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: January 30, 2009
GREENSHIFT 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 AGREEMENTS
AMENDMENT TO EQUITY CAPITAL CONTRIBUTION AGREEMENT
Effective January 30, 2009, GreenShift Corporation entered into a First
Amendment to Membership Interest Purchase and Equity Capital Contribution
Agreement (the "ECCA Agreement"). The other parties to the ECCA Agreement
include:
>> GS COES (Adrian I), LLC ("GS Adrian"), a newly formed GreenShift
subsidiary;
>> Biofuel Industries Group, LLC ("BIG"), a Michigan limited liability company
that was purchased by GreenShift in 2008;
>> GS (NextDiesel I), LLC ("GS NextDiesel"), a newly formed GreenShift
subsidiary; and,
>> CleanBioenergy Partners, LLC, a Delaware limited liability company
("CleanBioenergy"), a newly formed joint venture company owned by two
members: one is a subsidiary of GE Energy Financial Services, a unit of
General Electric Company, and the other member is a subsidiary of YA Global
Investments, L.P., a private investment firm managed by Yorkville Advisors,
LLC.
The ECCA Agreement was signed on December 11, 2008, and was the subject of a
Current Report on 8-K filed by GreenShift on December 16, 2008. Under the terms
of the ECCA Agreement, CleanBioenergy agreed to invest up to $38 million in GS
NextDiesel to help deploy twelve corn oil extraction facilities ("COES
Facilities") and to double the capacity of GreenShift's 10 million gallon per
year Michigan-based NextDiesel biodiesel refinery to 20 million gallons per
year.
The ECCA Agreement provides that 70% of the membership units in GS NextDiesel
will be issued to CleanBioenergy, and that the remaining 30% of the membership
units will be issued to GS Adrian.
At the time of the initial contribution of cash by CleanBioenergy (the "Initial
Equity Contribution Date"), GreenShift will contribute to GS NextDiesel all of
its existing COES Facilities and its membership interest in BIG. Thereafter,
CleanBioenergy will continue to make cash contributions as additional COES
Facilities reach specified production thresholds.
The ECCA Agreement originally provided that CleanBioenergy could terminate the
ECCA Agreement if the Initial Equity Contribution Date had not occurred by
January 30, 2009. The Amendment extended that date to March 2, 2009.
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: February 3, 2009 GREENSHIFT CORPORATION
By: /s/ Kevin Kreisler
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Kevin Kreisler
Chief Executive Officer