-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OPEqJ/Fdmjig1+KohzGryjm3Ztn8GLU6wliuyzEOZQdy+3rvZB18l8roeAXjN7Y6 k41g0N4U5iYe4PH8iNYIKQ== 0001144204-07-010078.txt : 20070226 0001144204-07-010078.hdr.sgml : 20070226 20070226172848 ACCESSION NUMBER: 0001144204-07-010078 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070226 DATE AS OF CHANGE: 20070226 GROUP MEMBERS: CARMEL GALLAGHER GROUP MEMBERS: DONMAY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NewGen Technologies, Inc CENTRAL INDEX KEY: 0000833837 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 330840184 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49428 FILM NUMBER: 07650308 BUSINESS ADDRESS: STREET 1: 6000 FAIRVIEW ROAD STREET 2: 12TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28210 BUSINESS PHONE: 203-239-9734 MAIL ADDRESS: STREET 1: 6000 FAIRVIEW ROAD STREET 2: 12TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28210 FORMER COMPANY: FORMER CONFORMED NAME: BONGIOVI ENTERTAINMENT INC DATE OF NAME CHANGE: 20020924 FORMER COMPANY: FORMER CONFORMED NAME: INTERRUPTION TELEVISION INC DATE OF NAME CHANGE: 20000804 FORMER COMPANY: FORMER CONFORMED NAME: TIME FINANCIAL SERVICES INC DATE OF NAME CHANGE: 19990616 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORCORAN NOEL MICHAEL CENTRAL INDEX KEY: 0001388407 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 353 1 846 1859 MAIL ADDRESS: STREET 1: EMSWORTH KINSEALY CITY: DUBLIN STATE: L2 ZIP: 000017 FORMER COMPANY: FORMER CONFORMED NAME: COCORAN NOEL MICHAEL DATE OF NAME CHANGE: 20070131 SC 13D/A 1 v067046_sc13da2.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) NewGen Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 651360 10 9 - -------------------------------------------------------------------------------- (CUSIP Number) Gerard S. DiFiore, Esq. Reed Smith LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 549-0396 Fax (212) 521-5450 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 15, 2007 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. CUSIP Number: 651360 10 9 - -------------------------------------------------------------------------------- 1) Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Name: Noel M. Corcoran I.R.S. Identification No.: N/A - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): PF - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| N/A - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Ireland - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power Shares Beneficially 5,659,199 (1) Owned ---------------------------------------------------------------- by Each 8) Shared Voting Power Reporting Person with 13,558,058 (2) ---------------------------------------------------------------- 9) Sole Dispositive Power 5,659,199 (1) ---------------------------------------------------------------- 10) Shared Dispositive Power 13,558,058 (2) - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by each Reporting Person: 19,217,257 (1) (2) - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A |_| - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 27.7% (3) - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- 2 Footnotes: (1) This number consists of: (i) 1,000,000 shares of the Issuer's common stock, $0.001 par value per share ("Common Stock") issuable upon the exercise of options held by the reporting person, which were issued by the Issuer to the reporting person on October 10, 2006 and are exercisable through October 5, 2016 at a price of $1.00 per share; (ii) 3,525,866 shares of Common Stock issuable upon the conversion of a 10% convertible promissory note, dated December 20, 2006, in a principal amount of $2,644,400, issued by the Issuer to the reporting person (the "Existing Convertible Promissory Note"), assuming, for purposes hereof, conversion of the total principal amount of the Existing Convertible Promissory Note (but no interest accruing thereunder) on the date hereof at a conversion price of $0.75 per share; and (iii) 1,133,333 shares of Common Stock issuable upon the conversion of a 10% convertible promissory note, dated February 15, 2007, in a principal amount of $850,000, issued by the Issuer to the reporting person (the "New Convertible Promissory Note"), assuming, for purposes hereof, conversion of the total principal amount of the New Convertible Promissory Note (but no interest accruing thereunder) on the date hereof at a conversion price of $0.75 per share The Existing Convertible Promissory Note is convertible at a conversion price equal to the greater of (a) 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of exercise of the conversion and (b) $0.23. As of the date hereof, application of the conversion price formula yields an approximate conversion price of $0.75 per share. To the extent that interest accruing under the Existing Convertible Promissory Note would also be converted by the reporting person into shares of Common Stock as of the date hereof, a greater number of shares would be issuable upon conversion. If the trading price of the Common Stock rises or falls after the date hereof, a lesser number or greater number