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: December 8, 2008
Date of Earliest Event Reported: December 3, 2008
WORLD WASTE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
California 1-11476 95-3977501
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
20400 Stevens Creek Road
7th Floor 95014
Cupertino, California
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 517-3306
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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:
[__] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] 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
As previously reported on a Current Report on Form 8-K filed on May 20,
2008 with the Securities and Exchange Commission (the "SEC"), on May 19, 2008,
World Waste Technologies, Inc., a California corporation ("World Waste"),
entered into an Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement") with Vertex Energy, LP, a Texas limited partnership ("Vertex LP"),
Vertex Energy, Inc., a Nevada corporation ("Vertex Nevada"), Vertex Merger Sub,
LLC, a California limited liability company and wholly owned subsidiary of
Vertex Nevada ("Merger Subsidiary"), and Benjamin P. Cowart, as agent for the
shareholders of Vertex Nevada (the "Agent").
Pursuant to the Merger Agreement, among other things:
o Vertex LP will transfer to Vertex Nevada Vertex LP's waste oil
business;
o World Waste will merge into Merger Subsidiary (the "Merger")
and thereby will become a subsidiary of Vertex Nevada; and
o Vertex Nevada will issue shares of its capital stock to World
Waste's shareholders in connection with the Merger.
On December 3, 2008 and December 4, 2008, World Waste, Vertex LP,
Vertex Nevada, Merger Subsidiary and the Agent executed and delivered Amendments
No. 1 and No. 2, respectively (collectively, the "Amendments") to the Merger
Agreement. The following is a summary of the material terms of the Amendments
and is qualified by the full text of the Amendments, which are filed as Exhibits
2.1 and 2.2 to this Current Report on Form 8-K and are incorporated herein.
Pursuant to the Amendments, the Merger Agreement has been amended in
the following material respects:
o Section 8.1(b) of the Merger Agreement has been amended to
provide that either World Waste, on the one hand, or Vertex
LP, Vertex Nevada and Merger Subsidiary, on the other hand,
may terminate the Merger Agreement if the Merger has not
closed on or before January 31, 2009. Previously, Section
8.1(b) had provided that either side could exercise its
termination right if the Merger has not closed on or before
December 31, 2008.
o In light of a 1-for-10 reverse split of Vertex Nevada's
preferred and common stock that was completed on December 4,
2008, Section 2.6 of the Merger Agreement has been amended to
make a pro rata reduction in the number of shares of Vertex
Nevada's preferred stock or common stock that will be issued
in the Merger for each outstanding share of World Waste's
preferred stock or common stock, respectively. This
modification of the share exchange ratio does not alter the
previously agreed-upon percentage of Vertex Nevada's
post-Merger capital stock that will be owned by World Waste's
preferred and common shareholders. As modified by the
Amendments, the Merger Agreement now provides that, except for
shares as to which dissenters' rights are duly exercised by
World Waste's shareholders: (1) each outstanding share of
World Waste Series A preferred stock will be exchanged for
0.4062 shares of Vertex Nevada Series A preferred stock; (2)
each outstanding share of World Waste Series B preferred stock
will be exchanged for 11.651 shares of Vertex Nevada Series A
preferred stock; and (3) each outstanding share of World Waste
common stock will be exchanged for 0.10 shares of Vertex
Nevada common stock.
o The sections of the Merger Agreement that require World Waste
to have a minimum of $5.0 million of cash on hand as of the
closing have been amended to provide that this amount shall be
reduced by an amount equal to the documented expenses incurred
by WWT after the date of the original Merger Agreement and
through the closing of the Merger in furtherance of the
business of Vertex LP, provided that this reduction shall not
exceed $100,000.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
The information in this Current Report on Form 8-K is not a substitute
for the definitive proxy statement and other documents regarding the Merger that
World Waste will file with the SEC and will mail to its shareholders subsequent
to the filing of this Current Report on Form 8-K. WORLD WASTE'S SHAREHOLDERS AND
INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN ADDITIONAL
IMPORTANT INFORMATION ABOUT WORLD WASTE, THE MERGER AND RELATED MATTERS.
Investors and shareholders may obtain free copies of these materials (when they
are available) and other documents filed with the SEC at the SEC's website at
www.sec.gov. A free copy of the definitive proxy statement when it becomes
available may also be obtained from World Waste Technologies, Inc., 20400
Stevens Creek Road, 7th Floor, Cupertino, California 95014, Attention: Adam
Shore. The Company and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from World Waste's shareholders with
respect to the Merger. Investors and shareholders may obtain more detailed
information regarding the direct and indirect interests of World Waste and its
respective executive officers and directors in the proposed Merger by reading
the definitive proxy statement.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements
related to, among other things, the completion of the Merger and the other
transactions contemplated by the Merger Agreement. Investors are cautioned that
forward-looking statements inherently involve risks and uncertainties that could
cause actual results to differ materially from those contemplated in the
forward-looking statements. Such risks include, but are not limited to, the
ability of the parties to the Merger Agreement to satisfy the conditions to
closing specified in the Merger Agreement, including, without limitation,
receipt of the affirmative vote of World Waste's shareholders, World Waste's
ability to maintain a sufficient cash balance, and other risks and uncertainties
outlined in World Waste's documents filed with the SEC. All forward-looking
statements and other information in this Current Report on Form 8-K are based
upon information available as of the date of this Report. Such information may
change or become invalid after the date of this Current Report, and, by making
these forward-looking statements, World Waste undertakes no obligation to update
these statements after the date of this Current Report, except as required by
law.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 Amendment No. 1, dated as of December 3, 2008, to
Amended and Restated Agreement and Plan of Merger by
and among World Waste Technologies, Inc., Vertex
Energy LP, Vertex Energy, Inc., Vertex Merger Sub,
LLC and Benjamin P. Cowart.
2.2 Amendment No. 2, dated as of December 4, 2008, to
Amended and Restated Agreement and Plan of Merger, as
amended, by and among World Waste Technologies, Inc.,
Vertex Energy LP, Vertex Energy, Inc., Vertex Merger
Sub, LLC and Benjamin P. Cowart. 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.
WORLD WASTE TECHNOLOGIES, INC.
Date: December 8, 2008 By: /s/ John Pimentel
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John Pimentel
Chief Executive Officer