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
December 30, 2009
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Date of report (Date of earliest event reported)
DIGITAL FUEL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-16534 45-0375367
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification)
6601 E. Grant Road, Suite 101, Tucson, Arizona 85715
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(Address of Principal Executive Offices) (Zip Code)
(520) 886-5354
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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):
[ X ] 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 4.01 Changes in Registrant's Certifying Accountant
Effective December 31, 2009, the company dismissed the accounting firm of
Eide Bailly LLP as independent auditors of the company. The company will not
replace Eide Bailly with another auditing firm because of lack of money and
lack of future prospects for additional money (see Item 8.01, Other Events,
below).
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
Effective December 31, 2009, Michael R. Farley has resigned his position
as Director and Chief Executive Officer of the company.
Item 8.01 Other Events
On November 12, 2009, our board of directors approved plans to cease the
registration of our common stock with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 and also approved a plan of
liquidation and dissolution of the company. At the time that those decisions
were made, the company had 1,121 shareholders listed with the transfer agent,
Computershare. During the month of October 2009, Computershare sent letters to
all shareholders as required by state laws to determine whether or not the
shares of the company had been abandoned and should be turned over to the last
state of residence of the known shareholder. This process of escheatment gives
each shareholder 30 days to respond to the letter, and if there is no
response, their shares are turned over to the state of their last known
residence. On December 1, 2009, the board of directors learned that as a
result of the escheatment process, the number of shareholders of the company
was reduced from 1,121 to 419.
On December 2, 2009, our board of directors decided to cancel the planned
shareholder meeting to request a vote of shareholders to implement a reverse
stock split. In light of the company losing approximately 63% of its
shareholders as a result of the escheatment process, and the fact that no
company stock has been traded on any exchange since 1990, the board decided it
will terminate its relationship with its accounting firm, its legal firm and
its transfer agent. Once all of those relationships have been terminated and
all outstanding bills are paid, the board will pay the balance of any
remaining funds on a proportional basis to the noteholders of the company.
Because the debt of the company is over $2.5 million and accumulating at a
default interest rate of 12% annually and because the company has no remaining
assets, the board believes it has a fiduciary responsibility to distribute the
balance of funds to the noteholders. The board determined there was no
possible business opportunity that the company could engage in because of its
substantial debt and negative net worth. The board also accepted the
resignation of Michael Farley as a director and officer of the company to be
effective December 31, 2009.
Cautionary Note Regarding Forward-Looking Statements
Any statements in this current report that are not historical or current facts
are forward-looking statements. All forward-looking statements in this
current report are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any
future results, performances or achievements expressed or implied by the
forward-looking statements. In addition to the risk the transactions
described herein will not be completed, certain of these risks and
uncertainties are described in the "Risk Factors" section of our Annual Report
on Form 10-K for fiscal 2008 and other required reports, as filed with the
SEC, which are available at the SEC's Website at http://www.sec.gov.
Item 9.01 Financial Statements and Exhibits
None
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.
DIGITAL FUEL, INC.
Date: December 30, 2009 /s/ Michael R. Farley
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Michael R. Farley
Chief Executive Officer