This Prospectus Supplement No. 2 supplements our Prospectus dated December 28, 2005, as supplemented by Prospectus Supplement No. 1 dated April 7, 2006. The shares that are the subject of the Prospectus have been registered to permit their resale to the public by the selling stockholders named in the Prospectus. We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering, other than the exercise price, if any, to be received upon exercise of the warrants referred to in the Prospectus. You should read this Prospectus Supplement No. 2 together with the Prospectus and Prospectus Supplement No. 1.
This Prospectus Supplement includes the following documents, as filed by us with the Securities and Exchange Commission:
Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “XTHN.OB”.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report April 11, 2006
Date of earliest event reported: April 6, 2006
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
000-50154 | | 84-1169517 |
| (Commission File Number) | | (IRS Employer Identification No.) |
1185 Avenue of the Americas New York, New York | | 10036 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(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 (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)) |
SECTION 1 REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01. Entry into a Material Definitive Agreement.
On April 6, 2006, Xethanol Corporation ("Xethanol") filed a Report on Form 8-K stating that (a) it had entered into a Securities Purchase Agreement dated as of April 3, 2006 ("Investor Purchase Agreement") with 99 investors (the "Investors"), pursuant to which it issued to the Investors an aggregate of 6,775,604 shares (the “Shares”) of its $.001 par value common stock (“Common Stock") at a purchase price of $4.50 per share, three-year warrants to purchase up to 1,355,160 shares of Common Stock at an exercise price of $4.50 per share (“Series A Warrants”) and three-year warrants to purchase up to 677,623 shares of Common Stock at an exercise price of $6.85 per share (“Series B Warrants”), (b) Xethanol had received $30,489,951 in connection with the issuance of the Shares, the Series A Warrants and Series B Warrants to the Investors, (c) Xethanol can receive up to an additional $6,098,220 over the next three years upon exercise by the Investors of the Series A Warrants and up to an additional $ 4,641,717.55 over the next three years upon exercise by the Investors of the Series B Warrants and (c) the possible total investment by the Investors in Xethanol is $ 41,229,888.55.
The correct number of Investors, numbers of Shares, Series A Warrants and Series B Warrants issued to the Investors and the correct dollar amounts that have been and can be received from the Investors are as follows:
Number of Investors: 100
Shares issued to the Investors: 6,697,827
Series A Warrants to purchase Shares issued to the Investors: 1,339,605
Series B Warrants to purchase Shares issued to the Investors: 669,846
Amount received from Investors: $30,139,951.00
Amount receivable from Investors if Series A Warrants are exercised: $6,028,222.50
Amount receivable from Investors if Series B Warrants are exercised: $4,588,445.10
Total possible investment from Investors: $40,756,618.60
The foregoing amounts are in addition to the number of shares, Series A Warrants and Series B Warrants issued to Goldman, Sachs & Co. and the amounts received and possibly receivable from Goldman, Sachs & Co. as set forth in the Report on Form 8-K filed by Xethanol on April 6, 2006, which are correct.
A correct list of the Investors is set forth on Exhibit 1.7 to this amendment to Xethenol’s Current Report on Form 8-K.
SECTION 3 - SECURITES AND TRADING MARKETS
ITEM 3.02. Unregistered Sales of Equity Securities
(a) On April 6, 2006, Xethanol filed a Report on Form 8-K stating that it had sold to certain Investors an aggregate of 6,755,604 shares (the “Shares”) of Common Stock, Series A Warrants to purchase up to 1,355,160 shares of Common Stock and Series B Warrants to purchase up to 677,623 shares of Common Stock. The correct number of Shares sold to the Investors, Series A Warrants issued to the Investors and Series B Warrants issued to the Investors, respectively, were:
Shares issued to the Investors: 6,697,827
Series A Warrants to purchase Shares issued to the Investors: 1,339,605.00
Series B Warrants to purchase Shares issued to the Investors: 669,846.00
(b) On April 6, 2006, Xethanol filed a Report on Form 8-K stating that the total purchase price payable to Xethanol for the sale of securities to the Investors and to Goldman, Sachs & Co. was $34,489,951. The correct total purchase price payable to Xethanol for the sale of such securities was $34,139,951.
