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): October 10, 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 October 10, 2005, we completed a private placement offering of 266,000
shares our common stock, par value $0.001 per share, to accredited investors for
an aggregate purchase price of approximately $133,000. 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective October 10, 2005, Scott Deininger was appointed by the Board of
Directors as our Chief Financial Officer, replacing Michael Woods who has been
serving as Interim Chief Financial Officer.
Prior to this appointment, Mr. Deininger served as treasurer and senior
vice president of finance and administration (principal financial officer) at
American Tire Distributors Holdings, Inc. from July, 2003 to October, 2005. From
January, 2001 until June, 2003, Mr. Deininger served as vice president and
corporate controller of Safety-Kleen Corporation, prior to which he was the
Chief Financial Officer of Carmeuse North America. Mr. Deininger is a certified
public accountant and holds a B.S. degree in Accounting from York College of
Pennsylvania.
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
- --------- -------------------------------------------------------------------
10.2 Form of Registration Rights Agreement (incorporated by reference to
the exhibit to Registrants Form 8-K filed on August 25, 2005)
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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 12, 2005 By: /s/ Bruce Wunner
---------------------------------
Name: Bruce Wunner
Title: Chief Executive Officer
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