Unassociated Document
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): October 29, 2008
GLOBAL
CLEAN ENERGY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Utah
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(State
of Incorporation)
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000-12627
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87-0407858
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6033
W. Century Blvd, Suite 895, Los Angeles, California
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90045
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(310)
641-4234
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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).
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
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¨
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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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Item
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
October 29, 2008, Global Clean Energy Holdings, Inc. (the “Company”)
entered
into a Stock Purchase Agreement with the four shareholders of Technology
Alternatives Limited, a company formed under the Laws of Belize
(“TAL”),
pursuant to which the Company agreed to purchase all of the issued and
outstanding shares of TAL. TAL owns and operates a 400 acre farm in subtropical
Belize, Central America, that currently is producing Jatropha. TAL also has
been
performing plant science research and has been providing technical advisory
services for propagation of Jatropha for a number of years. For additional
information regarding the Stock Purchase Agreement, see the discussion under
Item 2.01, below, which is incorporated herein by reference.
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On
October 29, 2008, the Company executed a Stock Purchase Agreement with the
four
shareholders of TAL (the “Sellers”), and concurrently therewith consummated the
transactions contemplated thereby. The Sellers are unaffiliated persons residing
in the United Kingdom. Pursuant to the Stock Purchase Agreement, the Company
purchased from the Sellers 100% of the issued and outstanding shares of TAL,
thereby making TAL a wholly-owned subsidiary of the Company. In consideration
for the shares of TAL, the Company issued to the four Sellers an aggregate
of
12,702,757 unregistered shares of the Company’s common stock.
The
Sellers had previously made loans to TAL to fund the operations of TAL. As
of
the closing of the transaction contemplated by the Stock Purchase Agreement,
the
remaining outstanding balance of these loans, in the aggregate, was U.S.
$453,611. At the closing, the promissory notes evidencing these loans were
replaced by new promissory notes (the “Notes”) issued by TAL. The Notes have the
following terms: (i) Interest free for 90 days; (ii) Interest accrues at an
annual rate of 8% per annum commencing on the 91st day after the issuance of
the
Notes; (iii) Interest is payable monthly in arrears; (iv) A minimum principal
payment of $68,000 is payable during the first 90 days of the Notes; (v) The
entire remaining unpaid balance of the Notes is be due and payable on the 180th
day following the closing date; (vi) TAL and/or the Company may prepay the
Notes
at any time without penalty, and the Company is required to prepay the Notes
if
and when it receives future funding in an amount that, in the Company’s
reasonable discretion, is sufficient to permit the prepayment of the Notes
without adversely affecting the Company’s operations or financial condition. The
Notes are secured by the deed of legal mortgage on the 400 acre farm owned
by
TAL. Accordingly, in the event that TAL and/or the Company defaults under the
Notes, the Sellers will have the right to foreclose on the 400 acre Jatropha
farm.
ITEM 3.02.
UNREGISTERED SALE OF EQUITY SECURITIES.
As
consideration for all of the issued and outstanding shares of TAL, on October
29, 2008 the Company issued to the Sellers a total of 12,702,757 shares of
the
Company’s common stock in accordance with the Stock Purchase Agreement referred
to in Item
1.01, above. The
issuance of the shares was exempt from registration under the Securities Act
of
1933 pursuant to Section 4(2) thereof in that the issuance did not involve
a
public offering.
ITEM
7.01 REGULATION FD DISCLOSURE
On
October 30, 2008, the Company issued a press release in which it announced
the
Stock Purchase Agreement and the closing of the purchase of the TAL shares.
A
copy of the press release is attached to this Form 8-K 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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99.1
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Press
Release, dated October 30, 2008
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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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GLOBAL
CLEAN ENERGY HOLDINGS, INC.
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Date: November
6, 2008
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By:
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/s/
RICHARD PALMER
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Richard
Palmer,
Chief
Executive Officer
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