____________________________________________________________
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): September
9, 2008
ALLEGRO
BIODIESEL CORPORATION
____________________________________________________________________________
(Exact
name of registrant as specified in its charter)
| Delaware |
|
0-21982 |
|
20-5748331 |
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification
No.)
|
6033
West
Century Boulevard, Suite 1090, Los Angeles, California 90045
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (310) 670-2093
Not
applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of Allegro under any of the following provisions
(see General Instruction A.2.below):
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))
Item
2.01. Completion of Acquisition or Disposition of Material
Assets
On
September 9, 2008, pursuant to the Interest Purchase Agreement dated June 13,
2008, Allegro Biodiesel Corporation (“Allegro”) completed the sale of 100% of
the limited liability interests in Vanguard Synfuels, LLC (“Vanguard”) to
Consolidated Energy Holdings, LLC (“CEH”) (the “Transaction”). The assets of
Vanguard include the biodiesel plant located in Pollock, Louisiana, and
represent substantially all of the operating assets of Allegro. The Transaction
was approved by a majority of the stockholders of Allegro acting by written
consent.
As
consideration for the purchase of Vanguard, (i) CEH paid Allegro the sum of
$1,000; (ii) assumed approximately $2.9 million in senior secured debt; (iii)
assumed approximately $400,000 in trade payables; (iv) assumed obligations
of
Allegro and/or Vanguard under existing employment agreements with employees
of
Allegro and of Vanguard and (v) assumed the accrued compensation for certain
Allegro employees that has accumulated since our Company-wide expense reduction
plan, which was enacted on October 15, 2007. Darrell Dubroc and Tim Collins
are
members of CEH and officers and directors of Allegro. They resigned their
positions with Allegro upon the close of the Transaction effective as of June
13, 2008.
The
foregoing description of the Transaction does not purport to be complete and
is
qualified in its entirety by reference to the description of the terms of the
Transaction set forth in Item 1.01 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on June 13, 2008.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As
described under Item 2.01 above, on September 9, 2008, Darrell Dubroc and Tim
Collins tendered their resignations as officers and members of the Board of
Directors of Allegro, effective as of June 13, 2008.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
99.1
Press Release issued by Allegro Biodiesel Corporation, dated September 10,
2008.
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 hereunder
duly authorized.
Date: September
10, 2008
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ALLEGRO BIODIESEL CORPORATION |
|
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|
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By: |
/s/
Bruce Comer |
| |
Bruce
Comer |
| |
Chief Executive
Officer |