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): September 12, 2008
NOVA BIOSOURCE FUELS, INC.
(Exact name of registrant as specified in its charter)
Nevada | | 000-32531 | | 91-2028450 |
(State or other | | (Commission File Number) | | (I.R.S. Employer |
Jurisdiction | | | | Identification Number) |
of incorporation) | | | | |
109 North Post Oak Lane, Suite 422, Houston, Texas 77024
(Address of Principal Executive Offices)
713-869-6682
(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 (see General Instruction A.2. below):
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 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On September 17, 2008, Nova Biosource Fuels, Inc. (the “Company”) issued a news release discussing its results of operations and financial condition as well as the operational status, including sales and updated production information, of its biodiesel refineries for the three months ended July 31, 2008 and providing information regarding its scheduled investor conference call. A copy of the news release is attached to this report as Exhibit 99.1 and is incorporated herein solely for the purposes of this Item 2.02 disclosure.
The information in this Item 2.02 and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2008, on December 26, 2007, Nova Biofuels Seneca, LLC (“Nova Biofuels Seneca”), a subsidiary of the Company, entered into the $41 million senior secured construction, term and working capital credit facility (the “Credit Facility”) among Nova Biofuels Seneca, the Lenders party thereto, WestLB AG, New York Branch, as administrative agent for the Lenders, WestLB AG, New York Branch, as Issuing Bank with respect to the Letters of Credit, WestLB AG, New York Branch, as collateral agent for the Senior Secured Parties, WestLB AG, New York Branch, as lead arranger and sole bookrunner, and Sterling Bank, a Texas banking corporation, as accounts bank, in connection with the development, construction, installation, engineering, procurement, design, testing, start-up, operation and maintenance of Nova Biofuels Seneca’s 60 million gallon per year biodiesel refinery located in Seneca, Illinois.
On September 12, 2008, Nova Biofuels Seneca borrowed approximately $440,000 under the Credit Facility for the payment of project costs and other related fees and expenses. This draw took the form of a base rate loan at an interest rate of 8% per annum. The other terms of payment, events of default and other terms and conditions were previously described in the Form 8-K filed on January 2, 2008. After taking into account this borrowing under the Credit Facility and all prior borrowings, cumulative construction and working capital borrowings total approximately $40.8 million. Nova Biofuels Seneca has remaining available capacity of approximately $160,000 of construction and term loans and may also repay and re-borrow amounts under the working capital facility.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1 News Release dated September 17, 2008
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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.
| NOVA BIOSOURCE FUELS, INC. |
| |
| By: | /s/ Kenneth T. Hern |
| | Kenneth T. Hern |
| | Chairman and Chief Executive Officer |
| | |
Date: September 17, 2008 | | |
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EXHIBIT INDEX
99.1 News Release dated September 17, 2008
4
