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 18, 2006
NEWGEN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000- 23365 | 33-0840184 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
6000 Fairview Road, 12th Floor, Charlotte, North Carolina 28210
(Address of principal executive offices) (zip code)
(704) 552-3590
(Registrant's telephone number, including area code)
Copies to:
Thomas A. Rose, Esq.
Yoel Goldfeder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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):
¨ 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 Definitive Agreement.
On January 24, 2006, the Registrant consummated a Securities Purchase Agreement (the “Purchase Agreement”) dated January 24, 2006 with Cornell Capital Partners LP (“Cornell”) providing for the sale by the Registrant to Cornell of its 10% secured convertible debentures in the aggregate principal amount of $5,000,000 (the “Debentures”) of which $2,200,000 was advanced immediately. On March 10, 2006 the Registrant closed on the sale of an additional Debenture in principal amount of $650,000 to Cornell. On September 18, 2006 the Registrant closed on the remaining balance of $2,150,000.
The Debentures mature on the third anniversary of the date of issuance and bear interest at the annual rate of 10%.
Holders may convert, at any time, the principal amount outstanding under the Debentures into shares of Common Stock, at a conversion price per share equal to the lesser of (i) $1.00, or (ii) eighty percent (80%) of the lowest closing bid price for the Registrant’s common stock during the five trading days immediately preceding the conversion date, subject to adjustment. Upon three-business days advance written notice, the Registrant may redeem the Debentures, in whole or part if the closing bid price of the Registrant’s common stock at the time of such written notice is less than $1.00. In the event that the Registrant exercises its right of redemption within 90 days of the date of issuance of the Debenture, the redemption will be calculated at 107% of the Debentures face value and the right of redemption is exercised after 90 days of the date of issuance of the Debenture, the redemption will be calculated at 110% of the Debentures face value.
Under the Purchase Agreement, the Registrant also issued to Cornell 300,000 shares of common stock and a three- year warrant, which is currently exercisable to purchase 2,250,000 shares of common stock, with an exercise price of $0.50 per share.
In connection with the Purchase Agreement, the Registrant also entered into a registration rights agreement providing for the filing of a registration statement (the “Registration Statement”) with the Securities and Exchange Commission registering the common stock issued to Cornell, the common stock issuable upon conversion of the Debentures and the common stock issuable upon exercise of the warrants. On September 19, 2006 the Registration Statement was declared effective by the Securities and Exchange Commission.
The Registrant’s obligations under the Purchase Agreement are secured by substantially all of the Registrant’s assets and the assets of its subsidiaries. In addition, certain executive officers and directors of the Registrant have granted Cornell a security interest in a portion of the shares of common stock held by such officers and directors.
See Item 1.01 for a description of a secured loan obligation by the Registrant.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01 above for a description of the transactions pursuant to which the Registrant issued Common Stock, Debentures and Warrants. All securities were issued pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"), and/or Section 4(2) of the Act.
Item 9.01 Financial Statements and Exhibits.
| | (a) | Financial statements of business acquired. |
Not applicable.
| | (b) | Pro forma financial information. |
Not applicable.
| | (c) | Shell Company Transactions. |
Not applicable.
Exhibit Number | | Description |
| 10.1 | | $2,150,000 principal amount Secured Convertible Debenture, dated September 18, 2006, issued by NewGen Technologies, Inc. to Cornell Capital Partners LP |
| 10.2 | | $650,000 principal amount Secured Convertible Debenture, dated March 10, 2006, issued by NewGen Technologies, Inc. to Cornell Capital Partners LP (incorporated by reference to the exhibit to Registrants Form 8-K filed on March 16, 2006) |
| 10.3 | | $2,200,000 principal amount Secured Convertible Debenture, dated January 24, 2006, issued by NewGen Technologies, Inc. to Cornell Capital Partners LP (incorporated by reference to the exhibit to Registrants Form 8-K filed on January 30, 2006) |
| 10.4 | | Warrant to purchase 1,125,000 shares of Common Stock of NewGen Technologies, Inc., issued January 24, 2006 (incorporated by reference to the exhibit to Registrants Form 8-K filed on January 30, 2006) |
| 10.5 | | Securities Purchase Agreement, dated January 24, 2006, by and between NewGen Technologies, Inc. and Cornell Capital Partners LP (incorporated by reference to the exhibit to Registrants Form 8-K filed on January 30, 2006) |
| 10.6 | | Amended and Restated Securities Purchase Agreement, dated February 10, 2006, by and between NewGen Technologies, Inc. and Cornell Capital Partners LP (incorporated by reference to the exhibit to Registrants Form 8-K filed on February 16, 2006) |
| 10.7 | | Investor Registration Rights Agreement, dated January 24, 2006, by and between NewGen Technologies, Inc. and Cornell Capital Partners LP (incorporated by reference to the exhibit to Registrants Form 8-K filed on January 30, 2006) |
| 10.8 | | Security Agreement, dated January 24, 2006, by and between NewGen Technologies, Inc. and Cornell Capital Partners LP (incorporated by reference to the exhibit to Registrants Form 8-K filed on January 30, 2006) |
| 10.9 | | Subsidiary Security Agreement, dated January 24, 2006, by and between ReFuel Terminal Operations, Inc. and Cornell Capital Partners LP (incorporated by reference to the exhibit to Registrants Form 8-K filed on January 30, 2006) |
| 10.10 | | Subsidiary Security Agreement, dated January 24, 2006, by and between ReFuel America, Inc. and Cornell Capital Partners LP (incorporated by reference to the exhibit to Registrants Form 8-K filed on January 30, 2006) |
| 10.11 | | Subsidiary Security Agreement, dated January 24, 2006, by and between NewGen International, Inc. and Cornell Capital Partners LP (incorporated by reference to the exhibit to Registrants Form 8-K filed on January 30, 2006) |
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.
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| | NEWGEN TECHNOLOGIES, INC. |
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| Dated: September 21, 2006 | By: | /s/ S. Bruce Wunner |
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Name: S. Bruce Wunner |
| | Title: Chief Executive Officer |
