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We shall see if we get news tonite or tomorrow.
LMAO when I saw that. Blind investors.
hehe yes that sounds good ! :)
I am not sure what you mean. But here's the current form:
http://www.secinfo.com/d16Nc8.t2c.htm
Is that what you read?
hm...maybe i read a wrong filing then ???
lightbeam posted it yesterday ?
Ok. Confused me there B.
We merged (using a short form), in accordance w/ the YAGI agreement. So...what's the question?
What about the short term merger ????
What's the question B?
???
- The shares of GS AgriFuels ceased to be outstanding at the close of
business on February 29, 2008.
- On March 27, 2008 GS AgriFuels will pay $.50 per share to the record
holders of common stock as of February 29, 2008 other than Subsidiary.
- GS AgriFuels Corporation has become a 100%-owned subsidiary of GreenShift
Corporation.
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
COMMISSION FILE NO.: 001-16207
Date of Report: February 29, 2008
GS AGRIFUELS CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 98-0226479
--------------------------------------------------------------------------------
(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
One Penn Plaza, Suite 1612, New York, New York 10119
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 994-5374
--------------------------------------------------------------------------------
(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))
8-K Last Page of 2 TOC 1st Previous Next Bottom Just 2nd
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On February 29, 2008, a wholly-owned subsidiary of GreenShift Corporation
(the "Subsidiary") that owned 90% of the outstanding shares of GS AgriFuels,
filed with the Delaware Secretary of State a Certificate of Ownership and Merger
merging Subsidiary into GS AgriFuels Corporation. The effect of the merger is
the following:
- The shares of GS AgriFuels ceased to be outstanding at the close of
business on February 29, 2008.
- On March 27, 2008 GS AgriFuels will pay $.50 per share to the record
holders of common stock as of February 29, 2008 other than Subsidiary.
- GS AgriFuels Corporation has become a 100%-owned subsidiary of GreenShift
Corporation.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
3-a. Certificate of Ownership and Merger merging Subsidiary into GS AgriFuels
Corporation.
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.
Dated: March 3, 2008 GS AGRIFUELS CORPORATION
By: /s/ Kevin Kreisler
------------------------------
Kevin Kreisler
Chief Executive Officer
Lights out!
It's over!!!!!!
GSGF is going HOME!!!!
GSGF is ALMOST DONE!!!! GS HERE WE COME!
§ 253. Merger of parent corporation and subsidiary or subsidiaries.
(a) In any case in which at least 90% of the outstanding shares of each class of the stock of a corporation or corporations (other than a corporation which has in its certificate of incorporation the provision required by § 251(g)(7)(i) of this title), of which class there are outstanding shares that, absent this subsection, would be entitled to vote on such merger, is owned by another corporation and 1 of the corporations is a corporation of this State and the other or others are corporations of this State, or any other state or states, or the District of Columbia and the laws of the other state or states, or the District permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction, the corporation having such stock ownership may either merge the other corporation or corporations into itself and assume all of its or their obligations, or merge itself, or itself and 1 or more of such other corporations, into 1 of the other corporations by executing, acknowledging and filing, in accordance with § 103 of this title, a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors to so merge and the date of the adoption; provided, however, that in case the parent corporation shall not own all the outstanding stock of all the subsidiary corporations, parties to a merger as aforesaid, the resolution of the board of directors of the parent corporation shall state the terms and conditions of the merger, including the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving corporation upon surrender of each share of the subsidiary corporation or corporations not owned by the parent corporation, or the cancellation of some or all of such shares. Any of the terms of the resolution of the board of directors to so merge may be made dependent upon facts ascertainable outside of such resolution, provided that the manner in which such facts shall operate upon the terms of the resolution is clearly and expressly set forth in the resolution. The term "facts," as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation. If the parent corporation be not the surviving corporation, the resolution shall include provision for the pro rata issuance of stock of the surviving corporation to the holders of the stock of the parent corporation on surrender of any certificates therefor, and the certificate of ownership and merger shall state that the proposed merger has been approved by a majority of the outstanding stock of the parent corporation entitled to vote thereon at a meeting duly called and held after 20 days' notice of the purpose of the meeting mailed to each such stockholder at the stockholder's address as it appears on the records of the corporation if the parent corporation is a corporation of this State or state that the proposed merger has been adopted, approved, certified, executed and acknowledged by the parent corporation in accordance with the laws under which it is organized if the parent corporation is not a corporation of this State. If the surviving corporation exists under the laws of the District of Columbia or any state or jurisdiction other than this State, subsection (d) of § 252 of this title shall also apply to a merger under this section.
