UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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): February 27, 2006
BPI Energy Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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| British Columbia, Canada |
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001-32695 |
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75-3183021 |
(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 30775 Bainbridge Road, Suite 280, Solon, Ohio |
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44139 |
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(Zip Code) |
Registrant’s telephone number, including area code (440) 248-4200
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 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))
TABLE OF CONTENTS
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| ITEM 5.02 |
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Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers |
On February 27, 2006, the Board of Directors of BPI Energy Holdings, Inc. (the “Company”) appointed
David E. Preng as a member of the Board, effective immediately. At the Company’s next Board of
Directors meeting, Mr. Preng will be appointed to serve as Chairperson of the Compensation
Committee and as a member of the Nominating Committee. There is no arrangement or understanding
between Mr. Preng and any other persons pursuant to which Mr. Preng was elected as a director.
During the Company’s current fiscal year, the Company engaged Preng & Associates, an executive
recruiting company for which Mr. Preng is the President and founder, to assist the Company with a
search for a Senior Vice President of Operations. The Company expects to pay Preng & Associates in
excess of $60,000 for these services. The amount the Company will ultimately pay Preng &
Associates is based on a percentage of the salary of any executives the Company hires as a result
of the search. The Company does not expect this amount to exceed $200,000, or 5% of Preng &
Associates’ consolidated gross revenues for the year (as required by the American Stock Exchange’s
independence requirements).