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OTD O2Diesel Corp.

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Delayed by 15 minutes
Share Name Share Symbol Market Type
O2Diesel Corp. AMEX:OTD AMEX Ordinary Share
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

O2Diesel Corp - Current report filing (8-K)

13/03/2008 10:03am

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 (Date of earliest event reported): March 13, 2008
 

O2DIESEL CORPORATION
(Exact name of registrant as specified in its charter)
 
Commission file number: 001-32228
 


Delaware
(State of incorporation)
91-2023525
(I.R.S. Employer Identification No.)
   
100 Commerce Drive, Suite 301
Newark, DE
(Address of principal executive offices)
 
19713
(Zip Code)

                    (302) 266-6000                
(Registrant’s telephone number, including area code)

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:

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 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 FR 240.14d-2 (b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
 


SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS
 
Item 1.01 Entry into a Material Definitive Agreement
 
The disclosure required to be provided herein is incorporated by reference to Item 3.02 below.
 
SECTION 3 — SECURITIES AND TRADING MARKET
 
Item 3.02 Unregistered Sales of Equity Securities
 
On March 11, 2008, O2Diesel Corporation’s (the “ Company ’) wholly owned subsidiary O2Diesel Europe, Plc (“ O2Diesel Europe ”), entered into an exclusive Technology License and Services Agreement (the “ Agreement ”) with KL Process Design Group, LLC (“ KL ”), whereby O2Diesel Europe obtained an exclusive license to use, exploit and sublicense certain KL intellectual property, know-how and processes for the production and sale of ethanol from feedstocks other than simple sugars and starches (the “ Product ”). KL granted this license to O2Diesel Europe on an exclusive basis in Europe, India, Russia and other rapidly developing global markets. Pursuant to the Agreement, KL also agreed to provide certain services related to the design and construction of production plants necessary to produce the Product.

As part of the Agreement, the Company agreed to issue 1,000,000 shares of the Company’s common stock to KL as consideration for the license, as well as certain royalty and design services fees. The common stock was issued to the accredited investor in a transaction that will be exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and/or Regulation D promulgated under the Securities Act.

A copy of the Agreement will be filed as an exhibit to the Company’s Form 10-Q on or about May 15, 2008. A copy of the Company’s March 13, 2008 Press Release announcing the transaction is filed hereto as Exhibit 99.1 to this report and is incorporated herein by reference.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits:
 
  Exhibit No. Description
     
99.1
Text of Press Release, issued by O2Diesel Corporation on March 13, 2008. Filed herewith.
 
-2-


SIGNATURE

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.
 
     
  O2DIESEL CORPORATION
 
 
 
 
 
 
  By:   /s/ Alan R. Rae
 
Alan R. Rae
  Chief Executive Officer
 
Date:   March 13, 2008
 
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