- Current report filing (8-K)
2009年3月20日 - 7:06PM
Edgar (US Regulatory)
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: March 19, 2009
Date
of Earliest Event Reported: March 17, 2009
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Global
Energy Holdings Group, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation)
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001-32918
(Commission
File
Number)
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84-1169517
(I.R.S.
Employer
Identification
No.)
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3348
Peachtree Road, NE
Suite
250, Tower Place 200
Atlanta,
Georgia
(Address
of principal executive offices)
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30326
(Zip
Code)
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Registrant’s
telephone number, including area code:
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(404)
814-2500
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None
(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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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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 March 17, 2009, Global Energy
Holdings Group, Inc. (“we”, “us” or “our”) entered into a Stock Purchase
Agreement (the “Purchase Agreement”) with 2020 Energy, LLC, an Arizona limited
liability company (“2020 Energy”), pursuant to which we sold to 2020 Energy, in
a private resale transaction, all of our 5,301,300 shares of common stock, par
value $0.001 per share (the “Shares”) of New Generation Biofuels Holdings, Inc.,
a Florida corporation publicly traded under the symbol NGBF
(“NGBF”). Pursuant to the Purchase Agreement, we sold the shares to
2020 Energy for an aggregate purchase price of $583,143, or $0.11 per
share. 2020 Energy deposited the purchase price into escrow, and the
purchase price was released to us on March 18, 2009 upon physical delivery of
the stock certificates representing the Shares, along with stock transfer powers
evidencing the sale of the Shares, to the escrow agent.
Based on the number of shares of NGBF
common stock reported to be outstanding in NGBF’s Quarterly Report on Form 10-Q
for the period ended September 30, 2008, the 5,301,300 shares of NGBF common
stock sold by us to 2020 Energy constitutes approximately 27.7%
of NGBF’s outstanding
common stock. We acquired a total of 5,850,000 shares of NGBF common
stock in April 2006 in a series of transactions with NGBF and unrelated
investors, and beginning in February 2008, we had been selling shares of NGBF in
the market in reliance on Rule 144 promulgated under the Securities
Act. During 2008 we sold 548,700 shares of NGBF common stock in the
market for aggregate gross proceeds of approximately
$2,400,000. After the sale by us to 2020 Energy of the Shares, we own
no shares of stock of NGBF.
In addition to the sale and purchase of
the Shares described above, under the Purchase Agreement, we agreed to assign to
2020 Energy all of our interest in and rights under that certain Amended and
Restated Sublicense Agreement, dated as of June 15, 2006, between us and NGBF
(the “Sublicense Agreement”), pursuant to which NGBF granted us a sublicense to
certain technology and rights related to the manufacture of a vegetable oil
based biodiesel product. The assignment of the Sublicense Agreement,
however, is conditioned on 2020 Energy obtaining the written consent of NGBF to
the assignment. If NGBF’s written consent to the assignment is not
obtained, we are not obligated to complete the assignment under the Purchase
Agreement, and a failure to obtain such written consent is not a breach by
either party of its obligations under the Purchase Agreement.
More information regarding our
investment in NGBF and the Sublicense Agreement can be found in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2007, which we filed
with the Securities and Exchange Commission on March 31, 2008.
The Purchase Agreement is attached to
this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein in
its entirety by reference. A copy of the press release we issued on
March 19, 2009 to announce our entry into the Purchase Agreement is attached to
this Current Report on Form 8-K as Exhibit 99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
The following is the index of exhibits
furnished in accordance with Item 601 of Regulation S-K, filed as part of this
Current Report on Form 8-K:
Exhibit No
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Description
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10.1
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Stock
Purchase Agreement, dated March 17, 2009, between Global Energy Holdings
Group, Inc. and 2020 Energy, LLC.
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99.1
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Press
Release issued by Global Energy Holdings Group, Inc. on March 19,
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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GLOBAL ENERGY HOLDINGS GROUP,
INC.
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Date:
March 19, 2009
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By:
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/s/
Romilos Papadopoulos
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Romilos
Papadopoulos
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Chief
Financial Officer
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Global Energy (AMEX:GNH)
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