(b) If the surviving corporation is a Delaware corporation, it may change its corporate name by the inclusion of a provision to that effect in the resolution of merger adopted by the directors of the parent corporation and set forth in the certificate of ownership and merger, and upon the effective date of the merger, the name of the corporation shall be so changed.
(c) Subsection (d) of § 251 of this title shall apply to a merger under this section, and subsection (e) of § 251 of this title shall apply to a merger under this section in which the surviving corporation is the subsidiary corporation and is a corporation of this State. References to "agreement of merger" in subsections (d) and (e) of § 251 of this title shall mean for purposes of this subsection the resolution of merger adopted by the board of directors of the parent corporation. Any merger which effects any changes other than those authorized by this section or made applicable by this subsection shall be accomplished under § 251 or § 252 of this title. Section 262 of this title shall not apply to any merger effected under this section, except as provided in subsection (d) of this section.
(d) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under this section is not owned by the parent corporation immediately prior to the merger, the stockholders of the subsidiary Delaware corporation party to the merger shall have appraisal rights as set forth in § 262 of this title.
(e) A merger may be effected under this section although 1 or more of the corporations parties to the merger is a corporation organized under the laws of a jurisdiction other than 1 of the United States; provided that the laws of such jurisdiction permit a corporation of such jurisdiction to merge with a corporation of another jurisdiction. (8 Del. C. 1953, § 253; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 18; 57 Del. Laws, c. 148, § 24; 59 Del. Laws, c. 106, §§ 10, 11; 60 Del. Laws, c. 371, § 2; 63 Del. Laws, c. 25, § 13; 64 Del. Laws, c. 112, §§ 36, 37; 66 Del. Laws, c. 136, § 26; 69 Del. Laws, c. 61, §§ 7, 8; 70 Del. Laws, c. 186, § 1; 70 Del. Laws, c. 299, § 1; 70 Del. Laws, c. 349, § 10; 70 Del. Laws, c. 587, § 20; 72 Del. Laws, c. 123, § 8; 74 Del. Laws, c. 84, § 13.)
Party is ALMOST OVER!! WOOHOO!!! GO GERS!
Hello,
All this basically means is that GERS (CleanTech/Greenshift) will be taking GSGF private. Thus all the holders het 50c/share and are bought out. GSGF will stop being a public company, the stock will vanish, and you get cashed out.
The "other than the new GreenShift..." is a way to ensure only GSGF holders get the buyout. So if you have GSGF, you'll be cash out, and only for your GSGF shares.
Come to gers board now.
http://investorshub.advfn.com/boards/board.asp?board_id=6303
This one is dead. You will recieve .5, any one that is insider will not. IMO GLTY LB
All non-affiliated minority shareholders of GS AgriFuels will receive a cash payment of $0.50 per share as a result of the merger and will thereafter cease to be shareholders of GS AgriFuels.
http://www.gs-cleantech.com/news.php?id=81
SOAPY BUBBLES: Can you please explain the following
"On February 29, 2008, GreenShift will transfer its interest in the capital stock of GS AgriFuels to a new wholly-owned subsidiary of GreenShift and then the new subsidiary will merge GS AgriFuels into itself in accordance with the short-form merger procedures provided in Section 253 of the Delaware General Corporation Law.