The Report on Form 8-K filed by Xethanol on April 6, 2006 is amended accordingly.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. Exhibits
Following is the Index of Exhibits furnished in accordance with Item 601 of Regulation S-K, filed as part of this amendment to Xethanol’s Current Report on Form 8-K or incorporated by reference herewith:
| 1.7 | Correct List of Investors. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | |
| | Xethanol Corporation |
|
|
|
| Date: April 11, 2006 | By: | /s/ Lawrence S. Bellone |
| |
Lawrence S. Bellone |
| | Chief Financial Officer |
Exhibit 1.7
Corrected List of Investors
| 1. | Sensus, LLC |
| 2. | Nite Capital, LP |
| 3. | Orrie Lee Tawes |
| 4. | Lorraine DiPaolo |
| 5. | Growth Ventures, Inc. Pensions Plan and Trust |
| 6. | Libertyview Funds, LP |
| 7. | Libertyview Special Opportunities Fund, LP |
| 8. | Trust D |
| 9. | Richard L. Zorn |
| 10. | Jack Fishman |
| 11. | Alan M. Berman |
| 12. | Maurice Marciano Trust (2005 Restatement) |
| 13. | Richard R. Davis |
| 14. | Harry and Theresa Haushalter |
| 15. | William Alexander |
| 16. | Carrier Family Trust |
| 17. | Crestview Capital Master, LLC |
| 18. | Don Kinder |
| 19. | HLTGT, LLC |
| 20. | Howard Smuckler |
| 21. | Michael Toibb |
| 22. | Lucas H. A. Wurfbain |
| 23. | Oliver T.W. Hawkins |
| 24. | Peter S. Rawlings |
| 25. | Robert H. Craft III |
| 26. | Sanford B. Prater |
| 27. | Scott M. and Cheryl L. Hergott Living Trust u/a/d 12/18/03 |
| 28. | Sunrise Equity Partners, LP |
| 29. | Toibb Investment, LLC |
| 30. | William D. Hyler |
| 31. | William F. Callanan |
| 32. | Ronald E. Gilefsky |
| 33. | Capital Financial Advisors, LLC |
| 34. | Edmund T. Karam and Barbara Karam |
| 35. | GBAF Capital, LLC |
| 36. | Migdal Insurance Company Ltd. Subaccount: Migdal Elementar |
| 37. | Migdal Insurance Company Ltd. Subaccount: Migdal OLI |
| 38. | Migdal Management of Provident Funds Ltd. |
| 39. | Migdal Insurance Company Ltd. Subaccount: Migdal PPP |
| 40. | Hamagen Insurance Company Ltd. |
| 41. | New Makefet Pension and Benefit Funds Management LTD |
| 42. | Opallo Investment Ltd. |
| 43. | HTI Ventures, LLC |
| 44. | Jack L. Willis |
| 45. | Jacob Harris |
| 46. | Robert and Nancy Maerz |
| 47. | John Layfield |
| 48. | JSH Partners |
| 49. | Marie Carlino IRA |
| 50. | Richard A. Lippe |
| 51. | Ronald B. Sunderland IRA |
| 52. | Taktikan, Ltd. |
| 53. | RHP Master Fund, Ltd. |
| 54. | George A. Davis |
| 55. | Malcolm J. Davis |
| 56. | Paul S. Davis |
| 57. | John VanSickle |
| 58. | Mitchell Kessler |
| 59. | Jeremy Harding |
| 60. | Eric Frankel |
| 61. | Blasucci Corp. - P-S Plan and Trust |
| 62. | Douglas M. Kerr and Joan Walter |
| 63. | Bernard Korman |
| 64. | Maxwell J. Rhee |
| 65. | Stephan H. Kim |
| 66. | Spencer Romoff |
| 67. | O'Malley Family LLC |
| 68. | Myron Gorel |
| 69. | Southridge Drive Associates |
| 70. | Robert J. Casale |
| 71. | Gem Holdings, LLC |
| 72. | Barry H. Garfinkel |
| 73. | Michael Bunyaner |
| 74. | Enable Growth Partners LP |
| 75. | Pierce Diversified Strategy Master Fund LLC |
| 76. | Enable Opportunity Partners, LP |
| 77. | The Churchill Fund LP |
| 78. | The Churchill Fund QP,LP |
| 79. | William P. Behrens |
| 80. | Magnetar Capital Master Fund, Ltd |
| 81. | Yau Doon Chiang |
| 82. | Jeffrey Ma |
| 83. | Steven Eisenberg |
| 84. | H. Joseph Leitch |
| 85. | Guarantee & Trust Co. ttee fbo Harris Toibb IRA/RO |
| 86. | Ronald L. Fein Revocable Trust of 2004 |
| 87. | Meredith Whitney |
| 88. | Christina J. Hieber |
| 89. | Jennifer M. Hieber |
