UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 11, 2010
NEW
GENERATION BIOFUELS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Florida
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1-34022
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26-0067474
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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5850
Waterloo Road, Suite 140
(Address
of principal executive offices)(Zip Code)
(410)
480-8084
(Registrant’s
telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR
240.1 3e-4(c))
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
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Termination
of Chief Executive Officer
On
October 9, 2010, Cary J. Claiborne resigned his position as President, Chief
Executive Officer and Director of New Generation Biofuels Holdings, Inc. (the
“Company”) effective immediately, pursuant to a Separation Agreement dated
October 9, 2010, between the Company and Mr. Claiborne (the “Separation
Agreement”). Mr. Claiborne’s service as a director of the Company
also terminated October 9, 2010, pursuant to the terms of his employment
agreement.
Appointment
of Chief Executive Officer
On
October 12, 2010, the Company issued a press release announcing its Board of
Directors had appointed Miles F. Mahoney as the Company’s new President and
Chief Executive Officer.
Mr.
Mahoney, age 42, most recently served as President and COO of Evergreen Energy
Inc. (“Evergreen”) leading their public company into the global $3 trillion
greenhouse gas and carbon credit trading marketplace. Mr. Mahoney was
responsible for transforming the organization from a science and research
culture into a market and customer driven company. Prior to
Evergreen, Mr. Mahoney served as Vice President and General Manager at SAS
Institute, Inc. (“SAS”) the world's largest privately-held software
company. While at SAS, Mr. Mahoney developed and implemented new
strategic alliance partnerships, strategic joint ventures and developed new
revenue opportunities through outsourcing and licensing relationships
worldwide. Prior to SAS, Mr. Mahoney has had several executive roles
responsible for identifying and cultivating major growth initiatives, overseeing
worldwide business development through new market expansion and managing major
revenue growth programs.
Mr.
Mahoney’s employment agreement with the Company (the “Employment Agreement”)
provides for an indefinite term, but may be terminated by the Company or Mr.
Mahoney with or without cause. The Employment Agreement provides that
Mr. Mahoney will receive base compensation of $225,000 per year and will be
eligible to earn an incentive cash bonus of up to $125,000 if the Company enters
into a definitive agreement with a strategic investor for financing in the
Company on or before December 31, 2010. Additionally, the Company
granted Mr. Mahoney an incentive stock option to purchase 1,000,000 shares of
the Company’s common stock and also issued Mr. Mahoney 1,000,000 shares of stock
on October 9, 2010, half of which are subject to restrictions until the first
anniversary of the grant date. The Employment Agreement also provides
that the Company will pay certain expenses incurred by Mr. Mahoney during his
employment, as well as allowing Mr. Mahoney to participate in the benefit and
retirement plans of the Company. The Employment Agreement may be
terminated by either the Company or Mr. Mahoney on 30 days notice.
The
foregoing description does not purport to be a complete description of the terms
of the Employment Agreement.
Entry
into Employment A
greement
with Chief Operating Officer
Effective
October 9, 2010, David H. Goebel our, Chief Operating Officer, entered into an
employment agreement with the Company similar to the employment agreements with
our other senior executive officers. Under the employment agreement,
Mr. Goebel will receive a base salary of $200,000 and is eligible for a cash
bonus of up to 50% of his base salary and is also eligible for an annual
performance-based restricted stock grant of up to 75% of his annual salary that
vests in annual equal tranches over a three year
period.
The
foregoing description does not purport to be a complete description of the terms
of the Employment Agreement.
Appointment
of Director
Effective
October 11, 2010, the Board of Directors of New Generation Biofuels Holdings,
Inc. (the “Company”), appointed a new director, Carl O. Bauer to serve on the
Board of Directors. Mr. Bauer was not appointed to serve on any
committee of the Board at this time. The newly elected director was
not named as director pursuant to any arrangement or understanding with any
third person.
Mr. Bauer
has more than 30 years of experience in technical and business management in
both the public and private sectors. He retired as Director of the National
Energy Technology Laboratory (NETL) in January 2010, one of the national
laboratories owned and operated by the U.S. Department of Energy (DOE). NETL
serves as the lead field laboratory for the Department's Office of Fossil Energy
as well as a major implementer of DOE's Fossil and Renewable Energy Competitive
Extramural R&D. Mr. Bauer was responsible for directing and
overseeing the implementation of major science and technology development
programs that advance energy options to fuel our economy, strengthen our
security, and improve our environment. Mr. Bauer has held multiple
positions at the Department of Energy (DOE) Headquarters. He has also
served as Director of Engineering Support and Logistics, Naval Sea Systems
Command for the U.S. Department of Defense; Vice President and General Manager
of Technology Application, Inc.; and Vice President, Ship Systems and Logistics
Group, Atlantic Research Corporation.
The full
text of the press release announcing the appointment of director is set forth in
Exhibit 99.1 attached hereto and is incorporated in this Current Report as if
fully set forth herein.
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Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Financial
statements: None.
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(b)
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Pro
forma financial
information: None.
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99.1
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Press
release dated October 12, 2010
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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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NEW
GENERATION BIOFUELS HOLDINGS, INC.
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Date: October
14, 2010
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By:
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/s/
Dane R. Saglio
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Dane
R. Saglio
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Chief
Financial Officer
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EXHIBIT
INDEX
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99.1
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Press
Release, dated October 12, 2010 (*)
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______________
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