At the close of business on February 29, 2008, the common stock of GS AgriFuels will be delisted from the OTC Bulletin Board, and will become non-transferable.
On or before March 31, 2008, all shareholders of GS AgriFuels as of February 29, 2008, other than the new GreenShift subsidiary, will receive a cash payment of $0.50 per share held in GS AgriFuels and will thereafter cease to be shareholders of GS AgriFuels as a result of these transactions."
I am a Agrifuels shareholder before 29 FEB 08. I will therefore receive a 50 cent payout per share on or before 31 March correct? I only ask because they inserted they following:
On or before March 31, 2008, all shareholders of GS AgriFuels as of February 29, 2008, other than the new GreenShift subsidiary,...
Not sure what that means. I just want to make sure I get my cash and not some stock in some other greenshift company.
Thanks for taking the time to read this.
Troy
Please don't spam GSGF w/ SWVC postings. Also, I am upbeat -- GSGF is being taken private. Last time I checked, that's a positive event for a company.
Ya know, a short form merger?
Oh yeah!
LOL Soapy, you used to be so upbeat on this stock, hope you didn't lose too much here:
Posted by: Soapy Bubbles
In reply to: None Date:11/15/2007 7:29:53 PM
Post #of 133526
Also there is a bad misread of the chart here. Take a look at the chart from March until today. You'll see a cup and something that looks like a dying/failed handle. In reality that's a bearish wedge connected to the cup. Such a pattern is called a "Bump and Run Reveral Bottoms" and indicates a long term trend reversal. Look it up, you'll be like *DUH!*.
It's a naturally occuring reversal with strong upside potential. Also the astute chartist should notice this reversal occurs during Tom's time as the CEO. Why would that be, hmmm?
Keep in mind change in management causes change in PPS charts. If you don't believe me, look at the chart. Also, check out charts when managment changes -- esp GSGF. KK just got kicked off the CEO seat and the PPS jumped. Why? LOL. You solve that.
Enjoy charting guys -- keep in mind the big picture is what you want to see.
Hmm... Maybe we should just light the etho on fire?
If that happens we will have a nightmare. IMO What do we do with this? Where the heck is the switch? Just walk away?
Hey, LB, don't forget to turn off the lights and lock the door when the party is over. We don't want anyone ever opening GSGF ever again.
Will do, thanks for the heads up.
ONE MORE TIME: LEAVE CICS TO YA.
Yes. The old parent will be CICS and GSCL will become GERS -- the NEW Greenshift. DON'T INVEST IN CICS. (Flips at best.)
GERS is the only GS company that's worth something. Avoid the rest like the plague. (Esp. CICS.)
We have moved to here.
http://investorshub.advfn.com/boards/board.asp?board_id=6303
That is it. One board, one company. I think KK has carbonics. The old greenshift becomes them. Confusing? LOL
Soapy, Will this board continue? Or is GERS the only one G companies will have?
Ask the mods ! :)
Thanks. Will GSGF board continue?
I think after the fair price report. Should be soon. Let me know, thanks LB
* In addition to the number of shares memorialized above, YA Global Investments, L.P. (“YA Global”) is the owner of the Warrants to purchase (1) 1,250,000 shares of common stock exercisable at $.001 per share which it obtained on June 7, 2006; (2) 540,000 shares of common stock exercisable at .001 which it obtained on October 30, 2006 and (3) 1,665,000 shares of common stock exercisable at $.001 which it obtained on January 14, 2008. These shares are not included in the calculation of the amount of outstanding shares owned by YA Global because the Warrant Agreement prohibits YA Global from converting any of its Warrants if at the time YA Global is entitled to exercise any Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by YA Global and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise.
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 3,203,065
(b) Percentage of Class: 9.99%*
(c) Number of shares as to which the person has:
(i) Sole Power to vote or to direct the vote: 3,203,065
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition: 3,203,065
(iv) Shared power to dispose or to direct the disposition: 0
Soapy, If GS company is worth acquiring, great, but no CD's to purchase. We already did that once. Do you agree?