of shares of Common Stock, respectively, would be issuable upon the conversion of the Existing Convertible Promissory Note. The maximum number of shares of Common Stock issuable upon conversion of the Existing Convertible Promissory Note (assuming conversion at the minimum conversion price of $0.23 per share) is 11,497,391 (excluding shares issuable with respect to the conversion of interest thereunder). The New Convertible Promissory Note is convertible at a conversion price equal to 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of exercise of the conversion. As of the date hereof, application of the conversion price formula yields an approximate conversion price of $0.75 per share. To the extent that interest accruing under the New Convertible Promissory Note would also be converted by the reporting person into shares of Common Stock as of the date hereof, a greater number of shares would be issuable upon conversion. If the trading price of the Common Stock rises or falls after the date hereof, a lesser number or greater number of shares of Common Stock, respectively, would be issuable upon the conversion of the New Convertible Promissory Note. 3 (2) All such 13,558,058 shares of Common Stock are held by Donmay, an Irish unlimited company ("Donmay") in which Noel M. Corcoran holds a 15% equity interest and for which he serves as one of the two directors (the other director of Donmay is Mr. Corcoran's spouse, Carmel Gallagher, who also holds a 15% equity interest). The remaining 70% of the equity interests of Donmay are held equally (14% each) by the five children of Mr. Corcoran and Ms. Gallagher, Michael Corcoran, Elizabeth Corcoran, Christopher Corcoran, Miriam Corcoran and John Corcoran. (3) This percentage was calculated based on a total of 63,716,858 outstanding shares of the Issuer's Common Stock, which constitutes the sum of (A) the following numbers of shares that have been reported to be outstanding as of the date hereof: (i) 41,887,981 shares shown to be outstanding in the Issuer's Quarterly Report on Form 10-QSB, filed on December 8, 2006; (ii) an additional 13,558,058 shares of the Issuer's Common Stock issued to the reporting person upon his conversion of a convertible promissory note that had been issued by the Issuer to the reporting person, as reported in the Current Report on Form 8-K filed by the Issuer on December 22, 2006; and (iii) an additional 4,646,257 shares of the Issuer's Common Stock issued to Indexia Holdings Limited ("Indexia") upon conversion of a convertible promissory note that had been issued by the Issuer to Indexia, as reported in the Current Report on Form 8-K filed by the Issuer on December 22, 2006, and (B) an additional 3,624,562 shares of the Issuer's Common Stock, in the aggregate, which the reporting person is aware to be outstanding based on information obtained from the Issuer. 4 CUSIP Number: 651360 10 9 - -------------------------------------------------------------------------------- 1) Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Name: Carmel Gallagher I.R.S. Identification No.: N/A - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): AF - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| N/A - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Ireland - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power Shares Beneficially 0 Owned ---------------------------------------------------------------- by Each 8) Shared Voting Power Reporting Person with 13,558,058 (1) ---------------------------------------------------------------- 9) Sole Dispositive Power 0 ---------------------------------------------------------------- 10) Shared Dispositive Power 13,558,058 (1) - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by each Reporting Person: 13,558,058 (1) - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A |_| - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 21.3% (2) - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- 5 Footnotes: (1) All such 13,558,058 shares of the Issuer's Common Stock are held by Donmay, an Irish unlimited company in which Carmel Gallagher holds a 15% equity interest and for which she serves as one of the two directors (the other director of Donmay is Ms. Gallagher's spouse, Noel M. Corcoran, who also holds a 15% equity interest). The remaining 70% of the equity interests of Donmay are held equally (14% each) by the five children of Mr. Corcoran and Ms. Gallagher, Michael Corcoran, Elizabeth Corcoran, Christopher Corcoran, Miriam Corcoran and John Corcoran. (2) This percentage was calculated based on a total of 63,716,858 outstanding shares of the Issuer's Common Stock, which constitutes the sum of (A) the following numbers of shares that have been reported to be outstanding as of the date hereof: (i) 41,887,981 shares shown to be outstanding in the Issuer's Quarterly Report on Form 10-QSB, filed on December 8, 2006; (ii) an additional 13,558,058 shares of the Issuer's Common Stock issued to the reporting person upon his conversion of a convertible promissory note that had been issued by the Issuer to the reporting person, as reported in the Current Report on Form 8-K filed by the Issuer on December 22, 2006; and (iii) an additional 4,646,257 shares of the Issuer's Common Stock issued to Indexia Holdings Limited ("Indexia") upon conversion of a convertible promissory note that had been issued by the Issuer to Indexia, as reported in the Current Report on Form 8-K filed by the Issuer on December 22, 2006, and (B) an additional 3,624,562 shares of the Issuer's Common Stock, in the aggregate, which the reporting person is aware to be outstanding based on information obtained from the Issuer. 