O2Diesel Corp - Current report filing (8-K)
February 07 2008 - 4:19PM
Edgar (US Regulatory)
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): February 2,
2008
O2DIESEL
CORPORATION
(Exact
name of registrant as specified in its charter)
Commission
file number: 001-32228
Delaware
(State
of incorporation)
|
91-2023525
(I.R.S.
Employer Identification No.)
|
|
|
100
Commerce Drive, Suite 301
Newark,
DE
(Address
of principal executive offices)
|
19713
(Zip
Code)
|
(302)
266-6000
(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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2
(b))
o
Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4
(c))
SECTION
1 -- REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
O2Diesel
Corporation (the “
Company
”)
and
ProEco Energy Company, Inc. (“
ProEco
”)
and
its shareholders (the “
ProEco
Shareholders
”)
entered into a second Letter Agreement (the “
Letter
Agreement
”),
modifying the terms of the Share Exchange Agreement, dated January 12, 2007.
As
previously disclosed, the parties were in the process of developing a new
fuel-grade ethanol plant in
Belle
Fourche,
South
Dakota (the “
Ethanol
Plant
”).
Pursuant
to the Letter Agreement, the parties agreed to extend the maturity date of
the
outstanding $1.4 million loan from the Company to ProEco, from January 31,
2008
to February 29, 2008. The parties are currently redefining their long-term
relationship with regard to the development of the Ethanol Plant
project.
A
copy of
the Share Exchange Agreement was filed as an exhibit to the Company’s current
report on Form 8-K, filed on January 18, 2007, and is incorporated herein by
reference. A copy of the Letter Agreement will be filed as an exhibit to the
Form 10-KSB, which will be filed on or about March 31, 2008.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
10.1
|
Share
Exchange Agreement, dated January 12, 2007.
Previously
filed as an exhibit to the Company’s current report on Form 8-K, filed on
January 18, 2007, and incorporated herein by
reference.
|
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.
|
|
|
|
O2DIESEL
CORPORATION
|
|
|
|
|
By:
|
/s/
Alan
R. Rae
|
|
Alan
R. Rae
|
|
Chief
Executive Officer
|
Date:
February
7, 2008
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