form8-k.htm
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
June 18,
2009
Date of
Report (Date of earliest event reported)
ECO2 PLASTICS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
033-31067
(Commission
File Number)
31-1705310
(IRS
Employer Identification No.)
P. O. Box
760
5300
Claus Road
Riverbank,
CA 95367
(209)
863-6200
(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):
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
1.01 Entry
into a Material Definitive Agreement
On June
18, 2009, ECO2 Plastics,
Inc. (“ECO2”
or the “Company”) executed a
settlement agreement dated June 15, 2009 with Cool Clean Technologies, Inc.
(“Cool Clean”)
(the “Agreement”) in
connection with (i) the lawsuit filed against the Company by Cool
Clean in the United States District Court for the District of Minnesota on
February 27, 2009, alleging, inter alia, breach of negotiable instrument and
breach of contract and that it is due in excess of $626,000 (the “Lawsuit”) and (ii)
ECO2’s
denial of all claims and allegations that the Company is entitled to a deposit
payment refund on equipment rental of $181, 673.
Simultaneously
with its execution of the Agreement, ECO2 shall (i)
pay Cool Clean the total sum of $175, 000 in installment payments, as provided
for in the Agreement, (ii) grant to Cool Clean a security interest in all of
ECO2’s
right, title and interest in the Collateral, as defined in the Agreement, and
(iii) return to Cool Clean the rental equipment at issue in the Lawsuit. The
Company had accrued amounts in excess of the final settlement amount and the
final terms of the agreement will result in a one-time decrease in general and
administrative expenses of approximately $125,000 in the second quarter 2009
financial statements.
Additionally,
Cool Clean acknowledges and agrees that the payment of any amounts due to it
under the Agreement are subordinate and junior to the payment of the principal
amount, including all interest, fees, costs expenses and any other amounts due
to the Senior Debt, as defined in the Agreement as all indebtedness of ECO2 for all
principal, fees, expenses, interest, penalties, post bankruptcy petition
interest, and all other amounts payable for money borrowed in connection with,
under or pursuant to, (a) the $2,000,000 loan to ECO2 from the
California Integrated Waste Management Board; (b) that certain Convertible Note
and Warrant Purchase Agreement dated as of September 2, 2008, by and among
ECO2,
Trident Capital, Inc., Trident Capital Fund-VI, L.P., Trident Capital Fund-VI
Principals Fund, L.L.C., Hutton Living Trust dated 12/10/1996, and certain other
investors; (c) that certain Convertible Note and Warrant Purchase Agreement
dated as of December 17, 2008, by and among ECO2, Peninsula
Packaging, L.L.C., Trident Capital, Inc., Trident Capital Fund-VI, L.P., Trident
Capital Fund-VI Principals Fund, L.L.C., Hutton Living Trust dated 12/10/1996,
and certain other investors; (d) that certain Convertible Note Purchase
Agreement dated as of June 2, 2009, by and among ECO2, Peninsula
Packaging, L.L.C., Trident Capital, Inc., Trident Capital Fund-VI, L.P., Trident
Capital Fund-VI Principals Fund, L.L.C., Hutton Living Trust dated 12/10/1996,
Whittaker Capital Partners, L.L.C., and certain other investors; and (e) all
extension and renewals of the foregoing indebtedness.
Immediately
upon execution of the Agreement, ECO2 and Cool Clean shall
execute a stipulation and agreed order for the dismissal of the Lawsuit with
prejudice and without fees or costs to either party.
Item
9.01(d) Exhibits
The
following exhibit is filed as part of this report:
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10.1
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ECO2 and
Cool Clean Settlement and Security
Agreement
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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.
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ECO2 Plastics, Inc.
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(Registrant)
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Date:
06/19/09
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Rodney S. Rougelot |
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Rodney
S. Rougelot
CEO
and Director
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Exhibit
Index:
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10.1
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ECO2 and
Cool Clean Settlement and Security
Agreement
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