6 CUSIP Number: 651360 10 9 - -------------------------------------------------------------------------------- 1) Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Name: Donmay I.R.S. Identification No.: N/A - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): AF - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| N/A - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: Ireland - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power Shares Beneficially 13,558,058 (1) Owned ---------------------------------------------------------------- by Each 8) Shared Voting Power Reporting Person with 0 ---------------------------------------------------------------- 9) Sole Dispositive Power 13,558,058 (1) ---------------------------------------------------------------- 10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by each Reporting Person: 13,558,058 (1) - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A |_| - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 21.3% (2) - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): CO - -------------------------------------------------------------------------------- 7 Footnotes: (1) The reporting person is an Irish unlimited company in which each of Noel M. Corcoran and Carmel Gallagher holds a 15% equity interest and for which they serve as the sole two directors. The remaining 70% of the equity interests of the reporting person are held equally (14% each) by the five children of Mr. Corcoran and Ms. Gallagher, Michael Corcoran, Elizabeth Corcoran, Christopher Corcoran, Miriam Corcoran and John Corcoran. (2) This percentage was calculated based on a total of 63,716,858 outstanding shares of the Issuer's Common Stock, which constitutes the sum of (A) the following numbers of shares that have been reported to be outstanding as of the date hereof: (i) 41,887,981 shares shown to be outstanding in the Issuer's Quarterly Report on Form 10-QSB, filed on December 8, 2006; (ii) an additional 13,558,058 shares of the Issuer's Common Stock issued to the reporting person upon his conversion of a convertible promissory note that had been issued by the Issuer to the reporting person, as reported in the Current Report on Form 8-K filed by the Issuer on December 22, 2006; and (iii) an additional 4,646,257 shares of the Issuer's Common Stock issued to Indexia Holdings Limited ("Indexia") upon conversion of a convertible promissory note that had been issued by the Issuer to Indexia, as reported in the Current Report on Form 8-K filed by the Issuer on December 22, 2006, and (B) an additional 3,624,562 shares of the Issuer's Common Stock, in the aggregate, which the reporting person is aware to be outstanding based on information obtained from the Issuer. 8 Item 1. Security and Issuer This Amendment No. 2 ("Amendment No. 2") to the Statement of Beneficial Ownership filed by Noel M. Corcoran on February 1, 2007 (the "Original Statement"), relates to the common stock, par value $0.001 per share ("Common Stock") of NewGen Technologies, Inc., a Nevada corporation (the "Issuer") whose principal executive offices are located at 6000 Fairview Rd., 12th Floor, Charlotte, NC 28210. This Amendment No. 2 is being filed by Noel M. Corcoran ("Corcoran"), Carmel Gallagher ("Gallagher") and Donmay, an Irish unlimited company ("Donmay"). Corcoran and Gallagher each hold 15% of the outstanding equity interests of, and serve as the directors of, Donmay. (Collectively, Corcoran, Gallagher and Donmay shall be referred to herein as the "Reporting Parties" and each a "Reporting Party".) This Amendment No. 2 is being filed for the sole purposes of (i) reporting the issuance by the Issuer to Corcoran of a new 10% convertible promissory note (the "New Convertible Promissory Note") (a copy of which is filed as an exhibit to this Amendment No. 2) in a principal amount of $850,000, which may be converted into 1,133,333 shares of Common Stock, assuming, for purposes hereof, conversion of the total principal amount of the New Convertible Promissory Note (but no interest accruing thereunder) as of the date hereof at a conversion price of $0.75 per share; and (ii) adjusting the number of shares of Common Stock that are reported as beneficially owned by Corcoran based upon his potential conversion of the 10% convertible promissory note, dated December 20, 2006, in a principal amount of $2,644,400, that was issued by the Issuer to Corcoran (the "Existing Convertible Promissory Note"). Due to a rise in the trading price of the Issuer's Common Stock since the filing of Amendment No. 1 to the Original Statement on