Attached files
| file | filename |
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| EX-99.1 - New Generation Biofuels Holdings, Inc | v184386_ex99-1.htm |
| EX-10.1 - New Generation Biofuels Holdings, Inc | v184386_ex10-1.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): May 7, 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)
|
(Commission
File Number)
|
(IRS
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)
(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
240.14a-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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 11, 2010, New Generation
Biofuels Holdings, Inc. (the “Company,” “we” or “our”) announced several key
organizational and management changes. Effective May 7, 2010, the
Company’s board of directors took the following actions:
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·
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appointed
John E. Mack, our current audit committee chairman, as non-executive
Chairman of the Board, replacing Lee S.
Rosen;
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·
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appointed
David H. Goebel, Jr., our Chief Operating Officer, as a director;
and
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·
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accepted
the resignation of Lee S. Rosen as Chairman and as a director and approved
and executed a separation agreement with Mr.
Rosen.
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Appointment of John E. Mack as
Chairman of the Board. Mr. Mack has been an independent
director of the Company since February 2007 and currently serves on the audit,
compensation and nominating committees, including as audit committee chairman.
His prior experience includes over 30 years of international banking, financial
business management and mergers and acquisitions experience, including senior
management positions with Shinsei Bank of Tokyo, Japan and Bank of America and
its predecessor companies. He is currently a member of the board of
directors of Flowers National Bank, Incapital Holdings LLC, Wilson TurboPower,
and Islandsbanki hf. He will serve as Chairman of the Board until the election
and qualification of his successor or his earlier resignation, removal or
death.
Appointment of David H. Goebel,
Jr. to the Board of Directors. Mr. Goebel has served as our Chief
Operating Officer since July 2009 and as our Vice President of Global Sourcing
and Supply Chain from September 2007 to July 2009. His prior
experience included supply chain and operations management positions with
MeadWestvaco, a packaging solutions and products company, and
ExxonMobil. Mr. Goebel is not considered an “independent” director
and is not expected to serve on any board committees. He will serve until the
election and qualification of his successor or his earlier resignation, removal
or death.
Resignation of Lee S. Rosen as
Chairman and Separation Agreement. On May 7, 2010, our board
accepted the resignation of Mr. Rosen as the Chairman of the Board and as a
director. Mr. Rosen, the Company’s founder, resigned to spend
more time with his family. The board has appreciated Mr. Rosen’s entrepreneurial
spirit and tireless dedication to the company, its technology and its prospects
since its founding in 2006 and wishes him well in future endeavors.
In connection with Mr. Rosen’s
resignation, the board of directors negotiated and executed a Separation
Agreement, dated May 7, 2010, between the Company and Mr. Rosen (the “Separation
Agreement”). Under the Separation Agreement, Mr. Rosen is entitled to the
following:
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·
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$95,000
in cash, less standard deductions and
withholding;
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·
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the
right to receive an additional $105,000, at the election of Mr. Rosen, in
the form of (i) a note issued by the Company with a maturity date of three
years from date of issuance and an interest rate equal to the interest
rate of a three-year United States Treasury Note plus 2.0% on the date of
issuance and other customary terms and conditions; or (ii) a number of
shares of the Company’s common stock equal to the amount of the cash
election divided by the closing price of the Company’s common stock on the
Nasdaq Capital Market on the election date. Mr. Rosen may make
this election before one (1) business day following the Release Effective
Date under the Separation Agreement, which will be no earlier than May 14,
2010;
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·
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accelerated
vesting on certain time-based stock options and stock grants under Mr.
Rosen’s previous Amended and Restated Employment Agreement with the
Company, dated July 23, 2009 (the “Employment
Agreement”), consisting of (1) options to purchase 104,353
shares of the Company’s common stock; and (2) 260,833 shares of the
Company’s common stock;
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·
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accelerated
vesting on a certain previously granted three-year restricted stock
grants, consisting of 226,316 shares of the Company’s common
stock;
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·
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upon
receipt of shareholder approval to issue sufficient available shares under
the Company’s Omnibus Incentive Plan, (i) accelerated vesting on
additional time-based options to purchase 208,707 shares of the Company’s
common stock (the “Conditional Options”) and (ii) issuance of additional
common stock grants consisting of 521,677 shares of the Company common
Stock less the number of shares equal to $105,000 divided by the closing
price of the Company’s common stock on the Nasdaq Capital Market on the
election date (the “Conditional Stock Grant”). The Conditional
Options and Conditional Stock Grant were granted under Mr. Rosen’s
previous Employment Agreement;
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·
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18
months of reimbursement for COBRA premiums in order to provide health and
life insurance benefits at least equal to those provided at the time of
separation; and
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·
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other
accrued amounts under the Employment Agreement, as of May 7,
2010.
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The Company has not registered, and is
under no obligation to register, the stock grants or the shares underlying the
stock options provided under the Separation Agreement.
The foregoing summary is qualified in
its entirety by reference to the separation agreement with Mr. Rosen, a
copy of which is filed as Exhibit 10.1 to this report and incorporated herein by
reference.
A
copy of the press release announcing these organizational changes is furnished
as exhibit 99.1.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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10.1
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Separation
Agreement, dated as of May 7, 2010, between the Company and Lee S.
Rosen
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99.1
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Press
Release, dated May 11, 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, thereunto duly
authorized.
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Date:
May 13, 2010
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/s/ Dane R. Saglio
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Name:
Dane R. Saglio
Title: Chief Financial Officer |
EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Separation
Agreement, dated as of May 7, 2010, between the Company and Lee S.
Rosen
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99.1
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Press
Release, dated May 11, 2010
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