Attached files
| file | filename |
|---|---|
| EX-10.1 - New Generation Biofuels Holdings, Inc | v195833_ex10-1.htm |
| EX-99.1 - New Generation Biofuels Holdings, Inc | v195833_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 27, 2010
NEW
GENERATION BIOFUELS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Florida
|
1-34022
|
26-0067474
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
5850
Waterloo Road, Suite 140
Columbia,
Maryland 21045
(Address
of principal executive offices)(Zip Code)
(410)
480-8084
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
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¨
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Pre-commencement
communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR
240.1 3e-4(c))
|
Item
1.01 Entry into Material Definitive Agreement
On August
27, 2010, New Generation Biofuels Holdings, Inc., a Florida corporation (the
“Company”) and Pennington Partners, LLC, a Maryland limited liability company
(the “Landlord”) entered into an amendment to the parties’ lease agreement (the
“Amendment”) for the Company’s biofuel production facility in
Baltimore. The original lease agreement was entered into by the
parties effective September 12, 2008.
Pursuant
to the Amendment, the Company made a cash payment of $290,000 and also issued
300,000 shares of the Company’s restricted common stock to the
Landlord. The Amendment provides that, in consideration of the
payment, the Landlord agrees to forfeit past due amounts under the lease
agreement, terminate and forfeit minimum payments due for terminaling services
under a separate agreement with an affiliate of the Landlord, and reduce the
monthly lease rate to $25,000 for the remaining three year lease
term. Included in the $290,000 payment is $100,000 representing the
August reduced lease payment and prepayment of the monthly $25,000 rent for the
September through November 2010 period.
A copy of
the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item
1.02 Termination of a Material Definitive Agreement.
On August
27, 2010 and in connection with the execution of the Amendment, the Company
executed a Termination of Terminaling Services Agreement with the Landlord (the
“Termination Agreement”). The Termination Agreement provides that the
Terminaling Services Agreement dated September 12, 2008 by and between the
Company and Atlantic Terminaling Services, LLC, an affiliate of the Landlord,
will automatically terminate as of August 27, 2010. There were no
early termination penalties incurred by either party as a result of the
execution of the Termination Agreement. A copy of the Termination
Agreement is attached as Exhibit A to the Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item
8.01 Other Events
On August
27, 2010, the Company issued a press release announcing the execution of the
Amendment and certain other cost-cutting actions. A copy of the press
release is filed as Exhibit 99.1 to this Current Report on Form
8-K.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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Exhibit No.
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Description
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|
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10.1
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Amendment
to Lease Agreement dated August 27, 2010 by and between New Generation
Biofuels Holdings, Inc. and Pennington Partners, LLC.
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|
|
99.1
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Press
Release issued by the Company on August 27,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NEW
GENERATION BIOFUELS
HOLDINGS,
INC.
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|||
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Date:
September 2, 2010
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By:
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/s/ Dane R. Saglio
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Dane
R. Saglio
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|||
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Chief
Financial Officer
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|||
EXHIBIT
INDEX
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10.1
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Amendment
to Lease Agreement dated August 27, 2010 by and between New Generation
Biofuels Holdings, Inc. and Pennington Partners, LLC.
|
|
99.1
|
Press
Release issued by the Company on August 27,
2010.
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