February 15, 2007 ("Amendment No. 1"), the number of shares of Common Stock issuable upon the conversion of the Existing Convertible Promissory Note has fallen from 3,777,714 shares to 3,525,866 shares. As reported in Amendment No. 1, the Existing Convertible Promissory Note is convertible at a conversion price equal to the greater of (a) 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of exercise of the conversion and (b) $0.23. As of the date of this Amendment No. 2, application of the conversion price formula yields an approximate conversion price of $0.75 per share (as opposed to $0.70 per share, as was reported in Amendment No. 1), which yields 3,525,866 shares of Common Stock upon conversion (as opposed to 3,777,714 shares, as reported in Amendment No. 1). To the extent that interest accruing under the Existing Convertible Promissory Note would also be converted by Corcoran into shares of Common Stock as of the date hereof, a greater number of shares would be issuable upon conversion. If the trading price of the Common Stock rises or falls after the date hereof, a lesser number or greater number of shares of Common Stock, respectively, would be issuable upon the conversion of the Existing Convertible Promissory Note. The maximum number of shares of Common Stock issuable upon conversion of the Existing Convertible Promissory Note (assuming conversion at the minimum conversion price of $0.23 per share) is 11,497,391 (excluding shares issuable with respect to the conversion of interest thereunder). 9 The New Convertible Promissory Note is convertible at a conversion price equal to 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of exercise of the conversion. As of the date hereof, application of the conversion price formula yields an approximate conversion price of $0.75 per share, yielding 1,133,333 shares of Common Stock upon conversion. To the extent that interest accruing under the New Convertible Promissory Note would also be converted by Corcoran into shares of Common Stock as of the date hereof, a greater number of shares would be issuable upon conversion. If the trading price of the Common Stock rises or falls after the date hereof, a lesser number or greater number of shares of Common Stock, respectively, would be issuable upon the conversion of the New Convertible Promissory Note. Other than Corcoran's extension of a convertible term loan to the Issuer in a principal amount of $850,000 and the Issuer's issuance of the New Convertible Promissory Note to Corcoran with respect thereto, none of Reporting Parties has engaged in any transactions in the Issuer's securities since the filing of Amendment No.1. Item 2. Identity and Background (a) Names: Noel M. Corcoran, Carmel Gallagher and Donmay (b) Business Address: 6000 Fairview Rd., 12th Floor (with respect to Corcoran) Charlotte, NC 28210 (with respect to each of Emsworth, Kinsealy, Dublin 17, Gallagher and Donmay) Ireland (c) Occupation: Noel M. Corcoran: Chairman of the Board of Directors of the Issuer Carmel Gallagher: Lecturer Donmay: N/A (d) Conviction: No (e) Civil Proceedings: No (f) Citizenship: Ireland (as to each of Corcoran, Gallagher and Donmay) 10 Item 3. Source and Amount of Funds or Other Consideration Corcoran converted an aggregate amount of $3,118,353 of principal and interest that was outstanding under term loans extended by him personally to the Issuer, as was evidenced by a convertible promissory note, in order to acquire 13,558,058 shares of Common Stock, which were issued to Donmay as per the instructions of Corcoran. Donmay is now indebted to Corcoran for the equivalent amount loaned to the Issuer ($3,118,353) as a result of such issuance to Donmay. Corcoran may convert additional principal amounts of $2,644,400 and $850,000 of term loans that have been extended by him personally to the Issuer (and/or interest accruing thereunder), as are evidenced by the Existing Convertible Promissory Note and the New Convertible Promissory Note, respectively, into an additional 3,525,866 and 1,133,333 shares of Common Stock, respectively (subject to the assumptions described in Item 1 above as to conversion price and amounts to be converted under each of the Existing Convertible Promissory Note and the New Convertible Promissory Note). Corcoran did not pay any cash consideration in exchange for the grant by the Issuer to him of the options to purchase 1,000,000 shares of Common Stock that are currently held by him. Item 4. Purpose of Transaction The Reporting Parties hereby restate the disclosure contained in Item 4 of the Original Statement as follows: Corcoran serves as Chairman of the Board of Directors of the Issuer and has served as such since prior to the consummation of the transactions described herein, and each of Corcoran, Gallagher and Donmay has acquired the shares of Common Stock being reported herein (and, upon conversion of the Existing Convertible Promissory Note and the New Convertible Promissory Note and/or exercise of the options held by Corcoran, Corcoran may acquire additional shares of Common Stock) for investment purposes only and not with an intention of acquiring