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
July 12, 2011
Date of Report (date of earliest event reported):
GEOBIO ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Colorado | 333-67174 | 84-1153946 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer I.D. Number) |
13110 NE 177th PL, # 169
Woodinville, WA 98072
(Address of principal executive offices)
Registrant’s telephone number, including area code: (970) 633-0436
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:
| 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)) |
FORM 8-K
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement
On July 12, 2011, GeoBio, Inc., a Colorado corporation (“GeoBio”), entered into a stock purchase agreement (the "Agreement") with Lary Archer & Associates, Inc., Archer Equipment Rental, Inc., The Archer Company Inc., and Archer Testing Services, Inc., each a Texas corporation (together referred to as “Archer”), under which Archer agrees to sell all (100%) of the issued and outstanding capital stock of Archer to GeoBio in exchange for total consideration (the “Purchase Price”) including an amount to be determined and equal to the product of the verifiable 12-month trailing cumulative “adjusted” earnings before interest, taxes, depreciation and amortization for the 12-months prior to the month preceding the month of the Closing Date, defined herein, multiplied by 4.5, payable as follows:
| (i) | 75% of the Purchase Price in cash, at closing (the “Cash Consideration”); |
| (ii) | 12.5% of the Purchase Price in common stock of GeoBio (the “Equity Consideration”), at a per share price equal to the public, volume-weighted average closing-trading price per share of GeoBio’s common stock for the ten (10) trading days immediately prior to the closing and the ten (10) trading days immediately after the Closing Date; and |
| (iii) | 12.5% of the Purchase Price in a 5-year, 8% promissory note (the “Note”). The Note shall pay interest only during first year of the 5-year Note and equal payments of principal and interest payable on a quarterly basis during the second through the fifth year. |
Additionally, the parties shall also enter into a pledge agreement in order to secure the Equity Consideration.
The Agreement is subject to, among other things, (i) Archer’s preparation and delivery to GeoBio, not later than 30 days prior to Closing, of audited financial statements prepared in compliance with GAAP and (ii) GeoBio’s raising and providing the Cash Consideration by the closing, which is scheduled for not later than October 12, 2011 (the “Closing Date”) .
Additionally, the Agreement provides that Lary Archer, president of Archer, agrees, prior to closing, to enter an employment agreement with GeoBio to remain president of Archer following the Closing Date.
Section 8– Other Events
Item 8.01Other Events
On July 14, 2011, GeoBio issued a press release regarding entry into the Archer Stock Purchase Agreement, attached as Exhibit 99.14.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
EXHIBIT NUMBER DESCRIPTION LOCATION
10.34 Acher Stock Purchase Agreement Filed herewith
99.14 Press release issued July 14, 2011 Filed herewith
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.
Dated: July 14, 2011
| | GEOBIO ENERGY, INC. |
| | | |
| | By: | /s/ Laurence Shelver |
| | | Chief Executive Officer |
