Form: 8-K

Current report filing

March 13, 2020

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 12, 2020

 

CLEAN ENERGY FUELS CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

Delaware

 

001-33480

 

33-0968580

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

 

 

 

4675 MacArthur Court, Suite 800

Newport Beach, CA

 

92660

(Address of Principal Executive Offices)

 

Zip Code

 

(949) 437-1000

(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 (see General Instruction A.2. below):

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value per share

CLNE

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

 

 

Item 7.01. Regulation FD Disclosure.

 

On March 13, 2020, Clean Energy Fuels Corp. (the “Company”) issued a press release announcing the authorization of a share repurchase program of up to $30.0 million (exclusive of fees and commissions) of the Company’s common stock, $0.0001 par value per share (the “Repurchase Program”).

 

A copy of such press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 8.01.Other Events.

On March 12, 2020, the Company’s Board of Directors authorized the Repurchase Program. Repurchases under the Repurchase Program may be effected from time to time through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, in each case subject to market conditions, applicable securities laws and other relevant factors.  Repurchases may also be made under Rule 10b5-1 plans.    The Repurchase Program does not have an expiration date, and it may be suspended or discontinued at any time.

Goldman Sachs & Co. will have the authority to repurchase the Company’s shares in the open market under a prearranged stock repurchase plan under Rule 10b5-1.

 

 

Item 9.01. Financial Statements and Exhibits.

 

 

 

Exhibit

Description

99.1

Press Release dated March 13, 2020

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

Date: March 13, 2020

 

 

 

CLEAN ENERGY FUELS CORP.

 

 

 

 

 

 

 

 

By:

 

/s/ Andrew J. Littlefair

 

 

 

 

 

 

Name: Andrew J. Littlefair

 

 

 

 

 

 

Title: President and Chief Executive Officer