or disposing of additional securities of the Issuer or effecting any of the material or extraordinary transactions or changes involving the Issuer that are described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. In addition, the Reporting Parties have not acquired the shares reported herein with a view to their resale or in connection with any distribution thereof, and the Reporting Parties do not have a present intention of selling, granting any participation in, or otherwise distributing, the acquired shares. Item 5. Interest in Securities of the Issuer (a) Aggregate Number and Percentage (%): Please see the description contained in rows 7-11 of the respective Cover Page for each Reporting Party which is hereby incorporated by reference. (b) Power to Vote or Dispose of Shares: Please see the description contained in rows 7-11 of the respective Cover Page for each Reporting Party which is hereby incorporated by reference. (c) Transactions within Prior 60 Days: No transactions have been effected between the Issuer and the Reporting Parties during the past sixty days beyond those described in Items 1 and 3. The information contained in Items 1 and 3 is hereby incorporated by reference. (d) Not applicable. (e) Not applicable. 11 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Parties hereby restate the disclosure contained in Item 6 of the Original Statement as follows: As alluded to in Item 1 above, Corcoran is currently party to two term loan financings with the Issuer, pursuant to which the Issuer borrowed $2,644,400 and $850,000 of principal amounts from Corcoran on December 20, 2006 and February 15, 2007, respectively, which shall mature on June 20, 2007 and May 15, 2007, respectively (the "Maturity Dates") and accrue interest at 10% per annum, payable, at the Issuer's option, either on a monthly basis or on the respective Maturity Dates. These term loans are evidenced by the Existing Convertible Promissory Note and the New Convertible Promissory Note, respectively, issued by the Issuer to Corcoran. Amounts outstanding under the Existing Convertible Promissory Note shall be convertible into Common Stock at a conversion price equal to the greater of (a) 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of exercise of the conversion and (b) $0.23. Amounts outstanding under the New Convertible Promissory Note shall be convertible into Common Stock at a conversion price equal to 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of exercise of the conversion. Except as set forth herein, the Reporting Parties have not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, without limitation, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits and losses or the giving or withholding of proxies. Item 7. Material to be filed as Exhibits Number Description - ------ ----------- 99.1 10% Convertible Unsecured Promissory Note, dated February 15, 2007, in a principal amount of $850,000, issued by NewGen Technologies, Inc. to Noel M. Corcoran 12 SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D/A on behalf of Noel M. Corcoran, Carmel Gallagher and Donmay, respectively, the Reporting Parties, is true, complete and correct. Dated: February 26, 2007 By: /s/ Noel M. Corcoran --------------------------------- Noel M. Corcoran, Individually Dated: February 26, 2007 By: /s/ Carmel Gallagher --------------------------------- Carmel Gallagher, Individually Dated: February 26, 2007 DONMAY By: /s/ Noel M. Corcoran --------------------------------- Noel M. Corcoran, Director 13 EX-99.1 2 v067046_ex99-1.txt EXHIBIT 99.1 THIS CONVERTIBLE NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL TO THE HOLDER OF THIS NOTE WHICH OTHER COUNSEL IS SATISFACTORY TO THE COMPANY THAT THIS NOTE AND/OR SUCH COMMON STOCK MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS. NEWGEN TECHNOLOGIES, INC. February 15, 2007 Charlotte, North Carolina $850,000.00 10% CONVERTIBLE UNSECURED PROMISSORY NOTE NEWGEN TECHNOLOGIES, INC. (the "Company"), for value received, hereby promises to pay to the order of Noel M. Corcoran, or his permitted assign (the "Holder") on May 15, 2007 (the "Maturity Date"), at the principal offices of the Company, the aggregate principal amount of $850,000.00 in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, together with interest on the outstanding principal amount hereof accruing at the rate of ten percent (10%) per annum from the date hereof, payable, at the option of the Company, either (i) monthly in arrears commencing the first date of March 2007, by the fifth day of the successive calendar month, or (ii) on the Maturity Date, subject, in each case, to the further terms of this 10% Convertible Unsecured Promissory Note (this "Note"). Principal shall be payable on the Maturity Date in like coin or currency to the Holder hereof at the office of the Company as hereinafter set forth, provided that any payment otherwise due on a Saturday, Sunday or legal bank holiday may be paid on the following business day. In the event that for any reason whatsoever any interest or other consideration payable with respect to this Note shall be deemed to be usurious by a court of competent jurisdiction under the laws of the State of New York or the laws of any other state governing the repayment hereof, then so much of such interest or other consideration as shall be deemed to be usurious shall be held by the Holder as security for the repayment of the principal amount hereof and shall otherwise be waived. This Note is being issued by the Company to the Holder in order to evidence the working capital loans extended to the Company by the Holder as of the date hereof. 