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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 13, 2005
BPI Industries Inc.
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(Exact Name of Registrant as Specified in Charter)
British Columbia, Canada 001-32695 75-3183021
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30775 Bainbridge Road, Suite 280, Solon, Ohio 44139
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (440) 248-4200
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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:
|_| 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))
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[Item 1.01]
On December 13, 2005, BPI Industries Inc. issued the press release filed as
Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated December 13, 2005.
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.
BPI Industries Inc.
By: /s/ George J. Zilich
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George J. Zilich
Chief Financial Officer and General Counsel
Date: December 13, 2005
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated December 13, 2005.
MATERIAL CHANGE REPORT
pursuant to subsection 7.1 (2) OR (3)
of National Instrument 51-102
Item 1. Reporting Issuer
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BPI Industries Inc.
30775 Bainbridge Road, Suite 280
Solon, OH 44139
Item 2. Date of Material Change
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December 13, 2005
Item 3. News Release
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The Issuer issued a News Release dated December 13, 2005, which
was disseminated via Business Wire and Stockwatch, pursuant to
section 7.1 of National Instrument 51-102
Item 4. Summary of Material Change
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BPI Industries Begins Doing Business as BPI Energy
Item 5. Full Description of Material Change
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BPI Industries Begins Doing Business as BPI Energy
Cleveland, OH--December 13, 2005--BPI Industries Inc. (BPI) (AMEX:BPG) (TSX
VENTURE:BPR), an independent energy company engaged in the exploration,
development and commercial sale of coalbed methane (CBM) in the Illinois Basin,
today announced that it will begin doing business as BPI Energy effective
immediately.
"The name change, part of a corporate identity initiative designed to increase
awareness of our company, more accurately reflects our business," said BPI
President and Chief Executive Officer James G. Azlein. "Moreover, as we begin
trading on the Amex today, we felt the time was appropriate to better align our
identity with our operations."
The company expects to conduct a special meeting of shareholders to submit the
name change to a shareholder vote in the near future.
To be added to BPI Energy's e-mail distribution list, please click on the link
below: http://www.clearperspectivegroup.com/clearsite/bpi/emailoptin.html
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About BPI Energy
BPI Energy (BPI) is an independent energy company engaged in the exploration,
production and commercial sale of coalbed methane (CBM) in the Illinois Basin,
which covers approximately 60,000 square miles in Illinois, southwestern Indiana
and northwestern Kentucky. The company currently controls the dominant CBM
acreage position in the Illinois Basin at 418,435 acres.
Some of the statements contained in this press release may be deemed to be
forward-looking in nature, outlining future expectations or anticipated
operating results or financial conditions. Such forward-looking statements are
subject to known and unknown risks, uncertainties and other factors that could
cause actual results or conditions to differ materially from the information
expressed or implied by these forward-looking statements. Some of the factors
that could cause actual results or conditions to differ materially from the
Company's expectations include: (1) inability to obtain financing to fund its
current plan of operations; (2) failure of wells drilled by BPI to be
commercially productive; (3) unexpected drilling conditions; (4) inability to
obtain drilling equipment; (5) inability to maintain acreage rights in the
Illinois Basin or to avoid disputes over the extent of its property rights; and
(6) an unexpected decline in natural gas prices. Any forward-looking statements
made by the Company in this press release or elsewhere are based on currently
available information and speak only as of the date hereof and thereof. Readers
are cautioned not to place undue reliance on these forward-looking statements.
Except as required by applicable law, the Company undertakes no duty to update
these forward-looking statements due to new information or as a result of future
events.
News releases and other information on the company are available on the Internet
at: http://www.bpi-energy.com.
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CONTACT:
BPI Investor Relations
Clear Perspective Group, LLC
Matthew J. Dennis, CFA
Sr. Managing Director
(440) 353-0552
Item 6. Reliance on subsection 7.2(2) or (3) of National Instrument
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51-102
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Not applicable. This report is not being filed on a confidential
basis.
Item 7. Omitted Information
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Not applicable.
Item 8. Executive Officer
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To obtain further information, contact James Azlein, President
of the Issuer, at (440) 248-4200 or jazlein@bpi-industries.com.
Item 9. Date of Report
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December 13, 2005