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): January 24, 2006
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 2.01 Completion of Acquisition or Disposition of Assets.
On January 26, 2006, ReFuel Terminal Operations, Inc. ("RTO"), a
subsidiary of ReFuel America, Inc., a wholly owned subsidiary of the Registrant,
closed the Contract of Sale, as amended, with Crown Central LLC, pursuant to
which RTO purchased from Crown three parcels of land, along with fuel terminals
located on such properties. Pursuant to the Contract of Sale, Refuel America
paid an aggregate purchase price of $1,700,000 for all three parcels.
Also 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. The
balance of $2,800,000 will be provided to us as follows:
o $650,000 shall be advanced two business days prior to the filing by
the Registrant with the Securities and Exchange Commission of the
Registration Statement (as defined below); and
o $2,150,000 shall be advanced two business days prior to the date the
Registration Statement is declared effective by the Securities and
Exchange Commission.
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 to purchase 1,125,000
shares of common stock at $1.00 per share.
In connection with the Purchase Agreement, the Registrant also entered
into a registration rights agreement (the "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. The
Registrant is obligated to use its best efforts to cause the Registration
Statement to be declared effective no later than May 24, 2006 and to insure that
the registration statement remains in effect until all of the shares of common
stock to be registered have been sold. In the event of a default of its
obligations under the Registration Rights Agreement, including its agreement to
file the Registration Statement with the Securities and Exchange Commission no
later than February 24, 2006, or if the Registration Statement is not declared
effective by May 24, 2006, it is required to pay to Cornell, as liquidated
damages, for each month that the registration statement has not been filed or
declared effective, as the case may be, either a cash amount or shares of our
common stock equal to 2% of the liquidated value of the Debentures.
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.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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) Exhibits.
Exhibit
Number Description
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10.1 Contract of Sale, dated September 29, 2005, by and among Crown
Central LLC and ReFuel America, Inc. (incorporated by
reference to the exhibit to Registrants Form 8-K filed on
October 3, 2005)
10.2 Amendment to Contract of Sale, dated December 9, 2005, by and
among Crown Central LLC and ReFuel America, Inc. (incorporated
by reference to the exhibit to Registrants Form 8-K filed on
December 16, 2005)
10.3 $2,200,000 principal amount Secured Convertible Debenture,
dated January 24, 2006, issued by NewGen Technologies, Inc. to
Cornell Capital Partners LP
10.4 Warrant to purchase 1,125,000 shares of Common Stock of NewGen
Technologies, Inc., issued January 24, 2006
10.5 Securities Purchase Agreement, dated January 24, 2006, by and
between NewGen Technologies, Inc. and Cornell Capital Partners
LP
10.6 Investor Registration Rights Agreement, dated January 24,
2006, by and between NewGen Technologies, Inc. and Cornell
Capital Partners LP
10.7 Security Agreement, dated January 24, 2006, by and between
NewGen Technologies, Inc. and Cornell Capital Partners LP
10.8 Subsidiary Security Agreement, dated January 24, 2006, by and
between ReFuel Terminal Operations, Inc. and Cornell Capital
Partners LP
10.9 Subsidiary Security Agreement, dated January 24, 2006, by and
between ReFuel America, Inc. and Cornell Capital Partners LP
10.10 Subsidiary Security Agreement, dated January 24, 2006, by and
between NewGen International, Inc. and Cornell Capital
Partners LP
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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: January 27, 2006 By: /s/ Scott A. Deininger
-----------------------------
Name: Scott A. Deininger
Title: Chief Financial Officer
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