1 1. Transfers of Note to Comply with the 1933 Act The Holder agrees that this Note may not be sold, transferred, pledged, hypothecated or otherwise disposed of except as follows: (1) to a person whom the Note may legally be transferred without registration and without delivery of a current prospectus under the Securities Act with respect thereto and then only against receipt of an agreement of such person to comply with the provisions of this Section 1 with respect to any resale or other disposition of the Note; or (2) to any person upon delivery of a prospectus then meeting the requirements of the Securities Act relating to the Note and the offering thereof for such sale or disposition, and thereafter to all successive assignees. 2. Prepayment; Conversion (a) The Company may, without premium or other prepayment penalty, prepay all or a portion of the outstanding principal of this Note, and in connection therewith, shall provide written notice to the Holder of such prepayment. Following the date of the notice of prepayment, the Holder shall have a period of fifteen (15) calendar days to exercise the conversion rights provided in Section 2(b) hereof. After the lapse of such 15 day period, unless the Company shall have failed to tender to the Holder the amount to be prepaid and accrued interest under this Note, the Holder shall have no further rights of conversion with respect to the principal amount being prepaid. Upon any prepayment of all or part of the principal amount of this Note, all accrued, but unpaid, interest shall concomitantly be paid to the Holder. (b) At any time, or from time to time, prior to the repayment of this Note by the Company on or before the Maturity Date, the Holder may elect to convert some or all of the principal and accrued and unpaid interest hereunder into shares ("Conversion Shares") of the Company's common stock, par value $.001 per share (the "Common Stock") at a per share rate equal to 80% of the average three (3) day trading price of the Common Stock (on the OTC-BB or other exchange on which the Common Stock is then trading) during the three trading days immediately prior to the date of such election, subject to adjustment as provided in Section 2A below (the "Conversion Rate"). Any such election to convert shall be effected via the surrender of this Note, along with a completed conversion notice in the form attached hereto indicating the amount of principal and accrued interest that the Holder wishes to convert, to the Company. The Company shall issue the Conversion Shares to Holder within fifteen calendar days of its receipt of such conversion notice. Upon partial conversion of this Note, within fifteen calendar days of its receipt of the conversion notice, the Company shall re-issue, free of charge to the Holder, a replacement note in an amount equal to the remaining principal amount of this Note not so converted but which shall otherwise contain the identical terms hereof. Any such replacement note shall be deemed for all purposes hereof to be included in a reference hereunder to this "Note". 2 2A. Adjustment for Dividends, Reclassifications, etc. In the event that the Company shall, at any time prior to the exercise of conversion rights hereunder: (i) declare or pay to the holders of the Common Stock a dividend payable in any kind of shares of capital stock of the Company; (ii) combine, subdivide or otherwise reclassify its Common Stock into the same or a different number of shares with or without par value, or into shares of any class or classes; (iii) transfer its property as an entirety or substantially as an entirety to any other company; or (iv) make any distribution of its assets to holders of its Common Stock as a liquidation or partial liquidation dividend or by way of return of capital; then, in each case, the Conversion Rate, and the number and kind of shares of Common Stock receivable upon conversion of this Note, in effect at the time of the record date for such dividend or distribution, or of the effective date of such subdivision, combination or reclassification, shall be proportionally adjusted so that the Holder upon the subsequent exercise of conversion rights, shall receive, in addition to or in substitution for the shares of Common Stock to which he would otherwise be entitled upon such exercise, such additional shares of capital stock or scrip of the Company, such reclassified shares of capital stock of the Company, such shares of the securities or property of the Company resulting from such transfer, or such assets of the Company, which he would have been entitled to receive had he exercised these conversion rights prior to the happening of any of the foregoing events. Such adjustment shall be made successively whenever any of the foregoing events shall occur. 