Attached files
| file | filename |
|---|---|
| EX-4.1 - COLOMBIA ENERGY RESOURCES, INC. | v198373_ex4-1.htm |
| EX-4.2 - COLOMBIA ENERGY RESOURCES, INC. | v198373_ex4-2.htm |
| EX-10.3 - COLOMBIA ENERGY RESOURCES, INC. | v198373_ex10-3.htm |
| EX-10.1 - COLOMBIA ENERGY RESOURCES, INC. | v198373_ex10-1.htm |
| EX-10.2 - COLOMBIA ENERGY RESOURCES, INC. | v198373_ex10-2.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
Date of
Report (Date of earliest event reported): September 30,
2010
COLOMBIA
CLEAN POWER & FUELS, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-32735
|
87-0567033
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
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(IRS
Employer
|
|
incorporation)
|
Identification
No.)
|
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4265
San Felipe Street, Suite 1100, Houston, Texas
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77027
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|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (832) 327-7417
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:
|
¨
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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))
|
|
¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e -4(c))
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The information set forth under Item
2.01 of this Current Report on Form 8-K is hereby incorporated by reference into
this Item 1.01.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On September 30, 2010, Colombia Clean
Power & Fuels, Inc., a Nevada corporation (the "Company"), completed the
third closing of a private placement to a limited number of accredited investors
(collectively, the “Investors”) of up to a maximum of $2,500,000 in aggregate
principal amount of its 10% Secured Convertible Notes due June 30, 2012
(collectively, the “Notes”) and five-year warrants (the “Warrants”) to purchase
in aggregate up to 1,000,000 shares of the Company’s common stock, par value
$0.001 (the “Common Stock”) at an exercise price of $0.01 per
share. Pursuant to the Subscription Agreement (the “Subscription
Agreement”) between the Company and the Investors, for every $250,000 of
principal amount of Notes purchased, the Investors are entitled to receive
Warrants to purchase 100,000 shares of Common Stock.
At the third closing of the offering,
the Company issued Notes in the aggregate principal amount of $800,000 and
Warrants to purchase an aggregate of 320,000 shares of Common
Stock. In this offering, the Company previously issued Notes in the
aggregate principal amount of $1,090,000 and Warrants to purchase an aggregate
of 436,000 shares of Common Stock.
The Notes accrue interest at the annual
rate of 10%. Each holder of a Note has the right to
convert the outstanding principal balance of the Note into shares of Common
Stock at the rate, subject to certain adjustments, equal to $2.50 of principal
for each share of Common Stock. In addition, in the event the Company
consummates an offering of its equity securities of at least $6 million, the
holder of each Note shall have the right to convert all or a portion of the
outstanding principal of the Note into the same securities as are sold by the
Company in such equity offering at the same price as such securities are sold in
that offering.
Each Note
contains customary events of default by the Company, including,
without limitation, failure to make required payments when due, failure to
comply with the material terms and conditions of the Note, the occurrence of
certain events of bankruptcy and insolvency, and breach of any representations
warranties contained in the Note or the Subscription Agreement. An event of
default under the Note will allow the holder to accelerate, or
in certain cases, will automatically cause the acceleration of, the amounts due
under such Note.
To secure the Company’s obligations
under the Notes, the Company granted the Investors a security interest in all of
its membership interests in Energia Andina Santander Resources Cooperatieve U.A,
a wholly-owned Dutch cooperative that indirectly owns all of the Company’s
operating assets (“Energia”), under the terms and conditions of the (i) the
Pledge and Collateral Agency Agreement, dated August 26, 2010 (the “Pledge
Agreement”), among the Company, Colombia CPF LLC (“CPF”) and Law Debenture Trust
Company, as collateral agent (“Collateral Agent”), and (ii) the Deed of Pledge,
dated as of August 26, 2010 (the “Deed of Pledge”), among the Company, CPF,
Energia and the Collateral Agent.
The offering of Notes and Warrants was
made only to accredited investors in accordance with Section 4(2) under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.
The above description of the Notes,
Warrants, Subscription Agreement, Pledge Agreement and the Deed of Pledge is
qualified in its entirety by reference to the full text of the forms of Note and
Warrant, and to the Subscription Agreement, the Pledge Agreement and Deed of
Pledge, copies of which are filed as Exhibits 4.1, 4.2, 10.1,
10.2 and 10.3, respectively, to this Current Report on Form 8-K and
the contents of which are incorporated herein by reference
thereto.
2
The Subscription Agreement, the Pledge
Agreement and the Deed of Pledge (collectively, the “Financing Documents”) have
been included as exhibits to this Current Report on Form 8-K to provide
information regarding their respective terms. These
exhibits are not intended to provide any other factual information
about the Company. The Financing Documents contain representations
and warranties that the parties thereto made to each other as of specific dates.
The assertions embodied in the representations and warranties in Financing
Documents were made solely for purposes of the Financing Documents and the
transactions and agreements contemplated thereby among the parties thereto and
may be subject to important qualifications and limitations agreed to by the
parties thereto in connection with negotiating the terms thereof. Moreover, some
of those representations and warranties may not be accurate or complete as of
any specified date, may be subject to a contractual standard of materially
different from those generally applicable to stockholders or may have been used
for the purposes of allocating risk among the parties to the Financing Documents
rather than establishing matters as fact.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information set forth under Item
2.01 of this Current Report on Form 8-K is hereby incorporated by reference into
this Item 3.02.
A cash fee of $80,000 was paid as a
commission at the third closing.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
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Exhibit
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Number
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Description
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4.1
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Form
of 10% Secured Convertible Note.
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4.2
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Form
of Warrant.
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10.1
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Form
of Subscription Agreement.
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10.2
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Pledge
and Collateral Agency Agreement, dated August 26, 2010, among Colombia
Clean Power & Fuels, Inc., Colombia CPF LLC and Law Debenture Trust
Company, as collateral agent.
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10.3
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Deed
of Pledge, dated as of August 26, 2010, among Colombia Clean Power &
Fuels, Inc., CPF LLC, Energia Andina Santander Resources Cooperatieve U.A
and Law Debenture Trust
Company.
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3
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.
Dated: October
6, 2010
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COLOMBIA
CLEAN POWER &
FUELS,
INC.
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By:
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/s/ Edward
P. Mooney
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Edward
P. Mooney
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President
and Chief Executive Officer
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