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): April 15, 2013
Blue Earth, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-148346 | 98-0531496 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2298 Horizon Ridge Parkway, Suite 205
Henderson, NV 89052
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (702)263-1808
N/A
(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 ( see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 8.01 Other Events
On April 15, 2013, Blue Earth, Inc. (the “Company”) issued a press release titled “Blue Earth Signs To Acquire an EPCM Company Expected to Generate Over $800 Million in Revenues.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On April 17, 2013, the Company issued a press release titled “Blue Earth Awarded Contract for Operation and Maintenance of a 5.3 MW Chp Plant for Kyocoera America, Inc.” A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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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.
| Date: April 19, 2013 | Blue Earth, Inc. | |
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| By: | /s/ Johnny R. Thomas |
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| Name: Johnny R. Thomas |
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| Title: CEO |
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EXHIBIT 99.1
BLUE EARTH SIGNS TO ACQUIRE AN EPCM COMPANY EXPECTED TO GENERATE OVER $800 MILLION IN REVENUES
Henderson, Nevada, April 15, 2013--Blue Earth, Inc. (OTCQB: BBLU) a renewable energy and energy efficiency services company, announced today that it has signed a binding LOA to acquire an EPCM company (engineering, procurement, construction management company) and an affiliated renewal energy company (the “Acquisitions”) that specialize in the combined heat and power (“CHP”) alternative energy space. Initially, the Acquisitions are to build seven projects for a substantial New York Stock Exchange customer that are expected to generate over approximately $100 million in EPC revenues from the date of the close through December 31, 2014. Recurring revenue from power production is forecasted to contribute up to over approximately $800 million in revenue with EBITDA’s of over approximately $200 million to Blue Earth, over a ten-year period after completion of construction.
Closing is contingent upon due diligence with the customers, project finance sources and other items customary for transactions of this type. The acquisition will be through the issuance of restricted shares of BBLU common stock subject to vesting schedules based upon the completion of milestones.
Dr. Johnny Thomas, CEO/President of BBLU notes that “Projects of this size will accelerate BBLU’s revenue growth and the transition from negative EBITDA for 2012 to positive EBITDA for 2013. We are very excited about adding additional experienced management and EPCM professionals to our BBLU team. This EPCM group specializes in development, engineering and management of CHP projects, while subcontracting much of the construction. Therefore, the new team will be complementary to our Xnergy team that also provides construction teams for CHP projects, in addition to developing and engineering projects.”
About BBLU
BBLU is engaged in the clean technology industry with a primary focus on the energy efficiency and renewable energy sectors. We strive to participate in the global movement for a sustainable planet by offering products and services that will optimize energy use, reduce harmful environmental emissions and substantially reduce energy costs to our customers. For more information about Blue Earth, Inc., please visit www.blueearthinc.com.
Investor Relations Contact:
Blue Earth, Inc.
Liviakis Financial Communications, Inc.
John C. Francis
Michael Bayes
www.blueearthinc.com
www.liviakis.com
702.263.1808 Ext. 103
415.389.4670
jfrancis@blueearthinc.com
Michael@Liviakis.com
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this press release are forward-looking statements. These statements relate to future events or to the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company’s control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Such risks, uncertainties and other factors, which could impact the Company and the forward-looking statements contained herein are included in the Company’s filings with the Securities and Exchange Commission. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
EXHIBIT 99.2
BLUE EARTH AWARDED CONTRACT FOR OPERATION AND MAINTENANCE OF A 5.3 MW CHP PLANT FOR KYOCERA AMERICA INC.
HENDERSON, NV, April 17, 2013 -- Blue Earth, Inc. (OTCQB: BBLU) announced today that its wholly owned subsidiary, Xnergy Inc., was awarded the plant operation and preventive maintenance contract for a 5.3 MW CHP power plant owned by KYOCERA America Inc., a leader in semiconductor and microelectronic packaging products. Under the two-year agreement, Xnergy will provide the Operation and Preventative Maintenance (O&M) service necessary, including operating tasks, verification and checks along with system reporting to keep the equipment in good operating order at KYOCERA’s San Diego based location. The energy plant electrical capacity is 5.3 MW.
Xnergy has extensive experience in O&M service and cogeneration plant design. Benchmarcx, Xnergy's commissioning department, is a full service building commissioning provider for new, existing, and renovation projects serving Southern California. Through this department, Xnergy provides start-up, commissioning and testing services for building electrical, mechanical, process piping, HVAC systems and building automation, fire life safety and process controls. Benchmarcx just completed the commissioning and start-up of this CHP plant.
“The Commissioning and O&M contract activities of Xnergy are indicative of the synergies that we expect to achieve through the close cooperation of Xnergy with the pending EPCM team with large CHP contracts announced earlier this week,” stated Dr. Johnny R. Thomas, CEO of Blue Earth, Inc.
Justin Miller, Director of Business Development at Xnergy, says, “We are proud to have been entrusted with the important task of implementing a plant operation and preventive maintenance program for a facility as critical as the central plant and cogeneration system at KYOCERA. This also illustrates how our Departments within Xnergy are truly integrated and focused on providing our customers a true full service for the life of the plants.”
Xnergy is a full-service EPC (Engineering, Procurement, Construction) firm, which has engineered, installed, and/or commissioned over a 100 MW of traditional and alternative energy systems. Xnergy provides a broad range of comprehensive energy solutions including the design and implementation of energy savings projects, energy conservation, energy infrastructure outsourcing, power generation and energy supply and risk management. Xnergy serves private and public clients from all industries throughout the Western United States, including Hawaii and helps them minimize their energy consumption and reduce their carbon footprint.
About BBLU
BBLU is engaged in the clean technology industry with a primary focus on the energy efficiency and renewable energy sectors. We strive to participate in the global movement for a sustainable planet by offering products and services that will optimize energy use, reduce harmful environmental emissions and substantially reduce energy costs to our customers. For more information about Blue Earth, Inc. please visit www.blueearthinc.com
Investor Relations Contact:
Blue Earth, Inc.
Liviakis Financial Communications, Inc.
John C. Francis
Michael Bayes
www.blueearthinc.com
www.liviakis.com
702.263.1808 Ext. 103
415.389.4670
jfrancis@blueearthinc.com
Michael@Liviakis.com
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this press release are forward-looking statements. These statements relate to future events or to the Company's future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company's control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Such risks, uncertainties and other factors, which could impact the Company and the forward-looking statements contained herein are included in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.