3. Notices to be Provided by Company The Company covenants and agrees that, so long as any principal of, or interest on, this Note shall remain unpaid, unless the Holder shall otherwise consent in writing, it will comply with the following notice requirements: (a) Notice Regarding Defaults. The Company will furnish to the Holder as soon as possible, and in any event within thirty (30) days after obtaining knowledge of the occurrence of (A) an "Event of Default" (as hereinafter defined in Section 4(a) hereof) or (B) an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, the written statement of the Chief Executive Officer or the Chief Financial Officer of the Company, setting forth (x) the details of such Event of Default or other event and (y) the action which the Company proposes to take with respect thereto. (b) Notice Regarding Dividends, Merger, Etc. If, at any time while this Note is outstanding, the Company shall pay any dividend payable in cash or in Common Stock, shall offer to the holders of its Common Stock for subscription or purchase by them any shares of stock of any class or any other rights, or shall enter into an agreement to merge or consolidate with another corporation, the Company shall cause notice thereof to be mailed to the Holder of this Note at his address appearing on the registration books of the Company, at least ten (10) days prior to the record date as of which holders of Common Stock shall participate in such dividend, distribution or subscription or other rights or at least ten (10) days prior to the effective date of the merger or consolidation. Failure to give notice as required by this Section 3(b), or any defect therein, shall not affect the legality or validity of any dividend, distribution or subscription or other right. 3 4. Events of Default and Remedies (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i) Default in the payment of interest upon this Note, as and when the same shall become due, if such failure to pay is not cured within fifteen (15) business days after the occurrence thereof; (ii) Default in the payment of the principal of this Note, as and when the same shall become due, if such failure to pay is not cured within fifteen (15) business days after the occurrence thereof; (iii) Default in the payment of any other obligation of the Company in an amount in excess of $5,000,000; (iv) One or more final judgments or orders for the payment of money in excess of $5,000,000 shall be rendered against the Company, and either (A) enforcement proceedings shall have been commenced by any creditor upon any such judgment or order, or (B) there shall be any period of thirty (30) days during which enforcement of any such judgment or order shall have not been discharged, stayed or fully satisfied. (v) The Company or any of its subsidiaries (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally after the application of funds advanced hereunder; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this Section 4(a)(v); or (vi) Any proceeding shall be instituted against the Company seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the Company or for any substantial part of its property, and either such proceeding shall not have been dismissed or shall not have been stayed for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of any order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur. 4 (b) If an Event of Default described above has occurred, then the Holder may, without further notice to the Company, declare the principal amount of this Note at the time outstanding, together with accrued unpaid interest thereon, and all other amounts payable under this Note to be forthwith due and payable, whereupon such principal, interest and all such amounts shall become and be forthwith due and payable. During the period in which an Event of Default remains uncured, the interest rate of this Note shall increase by the amount of 3%. 5. Restrictions on Transfer of Conversion Shares The Holder hereby acknowledges that the Conversion Shares shall be subject to the resale restrictions governing the disposition thereof under Rule 144 under the Securities Act, and that the stock certificate(s) for the Conversion Shares shall bear applicable restrictive legends required under the Securities Act and state blue sky laws evidencing the Conversion Shares' status as "restricted securities" (as defined under Rule 144 under the Securities Act). The Company's transfer agent shall place stop transfer orders against the stock certificates for the Conversion Shares, which shall remain in place until the receipt of an opinion of counsel as to the Holder's compliance with Rule 144 under the Securities Act with respect to a prospective disposition of the Conversion Shares. 