- Current report filing (8-K)
02 April 2010 - 11:00PM
Edgar (US Regulatory)
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):
March 29, 2010
NEW
GENERATION BIOFUELS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Florida
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1-34022
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26-0067474
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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5850
Waterloo Road, Suite 140
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(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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 1 3-e-4(c) under the Exchange Act (17 CFR 240.1
3e-4(c))
Item
3.01
Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On March 31, 2010, we received a
deficiency letter from The NASDAQ Stock Market notifying us that, based on our
stockholders’ equity as reported in our Annual Report on Form 10-K for the
period ended December 31, 2009, we are not in compliance with the minimum
stockholders’ equity requirement of $2.5 million for continued listing on the
Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(b)(1). As of
December 31, 2009, our stockholders’ equity was $1,002,204. As of
March 31, 2010, we also did not meet the alternative listing requirements of at
least $35 million in market value of listed securities or at least $500,000 in
net income from continuing operations. This notification has no
immediate effect on the listing or trading of our common stock on the Nasdaq
Capital Market.
As provided under Nasdaq rules, we have
45 calendar days from the date of the Nasdaq deficiency letter, or until May 17,
2010 since the 45
th
day
falls on a Saturday, to provide Nasdaq with a plan to regain compliance with the
continued listing requirement. We intend to submit a plan to Nasdaq
before the deadline and are already taking certain steps to bring us back into
compliance. We have entered into a memorandum of understanding, as
disclosed in Current Reports on Form 8-K filed during March 2010, which
contemplate possible investments in the Company of up to $20
million. If Nasdaq accepts our plan, of which there can be no
assurance, Nasdaq may grant us up to 180 days from March 31, 2010 to achieve and
sustain compliance. If Nasdaq determines that our plan is not sufficient, it
will provide written notice that our common stock would be subject to delisting
from the Nasdaq Capital Market. At that time, we may request a hearing before a
Nasdaq Listing Qualifications Panel. In that event, our common stock would
remain listed on the Nasdaq Capital Market pending a final determination by the
panel.
ITEM
5.02.
Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers; Compensatory Arrangements of Certain Officers.
Effective March 29, 2010, our board of
directors appointed Dane R. Saglio to serve as Chief Financial
Officer. Mr. Saglio will report to Cary J. Claiborne, our President
and Chief Executive Officer.
Mr. Saglio has been working as a
consultant with emerging private companies in the areas of strategic
planning, including exit strategies, transaction evaluation, capital structure,
corporate governance, and financial and business operations evaluation,
since December 2008. Prior to that, Mr. Saglio was the Chief Financial Officer
of EntreMed, Inc. having joined the company in April 2000 as Corporate
Controller and then served as Chief Financial Offer from February 2003 through
December 2008. From 1996 to 2000, Mr. Saglio served as Director
of Finance for Public Communications Associates, a New Jersey-based
telecommunications company. Before that, he worked in accounting and finance
roles in public companies focused on real estate and information
management.
In connection with his appointment, we
entered into an employment agreement with Mr. Saglio, similar to the employment
agreements with our other senior executive officers. Under the
employment agreement, the Board granted Mr. Saglio time-based and
performance-based options to purchase 400,000 shares of the Company’s common
stock at an exercise price of $0.73 per share. The stock options will
vest incrementally through 2012. The options expire in ten years, unless sooner
exercised. Under the employment agreement , Mr. Saglio is also eligible for an
annual performance-based restricted stock grant of up to 75% of his annual
salary that vests in annual equal tranches over a three year
period.
A copy of the employment agreement with
Mr. Saglio is attached hereto as Exhibit 10.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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10.1
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Employment
Agreement dated as of March 29, 2010 between Dane R. Saglio and New
Generation Biofuels Holdings, Inc.
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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, thereunto duly
authorized.
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Date:
April 2, 2010
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By:
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/s/ Cary
J. Claiborne
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Name:
Cary J. Claiborne
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Title:
President and Chief Executive Officer
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INDEX TO EXHIBITS
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10.1
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Employment
Agreement dated as of March 29, 2010 between Dane R. Saglio and New
Generation Biofuels Holdings, Inc.
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