| 90. | Cantybay Enterprises Limited |
| 91. | Harvey B. Jacobson Jr |
| 92. | Josephine F. Waine 1992 Trust |
| 93. | Georgeanne S. Eaton |
| 94. | Jablow Family Trust |
| 95. | Jean F. Hieber |
| 96. | Roger L. Goettsche IRA |
| 97. | Civic Capital Fund I, LLC |
| 98. | Mary A. Susnjara IRA |
| 99. | Elaine Dine IRA |
| 100. | William Lippe and Micki Lippe |
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): April 13, 2006
Xethanol Corporation |
| (Exact Name of Registrant as Specified in Its Charter) |
| |
Delaware |
| (State or Other Jurisdiction of Incorporation) |
000-50154 | | 84-1169517 |
| (Commission File Number) | | (IRS Employer Identification No.) |
1185 Avenue of the Americas New York, New York | | 10036 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(646) 723-4000 |
| (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 (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)) |
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02. Unregistered Sales of Equity Securities
| (a) | Pursuant to the Investor Purchaser Agreement described in the Current Report on Form 8-K filed by Xethanol Corporation on April 7, 2006 (the “Form 8-K”) and in the Amendment to Current Report on Form 8-K filed by Xethanol on April 12, 2006 (the “Form 8-K/A”), on April 13, 2006, Xethanol completed the sale to the Investors listed on Exhibit 1.7 attached to the Form 8-K/A of an aggregate of 6,697,827 shares (the “Shares”) of its $.001 par value Common Stock (“Common Stock”), Series A Warrants to purchase up to 1,339,605 shares of Common Stock and Series B Warrants to purchase up to 669,846 shares of Common Stock. Pursuant to the Goldman Purchase Agreement described in the Form 8-K and in the Form 8-K/A, on April 13, 2006, Xethanol completed the sale to Goldman of 888,889 shares of Common Stock, Series A Warrants to purchase up to 177,778 shares of Common Stock and Series B warrants to purchase up to 88,889 shares of Common Stock. |
| (b) | All of the securities specified in the preceding subparagraph (a) were sold for cash. The total purchase price paid to Xethanol for the sale of such securities was $34,139,951. The total commissions paid or payable with respect to such sales are $2,509,396.78. In addition, Xethanol will issue Class A Warrants to purchase an aggregate of 606,938 Shares of Common Stock to certain placement agents who provided services to Xethanol in connection with the sale of the Investor Shares and the Class A Warrants and the Class B Warrants to the Investors. |
| (c) | Exemption from registration of the securities specified in the preceding subparagraph (a) is claimed under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Rule 506 promulgated thereunder. Exemption is claimed based, among other things, upon the representations made by each of the Investors and Goldman in their subscription documents that include, among other things, a representation from each such purchaser that it is an Accredited Investor within the meaning of Regulation D promulgated under the Act. |
| (d) | The Series A Warrants are exercisable until April 12, 2009 to purchase shares of Common Stock at a purchase price of $4.50 per share. The Series B Warrants are exercisable until April 12, 2009 to purchase shares of Common Stock at a purchase price of $6.85 per share. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | |
| | Xethanol Corporation |
|
|
|
| Date: April 13, 2006 | By: | /s/ Christopher d’Arnaud-Taylor |
| |
Christopher d’Arnaud-Taylor |
| | Chairman, President and Chief Executive Officer (principal executive officer) |
