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Share Name | Share Symbol | Market | Type |
---|---|---|---|
New Gen Biofuels | AMEX:GNB | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Florida
|
000-51903
|
26-0067474
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o |
Pre-commencement
communications pursuant to Rule 1 3-e-4(c) under the Exchange Act
(17 CFR
240.1 3e-4(c))
|
·
|
Ranking.
The
Series B Preferred Stock will rank junior to the Series A Preferred
Stock
and senior to the Common Stock with respect to the payment of dividends
and amounts payable upon liquidation, dissolution or winding up of
the
Company.
|
·
|
Dividends
and Increase in Stated Value.
Dividends
will be payable from the date of issuance at a rate of 8% per year
when
and as declared by the Board of Directors. To the extent that dividends
are not declared, or cannot be paid, there will be an increase in
the
Stated Value of the Series B Preferred Stock in the amount of 8%
per year.
In the event dividends are declared by the Board and paid by the
Company
on the Common Stock, holders of
Series
B Preferred Stock
will
either share ratably in such dividends based on the number of shares
of
Common Stock into which the
Series
B
Preferred
Stock may be converted or (to the extent that dividends are not declared
or cannot be paid), there will be a corresponding increase in the
Stated
Value. Dividends will be paid semiannually, at the Company’s election, in
cash, in shares of Series B Preferred Stock (valued at Stated Value)
or in
Common Stock valued at the market price, on September 30 and March
31 of
each year beginning on September 30, 2008 to holders of record on
the
15
th
day of the preceding month. If there is an increase in Stated Value
because dividends were not or could not be paid, that increase will
occur
semiannually on the dates that dividends would have been paid.
|
·
|
Liquidation.
Upon
any Liquidation of the Company, after the Company has made the required
distributions to the holders of Series A Preferred Stock (and any
other
preferred stock then outstanding, if any, ranking in liquidation
senior to
the Series B Preferred Stock), and before any distribution is made
to the
holders of Common Stock (and any other stock ranking in liquidation
junior
to the Series B Preferred Stock), the holders of Series B Preferred
Stock
will be entitled to be paid an amount in cash equal to the aggregate
liquidation value of Series B Preferred Stock, which equals the Stated
Value plus all accrued dividends not previously paid or added to
Stated
Value.
|
·
|
Redemption.
The
Series B Preferred Stock is not
redeemable.
|
·
|
Voting.
The
holders of the Series B Preferred Stock will be entitled to notice
of all
shareholders’ meetings and will be entitled to vote on all matters
submitted to the shareholders for a vote, together with the holders
of
Series A Preferred Stock on an as-converted basis and the Common
Stock,
voting together as a single class. Each share of Series B Preferred
Stock
will be entitled to one vote for each share of Common Stock issuable
upon
conversion of the Series B Preferred Stock as of the record date
for such
vote or, if no record date is specified, as of the date of such
vote.
|
·
|
Automatic
Conversion.
Upon
the third anniversary of the initial issue date of the Series B Preferred
Stock, each share of Series B Preferred Stock will automatically
convert
into the number of shares of Common Stock into which it is then
convertible. That number is determined by dividing the sum of the
Stated
Value and all accrued dividends not previously paid or added to the
Stated
Value to the date of such conversion by the Conversion Price then
in
effect. The conversion price is $4.25 per share, subject to adjustment
upon the occurrence of certain major corporate events such as
reorganizations and stock splits (the “Conversion
Price”).
|
·
|
Optional
Conversion.
At
any time, any holder of Series B Preferred Stock may convert all
or a
portion of their shares. The number of shares of Common Stock into
which
each share of Series B Preferred Stock is convertible is determined
by
dividing the sum of the Stated Value and all accrued dividends not
previously paid or added to the Stated Value to the date of such
conversion by the Conversion Price then in
effect.
|
·
|
Antidilution
and Adjustments to Conversion Price.
If
at any time prior to the first to occur of (i) the first anniversary
of the registration of the common stock underlying the Series B Preferred
Stock or (ii) 18 months after the closing , the Company issues any
additional shares of Common Stock with a purchase price less than
the
Conversion Price of the Series B Preferred Stock, or additional
convertible securities with a conversion price less than the
Conversion
Price
of
the Series B Preferred Stock, the Conversion Price of the Series
B
Preferred Stock will be reduced to the purchase price at which such
Common
Stock has been issued or the conversion price of such additional
convertible securities, but not below a Conversion Price of $3.00
per
share.
|
·
|
Protective
Provisions.
The
Company will not, without approval of a majority of the holders of
the
shares of the Series B Preferred Stock voting as a separate
class;
|
·
|
Reorganization,
Consolidation, Merger or Sale.
Prior
to any recapitalization, reorganization, reclassification, consolidation,
merger, sale of all or substantially all of the Company’s assets or other
transaction where the holders of Common Stock are entitled to receive
(either directly or upon subsequent liquidation) stock, securities
or
assets with respect to or in exchange for Common Stock (an “
Organic
Change
”),
the Company will make appropriate provision to ensure that the holders
of
Series B Preferred Stock will have the right to acquire and receive,
upon
the conversion of Series B Preferred Stock, , in lieu of Common Stock,
such shares of stock, securities or assets as such holder would have
received in connection with such Organic Change if such holder had
converted its Series B Preferred Stock immediately prior to such
Organic
Change.
|
3.1
|
Amended
and Restated Articles of Incorporation (filed as Exhibit 3.1 to the
Current Report on Form 8-K filed March 31, 2008 and incorporated
herein by
reference).
|
|
3.2
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation
(filed
as Exhibit 3.2 to the Current Report on Form 8-K filed March 31,
2008 and
incorporated herein by reference).
|
|
4.1
|
Form
of $6.25 Warrant (filed as Exhibit 4.1 to the Current Report on Form
8-K
filed March 31, 2008 and incorporated herein by
reference).
|
|
10.1
|
Form
of Subscription Agreement (filed as Exhibit 10.1 to the Current Report
on
Form 8-K filed March 31, 2008 and incorporated herein by
reference).
|
|
10.2
|
|
Form
of Registration Rights Agreement (filed as Exhibit 10.2 to the Current
Report on Form 8-K filed March 31, 2008 and incorporated herein by
reference).
|
NEW
GENERATION BIOFUELS HOLDINGS, INC.
|
|||
By:
|
|
/s/
David A. Gillespie
|
|
|
David
A. Gillespie
|
||
|
President
and Chief Executive Officer
|
1 Year New Gen Biofuels Chart |
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