Global Clean Energy Holdings, Inc. - Current report filing (8-K)
April 08 2008 - 5:01AM
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): April 1, 2008
GLOBAL
CLEAN ENERGY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Utah
|
(State
of
Incorporation)
|
000-12627
|
|
87-0407858
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification
No.)
|
6033
W. Century Blvd, Suite 1090, Los Angeles,
California
|
|
90045
|
(Address
of Principal Executive
Offices)
|
|
(Zip
Code)
|
(310)
670-7911
|
(Registrant’s
Telephone Number, Including Area
Code)
|
|
(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:
¨
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
¨
Pre-commencement
communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
¨
Pre-commencement
communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)).
ITEM
1.01
|
ENTRY
INTO A MATERIAL AGREEMENT
|
On
March
20, 2008, Global Clean Energy Holdings, Inc. (the “
Company
”)
and
Bruce K. Nelson entered into an employment agreement under which Mr. Nelson
agreed to serve as Executive Vice-President and Chief Financial Officer of
the
Company commencing April 1, 2008. For a description of significant terms of
the
employment agreement, see the discussion under Item 5.02 below, which is
incorporated herein by reference.
ITEM
5.02
ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS, COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On
March
20, 2008, the Company entered into an employment agreement with Bruce K. Nelson
(the “
Nelson
Agreement
”)
pursuant to which the Company hired Mr. Nelson to serve as its Executive
Vice-President and Chief Financial Officer effective April 1, 2008. Mr. Nelson
will also serve as the Company’s Principal Financial and Accounting
Officer.
Prior
to
commencing his relationship with the Company, Mr. Nelson, 53, served as Chief
Financial Officer of US Modular, a private technology company located in Irvine,
California. From April 2002 through February 2007, Mr. Nelson served as Chief
Financial Officer of netGuru, Inc., a NASDAQ-listed global engineering software
and IT service company. Prior to netGuru, Mr. Nelson founded and operated
Millennium Information Technologies from 1997 to 2002. From 1992 to 1997 he
served as President and CFO of Comprehensive Weight Management, a national
healthcare service provider. From 1985 to 1991 he served as Treasurer of
Comprehensive Care Corporation, a NYSE listed national healthcare provider.
Mr.
Nelson served as a U.S. Naval Officer after graduating from the University
of
Southern California, majoring in finance. He holds a MBA degree from Bryant
University in Smithfield, R.I. He has also served on the board of directors
of
two commercial banks, a NASDAQ-listed technology company, and a privately held
specialty hospital.
The
following is a summary of the material terms of the Nelson
Agreement:
·
|
The
initial term of employment commenced March 20, 2008 and continues through
March 20, 2010 (“
Initial
Term
”).
Thereafter, the term of employment shall automatically renew for
successive one-year periods unless otherwise terminated in accordance
with
the Nelson Agreement;
|
·
|
Mr.
Nelson’s compensation package includes a base salary of $175,000, subject
to annual increases based on the Consumer Price Index for the immediately
preceding 12-month period, and a bonus payment based on Mr. Nelson’s
satisfaction of certain performance criteria established by the
compensation committee of the Company’s Board of Directors. The bonus
amount in any fiscal year will not exceed 100% of Mr. Nelson’s base
salary. Mr. Nelson is eligible to participate in the Company’s employee
stock option plan and other benefit
plans;
|
·
|
The
Company granted Mr. Nelson an option (“
Initial
Option
”)
to acquire up to 2,000,000 shares of the Company’s common stock at an
exercise price of $0.05 (the trading price on the date the agreement
was
signed). The Initial Option shall vest in tranches of 500,000 shares
over
the first two years of the employment term. The Initial Option expires
after 10 years;
|
·
|
The
Company also granted Mr. Nelson an option (“
Performance
Option
”)
to acquire up to 2,500,000 shares of the Company’s common stock at an
exercise price of $0.05 (the trading price on the date the agreement
was
signed), subject to the Company’s achievement of certain market
capitalization goals. The Performance Option expires after five (5)
years;
|
·
|
The
Company may terminate Mr. Nelson’s employment on the first anniversary of
the employment term, provided that the Company pays Mr. Nelson three
(3)
months salary if such termination is without
“cause”;
|
·
|
If
Mr. Nelson’s employment is terminated by the Company without “cause” or by
Mr. Nelson for “good reason” prior to the first anniversary of the
employment term, Mr. Nelson will be entitled to receive severance payments
including (i) an amount equal to his unpaid salary through the first
anniversary of the employment term, (ii) 50% of the target bonus in
effect
on the date of termination, and (iii) 50% of the Performance Option shall
vest;
|
·
|
If
Mr. Nelson’s employment is terminated by the Company without “cause” or by
Mr. Nelson for “good reason” after the first anniversary of the employment
term, Mr. Nelson will be entitled to receive severance payments including
(i) an amount equal to his unpaid salary through the Initial Term,
(ii)
100% of Initial Option shall vest, to the extent not already
vested.
|
A
copy of
the Nelson Agreement is filed as an exhibit to this Current Report on Form
8-K.
The summary of the Nelson Agreement set forth above is qualified by reference
to
such exhibit.
ITEM
9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
Exhibit
No.
|
|
Description
|
10.1
|
|
Employment
Agreement dated March 20, 2008 between Global Clean Energy Holdings,
Inc.
and Bruce K. Nelson
|
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.
|
|
|
|
GLOBAL
CLEAN
ENERGY HOLDINGS, INC.
|
|
|
|
Date:
April
7, 2008
|
By:
|
/s/ RICHARD
PALMER
|
|
Richard
Palmer, President and Chief
|
|
Executive
Officer
|
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