6. Miscellaneous (a) This Note has been issued by the Company pursuant to authorization of the Board of Directors of the Company. (b) Payments of principal and interest shall be made as specified above to the registered Holder of this Note. No interest shall be due on this Note for such period of time that may elapse between the Maturity Date of this Note and its presentation for payment. (c) The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder of the Company, whether at law or in equity, and the rights of the Holder are limited to those expressed in this Note until such time as the Holder shall convert the Note into Conversion Shares, if ever. (d) Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Note, if mutilated, the Company shall execute and deliver a new Note of like tenor and date. (e) This Note shall be construed and enforced in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The Company and the Holder hereby consent to the jurisdiction of the Courts of the State of New York and the United States District Court for the Southern District of New York in connection with any action concerning the provisions of this Note. 5 (f) Except as otherwise expressly provided herein, the provisions of this Note may be amended if, and the Company may take any action herein prohibited or omit to perform any act herein required to be performed by it if, and only if, the Company has obtained the written consent of the then registered Holder of this Note. (g) If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby. (h) All communications provided hereunder shall be in writing and, if to the Company, delivered or mailed by registered or certified mail or facsimile to: NewGen Technologies, Inc. c/o Mr. Bruce Wunner, 6000 Fairview Road, 12th Floor, Charlotte, North Carolina 28210, Facsimile: 704-552-3705 with a copy to Reed Smith LLP, 599 Lexington Avenue, New York, New York, 10022, Attention: Gerard S. DiFiore, Esq., Facsimile (212) 521-5450, or, if to the Holder, delivered or mailed by registered or certified mail or facsimile to: Mr. Noel Corcoran, +353 (-1) -846 1859 facsimile: +353 (-1) -846 1905 or at the address shown for the Holder in the registration books maintained by the Company. (i) The Company may consider and treat the entity in whose name this Note shall be registered as the absolute Holder hereof for all purposes whatsoever (whether or not this Note shall be overdue) and the Company shall not be affected by any notice to the contrary. Subject to the limitations stated in Section 1 hereof, the registered Holder of this Note shall have the right to transfer this Note by assignment, and the transferee hereof shall, upon his, her or its registration as holder of this Note become vested with all of the powers and rights of the Holder hereof. Registration of a new Holder of this Note shall take place upon presentation of this Note to the Company at its principal offices, together with a duly authenticated assignment in which the transferee hereof agrees to be bound by the terms hereof. In case of transfer by operation of law, the transferee agrees to notify the Company of such transfer and of his, her or its address and to submit appropriate evidence regarding the transfer (including an agreement to be bound by the terns hereof) so that this Note may be registered in the name of the transferee. This Note is transferable only on the books of the Company by the Holder hereof, on the surrender hereof, duly endorsed. Communications sent to any registered Holder shall be effective as against any transferee of the Note not registered as the Holder as of the time of the sending of the communication. IN WITNESS WHEREOF, the Company has caused this 10% Convertible Unsecured Promissory Note to be signed and delivered in its name by its Chief Executive Officer as of the date first above written. NEWGEN TECHNOLOGIES, INC. By: /s/ S. Bruce Wunner -------------------------------- S. Bruce Wunner Vice Chairman and CEO 6 NOTICE OF CONVERSION (To be executed and delivered by the registered Holder in order to convert all or part of the interest or principal due under the Note and to be accompanied by the surrendered Note) The undersigned hereby elects to convert $___________ of the principal and $___________ of the interest due on the 10% Convertible Unsecured Promissory Note (the "Note"), dated February 15, 2007, in a principal amount of $850,000.00, issued by NEWGEN TECHNOLOGIES, INC. (the "Company") into shares of Common Stock of the Company at a per share Conversion Rate equal to 80% of the average three (3) day trading price of the Company's Common Stock (on the OTC-BB or other exchange on which the Company's Common Stock is then trading) during the three trading days immediately prior to the date hereof (subject to adjustment as specified in the Note), subject to the further conditions set forth in the Note, as of the date hereof. Date of Conversion:_____________________________________________________________ Number of Shares To Be Delivered:_______________________________________________ Signature:______________________________________________________________________ Print Name:_____________________________________________________________________ Address:________________________________________________________________________ 7 -----END PRIVACY-ENHANCED MESSAGE-----