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Share Name | Share Symbol | Market | Type |
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O2Diesel Corp. | AMEX:OTD | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
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): April 6, 2008
O2DIESEL CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number: 001-32228
Delaware |
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91-2023525 |
(State of incorporation) |
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(I.R.S. Employer Identification No.) |
100 Commerce Drive, Suite 301 |
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Newark, DE |
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19713 |
(Address of principal executive offices) |
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(Zip Code) |
(302) 266-6000
(Registrants 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:
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
SECTION 1 REGISTRANTS 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 April 6, 2008, O2Diesel Corporation (the Company ) entered into a binding Letter of Intent (the Agreement ) to acquire all the outstanding shares of YellTec GmbH ( YellTec ), a German company which specializes in biofuels distribution. YellTec is focused on small to medium size truck fleets and operates an exclusively German based network of its own strategically located fueling points with sales estimated to be approximately 34 million or $50 million at current exchange rates for the year ended December 31, 2007.
The Company is acquiring all the outstanding shares of YellTec for 3 million or $4.7 million at current exchange rates subject to a purchase price adjustment as described in the Agreement and is issuing 5.3 million shares of the Companys common stock. The Company expects the transaction to close during the second quarter.
The common stock will be 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 Companys Form 10-Q on or about August 15, 2008. A copy of the Companys April 9, 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. |
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Description |
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99.1 |
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Text of Press Release, issued by O2Diesel Corporation on April 9, 2008. Filed herewith. |
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S I G N A T U R E
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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O2DIESEL CORPORATION |
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By: |
/s/ Alan R. Rae |
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Alan R. Rae |
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Chief Executive Officer |
Date: April 9, 2008
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