SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-50469
Date of Report: February 28, 2007
GS CLEANTECH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 59-3764931
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
One Penn Plaza, Suite 1612, New York, NY 10019
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(Address of principal executive offices) (Zip Code)
(212) 994-5374
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(Registrant's telephone number including area code)
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))
Item 1.01 Entry into Material Definitive Agreement
Item 3.02 Unregistered Sale of Equity Securities
On February 28, 2007 GS CleanTech entered into a Stipulation of Settlement
to settle the lawsuit titled "Kerns Manufacturing Corp. v. Veridium Corporation
and KBF Pollution Management, Inc., which was pending in the Supreme Court of
the State of New York (County of Queens, Index No. 19788/03). Pursuant to the
Stipulation, GS CleanTech issued to Kerns Manufacturing Corp. (a) a Convertible
Debenture in the principal amount of $500,000 that is due on March 31, 2007 and
(b) a Convertible Debenture in the principal amount of $1,000,000 that is due on
June 30, 2007. Each Debenture may be converted by its holder into common stock
of GS CleanTech at a price equal to 90% of the average of the last trade prices
for the common stock during the five days preceding conversion. The total shares
issued upon conversion, however, may not, when added to other GS CleanTech
shares beneficially owned by the holder, total more that 4.99% of the
outstanding GS CleanTech common stock.
The Stipulation provides that upon satisfaction of all obligations under
the Stipulation, the parties will exchange mutual general releases. If, however,
GS CleanTech defaults in satisfying the $500,000 Debenture, then Kerns
Manufacturing Corp. may cause the action to be restored to the trial calendar of
the New York Supreme Court.
Item 9.01 Financial Statements and Exhibits
Exhibits
10-a Stipulation of Settlement dated February 28, 2007 in matter titled "Kerns
Manufacturing Corp. v. Veridium Corporation et al."
SIGNATURE
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.
Dated: March 6, 2007 GS CLEANTECH CORPORATION
By: /s/ David Winsness
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David Winsness, Chief Executive Officer