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.: 0-28887
Date of Report: June 30, 2009
CARBONICS CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 22-3328734
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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 2.01 Completion of Acquisition of Assets
Item 2.03 Creation of a Direct Financial Obligation
Effective June 30, 2009, pursuant to a Stock Purchase Agreement dated as of that
date, the Company purchased 100% of the capital stock of Sustainable Systems,
Inc. ("Sustainable") from GS AgriFuels Corporation in return for the assumption
of $4,000,000 of GS AgriFuels' debt due to YA Global Investments, L.P. ("YA
Global"). To record the assumption of liability, the Company issued to YA Global
a secured convertible debenture dated as of June 30, 2009 in the principal
amount of $4,000,000. The debenture has an annual interest rate of 12% and it
matures on December 31, 2010. The debenture is convertible into the common stock
of the Company at a rate equal to the lesser of $0.01 per share or 90% of the
lowest daily volume weighted average price of the Company's common stock during
the 20 consecutive days immediately preceding the conversion date. The debenture
is secured by a first priority security position on the assets of Carbonics
Capital Corporation. The debenture is guaranteed by GS AgriFuels and its parent,
GreenShift Corporation, and by the majority shareholder of both GreenShift and
Carbonics Capital, which is Viridis Capital, LLC. In addition, the agreement
pursuant to which YA Global consented to the assignment and assumption of the
debt provides that Carbonics Capital Corporation will be released from the
guarantee it gave in January 2008 of $42 million in indebtedness of GreenShift
Corporation to YA Global.
Sustainable Systems, Inc., through its subsidiary, Sustainable Systems, LLC,
owns and operates an oilseed processing facility in Culbertson, Montana. This
facility processes high value food grade vegetable oils for food and industrial
applications.
Item 9.01 Financial Statements and Exhibits
Financial Statements
Financial statements of Sustainable Systems, Inc. - to be filed by amendment.
Pro forma financial statements - to be filed by amendment.
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.
CARBONICS CAPITAL CORPORATION
By: /s/ Paul Miller
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Paul Miller, Chief Executive Officer