Attached files
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| EX-99.1 - New Generation Biofuels Holdings, Inc | v166268_ex99-1.htm |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 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): November 13, 2009
NEW
GENERATION BIOFUELS HOLDINGS, INC.
(Exact
name of registrant as specified in its 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
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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5850
Waterloo Road, Suite 140
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Columbia,
Maryland 21045
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(Address
of principal executive offices, zip
code)
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(410)
480-8084
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(Registrant’s
telephone number, including area
code)
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Not
Applicable
(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:
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
240.14a-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 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02.
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Results
of Operations and Financial
Condition.
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On November 13, 2009, New Generation
Biofuels Holdings, Inc. (the “Company”) issued a press release announcing its
financial results for the quarter ended September 30, 2009. A copy of
the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated
by reference into this Item 2.02.
The information contained in this
current report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”
with the Securities and Exchange Commission nor incorporated by reference in any
registration statement filed by the Company under the Securities Act of 1933, as
amended.
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Item
7.01
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Regulation
FD Disclosure
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On November 13, 2009, after the
Company’s third quarter financial results conference call, the Company’s
President, Chief Executive Officer and Chief Financial Officer, in response to a
question from a listener inadvertently disclosed financial guidance
that was not included in the earnings release The guidance was a
forecast that the Company’s breakeven point could occur at sales of
about 13 million gallons per year. The Company notes that this
guidance is based upon a number of current assumptions that were not discussed
in detail on the conference call, including cost structure, commodity pricing
which varies continuously, customer sales contracts and sublicensing among other
factors. Actual results could vary significantly from this forecast.
The Company also notes that it did not address on the conference call when it
would reach sales of 13 million gallons, stating only that it has contracts for
up to 10 million gallons per year, that it would need to expand capacity at its
existing plant to be able to produce that volume of fuel on an annual basis and
that the Company needs to obtain air permits to produce more than 3.6 million
gallons in a calendar year. A replay webcast of the conference call is
available on the Company’s website at
www.newgenerationbiofuels.com.
This
information is being furnished solely to satisfy the requirements of
Regulation FD in light of the inadvertent disclosure. A replay webcast of
the conference call is available on the Company’s website at
www.newgenerationbiofuels.com. The information under Item 7.01
in this Current Report on Form 8-K will not be incorporated by reference into
any registration statement or other document filed by the Company under the
Securities Act of 1933, as amended, unless specifically identified therein as
being incorporated by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits.
The
exhibits required by this item are set forth on the Exhibit Index attached
hereto.
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Exhibit
Number
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Description
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99.1
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Press
Release, dated November 13, 2009
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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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WEST
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NEW
GENERATION BIOFUELS HOLDINGS, INC.
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Date:
November 13, 2009
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By:
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/s/
Cary J. Claiborne
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Cary
J. Claiborne
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President,
Chief Executive Officer &
Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
Release, dated November 13, 2009
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