At this point in time yes, but what of later? :)
Sure rains on the speculative view put forth by Soapy and others in the past.
I take it back on private for Agri -- seems the plan is to keep the structure as it is and concentrate the value up thru GSCL.
Seems little or no likelihood that Agrifuels comes under SWVC in my estimation based upon the reasoning here.
Onto the next board!
Background on GS AgriFuels Transaction
Ed Carroll, GS AgriFuels’ chief financial officer, said that “We have been burning too much cash at the corporate level administering multiple public entities. We believe that taking GS AgriFuels private, along with the other restructuring steps we have taken during the past 60 days, will significantly reduce corporate overhead, while streamlining our operations and alleviating the confusion that our multiple entities cause to both our clients and our shareholders.”
Kevin Kreisler, chairman of GS CleanTech and GS AgriFuels, added: “The elimination of confusion has been a chief goal of our restructuring, as minority shareholders in each company have expressed concerns regarding the relationship between GS CleanTech and GS AgriFuels.”
In late 2006, GS AgriFuels acquired NextGen Fuel, Inc. (“NextGen”), a development stage company that had developed proprietary and patent-pending technologies for the high efficiency transesterification of qualified oils and fats into biodiesel. While the NextGen reactor is an elegant, robust and proven technology, upstream and downstream processes are required to prepare targeted oils and fats before reaction and to purify the fuel after reaction. GS CleanTech’s engineers have either redesigned or designed nearly all of the upstream and downstream processes used in conjunction with the NextGen reactor today. Moreover, since NextGen never had its own engineering, manufacturing, installation, commissioning or any other technical staff after the acquisition, GS CleanTech’s engineering and manufacturing teams have conducted virtually all of NextGen’s operations since early 2007. Significantly, GS CleanTech’s staff is directly responsible for GS AgriFuels’ third quarter profits.
Kreisler continued: “The degree to which GS CleanTech’s and GS AgriFuels’ operations are integrated and the extent to which GS AgriFuels relies on GS CleanTech’s engineers raises issues for the GS CleanTech shareholders that must be resolved. After reviewing a variety of alternatives, we concluded that the most equitable way to resolve these issues is for GS CleanTech to take GS AgriFuels private for fair value.”
“We also believe that the combined benefit of GS AgriFuels’ and GS CleanTech’s commercialized technologies will be more effectively realized and translated into increased shareholder wealth by taking GS AgriFuels private. Once this transaction is completed, the value proposition presented by GS CleanTech’s various biofuels technologies and operations will no longer be diluted and spread across multiple publicly listed entities – it will be concentrated in one company: GS CleanTech.”
hey-
maybe they don't need the leverage of the public market in that case!
sure would like to some of this dynamo under the SWVC roof on the right terms.
Perhaps private isn't the long term plan?
I'll c ya on GSCL.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-16207 GS AGRIFUELS CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) One Penn Plaza, Suite 1612, New York, NY 10119 212-994-5374 -------------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Common Stock, $.0001 par value -------------------------------------------------------------------------------- (Title of each class of securities covered by this Form) (Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports: Rule 12g-4(a)(1)(i) |X| Rule 12h-3(b)(1)(i) |_| Rule 12g-4(a)(1)(ii) |_| Rule 12h-3(b)(1)(ii) |_| Rule 12g-4(a)(2)(i) |_| Rule 12h-3(b)(2)(i) |_| Rule 12g-4(a)(2)(ii) |_| Rule 12h-3(b)(2)(ii) |_| Rule 15d-6 |_| Approximate number of holders of record as of the certification or notice date: 1 Pursuant to the requirements of the Securities Exchange Act of 1934, GS AgriFuels Corporation has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. Date: March 28, 2008 By: /s/ Kevin Kreisler ------------------------------------------------ Kevin Kreisler, Chief Executive Officer Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.
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