- Current report filing (8-K)
March 24 2009 - 11:41AM
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): March 24,
2009
HYDROGEN
ENGINE CENTER, INC.
(Exact
name of registrant as specified in its charter)
|
NEVADA
|
000-50542
|
82-0497807
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
2502
East Poplar Street, Algona, Iowa 50511
(Address
of principal executive offices)
Registrant's
telephone number, including area code: (515) 295-3178
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))
*Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
5.01
Changes in Control of
Registrant.
Effective
March 17, 2009, Ted Hollinger, the Company’s founder, entered into an agreement
with Steven C. Waldron, under which Mr. Hollinger granted Mr. Waldron the option
to purchase all of his shares of Common Stock of the Company at a price of $0.02
per share. Mr. Hollinger currently owns 15,661,037 shares, or 52.83%
of the total number of shares of Common Stock outstanding. Mr.
Waldron has paid the amount of $15,000 to acquire the option. If the
option is not exercised, Mr. Hollinger will be obligated to transfer 750,000
shares of his stock to Mr. Waldron. In the event Mr. Waldron
exercises the option, he will pay Mr. Hollinger an additional
$298,220.
Under the
terms of the agreement, Mr. Waldron has the right to conduct due diligence on
the Company over a period of 45 days before determining whether to exercise his
option. If the option is exercised, Mr. Waldron will have purchased
voting control of the Company and will be able to control the business plans and
direction of the Company. Mr. Waldron is associated with Pinnacle
Wind Energy, a company dedicated to the efficient development of wind
power. Should Mr. Waldron gain control of the Company, Company
resources likely will be primarily dedicated to this goal. Subject to
approval of the Board of Directors, the agreement would also allow Mr. Hollinger
to retain five patent applications not directly associated with wind energy
generation and would grant the Company a right of first refusal to license any
technologies associated with those patents. In order to allow him to
develop the patents, the agreement also anticipates that Mr. Hollinger would be
released from his agreement not to compete with the Company.
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.
HYDROGEN
ENGINE CENTER, INC.
(Registrant)
By:
/s/ Michael Schiltz
-----------------------
Name: Michael
Schiltz
Title: Acting
President
Date: March
24, 2009
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