Attached files
| file | filename |
|---|---|
| EX-99.1 - LOAN AND SECURITY AGREEMENT AND A FORM OF THE NOTE - ECO2 PLASTICS INC | exhibit99-1.htm |
| EX-99.2 - MONTHLY OPERATING REPORT DATED JANUARY 31, 2010 - ECO2 PLASTICS INC | exhibit99-2.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
February
17, 2010
Date of
Report (Date of earliest event reported)
ECO2 PLASTICS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
033-31067
(Commission
File Number)
31-1705310
(IRS
Employer Identification No.)
1143
CRANE STREET, SUITE 203
MENLO
PARK, CA 94025
(415)
829-6000
(Registrant's telephone number,
including area code)
Former
Address: 5300 Claus Road, Riverbank, CA 95367
Former
Telephone Number: (209) 848-3900
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
240.14a-12)
[___]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[___]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into
a Material Definitive Agreement
On
February 12, 2010, ECO2 Plastics, Inc. (the “Company”) received approval from
the United States Bankruptcy Court, Northern District of California (the
“Bankruptcy Court”) for debtor-in-possession financing up to a total amount of
$600,000 from three lenders. These loans (collectively, the “DIP Loans”) will be
made pursuant to three Loan and Security Agreements (“Security Agreements”) that
provide the DIP Lenders with a senior priority lien up to 75% of the funds
advanced on all of the assets of the Company. The DIP Loans accrue
interest at a rate of 8% per annum, are due and payable on May 31,
2010.
The
lenders are Trident Capital Fund-VI, L.P., Trident Capital Fund-VI, Principals
Fund, LLC, and Buff Investment Limited Partnership as lenders (collectively “DIP
Lenders”). Each of the DIP Lenders have previously invested in or loaned money
to the Company, and each DIP Lender has a representative on the Board of
Directors (the “Board”) of the Company.
An
exemplary copy of the Loan and Security Agreements are attached hereto as Exhibit
99.1. The loan documents are the same for each DIP Lender
except for the names of the DIP Lenders and the amounts that each is obligated
to loan. The financing is being made solely by accredited investors, within the
meaning of Regulation D of the Securities Act of 1933. The purpose of
the financing is to fund the Company’s activities during the period it operates
under Chapter 11 of Title 11 of the U.S. Bankruptcy Code (the
“Code”).
Item
2.02 Results
of Operations and Financial Condition
In
accordance with requirements of the Bankruptcy Court under Rule 2015 (6), ECO2
Plastics, Inc. has filed a monthly operating report for the month of January. A
copy of the report is attached as Exhibit
99.2.
During
the period in which the Company is operating under Chapter 11, the monthly
operating reports will be filed with the Securities and Exchange Commission on a
Form 8-K within 15 calendar days after the report is filed with the Bankruptcy
Court. The filing of Form 8-K related to the monthly operating reports will be
in lieu of the Company’s filing Form 10-K and 10-Q filings until the Company
emerges from Chapter 11. The Company still must satisfy all other provisions of
the Exchange Act.
On
November 24, 2009, ECO2 Plastics, Inc. (the “Debtor” or the “Company”)
filed a voluntary petition for relief in the United States Bankruptcy Court,
Northern District of California (the “Bankruptcy Court”) under Chapter 11 of
Title 11 of the U.S. Bankruptcy Code (the “Code”). The Debtor’s Chapter 11
bankruptcy filing was done with the approval of its senior lenders. The case
number of the filing is 09-3702 DM.
Under
Chapter 11, certain claims in existence prior to the Debtor’s filing of the
petition for relief under the U.S. Bankruptcy Code are stayed while the Debtor
continues business operations as a debtor-in-possession. The Debtor is currently
in control of its business as debtor-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of the
Code.
However,
there can be no assurance that the Debtor will remain in possession of its
assets and control of its business as debtor-in-possession and that a trustee
will not be appointed to operate the business of the Debtor. The Debtor’s
business relationships and arrangements, and its ability to negotiate future
business agreements or arrangements may be affected negatively by its bankruptcy
filing. In addition, there can be no assurance that the Debtor will successfully
emerge from Chapter 11 protection, or will emerge with the ability to continue
its business in the same manner in which it operated prior to the bankruptcy
filing.
Item
2.03 Creation
of a Direct Financial Obligation.
In
connection with the financing approved by the Bankruptcy Court on February 12,
2010, the initial advances under the DIP Loans were advanced on February 16th and
the Company became financially obligated and liable in the initial amount of
$350,000. The DIP Loans accrue interest at a rate of 8% per annum and
mature on May 31, 2010.
Item 1.01
is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
(c)
Exhibits
99.1 Loan
and Security Agreement and a form of the Note.
99.2 Monthly
Operating Report dated January 31, 2010.
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.
ECO2 PLASTICS,
INC.
(Registrant)
Date:
February 17, 2010
/s/ Rodney S.
Rougelot
Rodney S.
Rougelot, CEO