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 (Date of earliest event reported): September 28, 2005
NEWGEN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-23365 33-0840184
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) 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.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On September 28, 2005, Refuel America, Inc., a wholly owned subsidiary of
the Registrant, entered into a Contract of Sale (the "Agreement") with Crown
Central LLC, pursuant to which Refuel America will purchase from Crown three
parcels of land, along with fuel terminals located on such properties. Pursuant
to the Agreement, Refuel America paid an initial deposit of $170,000 on an
aggregate purchase price of $1,700,000 for all three parcels.
On September 30, 2005, we completed a private placement offering of
1,187,500 shares our common stock, par value $0.001 per share, to accredited
investors for an aggregate purchase price of approximately $593,750. The
aforementioned securities were sold in reliance upon the exemption afforded by
the provisions of Regulation D, as promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
Pursuant to a Registration Rights Agreement, we have granted the foregoing
investors registration rights with respect to the shares of common stock
purchased. Pursuant to the Registration Rights Agreement, we will file a
registration statement with the Securities and Exchange Commission within 180
days of the closing of the sale of our common stock.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
- --------------------------------------------------------------------------------
10.1 Contract of Sale, dated September 28, 2005, by and among Crown
Central LLC and ReFuel America, Inc.
10.2 Form of Registration Rights Agreement (incorporated by
reference to the exhibit to Registrants Form 8-K filed on
August 25, 2005)
99.1 Press Release - NewGen Technologies Announces Agreement to
Purchase Three Fuel Terminals
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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.
NEWGEN TECHNOLOGIES, INC.
Dated: October 3, 2005 By: /s/ Bruce Wunner
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Name: Bruce Wunner
Title: Chief Executive Officer
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