0001393905-16-000839.txt : 20160407 0001393905-16-000839.hdr.sgml : 20160407 20160407103130 ACCESSION NUMBER: 0001393905-16-000839 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160402 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160407 DATE AS OF CHANGE: 20160407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Blue Earth, Inc. CENTRAL INDEX KEY: 0001422109 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 980531496 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36607 FILM NUMBER: 161559053 BUSINESS ADDRESS: STREET 1: 235 PINE STREET STREET 2: SUITE 1100 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-964-4411 MAIL ADDRESS: STREET 1: 235 PINE STREET STREET 2: SUITE 1100 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: Genesis Fluid Solutions Holdings, Inc. DATE OF NAME CHANGE: 20091106 FORMER COMPANY: FORMER CONFORMED NAME: CHERRY TANKERS INC. DATE OF NAME CHANGE: 20081113 FORMER COMPANY: FORMER CONFORMED NAME: CHERRY TANKERS, INC. DATE OF NAME CHANGE: 20081112 8-K 1 bblu_8k.htm CURRENT REPORT 8K


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549


FORM 8-K


CURRENT REPORT AND PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):  April 2, 2016


BLUE EARTH, INC.

(Exact name of registrant as specified in its charter)


NEVADA

(State or Other Jurisdiction of Incorporation)


0-54669

(Commission File Number)

98-0531496

(IRS Employer Identification No.)


235 Pine Street, Suite 1100

San Francisco, CA  94104

(Address of principal executive offices)(Zip Code)


(415) 964-4411

(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):


[  ]

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))







Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing


On April 7, 2016, The Nasdaq Stock Market announced that it will delist the common stock of Blue Earth (the “Company”) with the Securities and Exchange Commission.  A copy of the press release is attached hereto as Exhibit 99.1.  As reported on Form 8-K filed on March 17, 2016, the Company’s common stock was suspended on March 28, 2016 and has not traded on Nasdaq since that time.


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On April 2, 2016, the Company received the resignation of Governor Bill Richardson from the Company’s Board of Directors, effective immediately.  There was no disagreement with the Company on any matter.


Item 9.01

Financial Statements and Exhibits


(d)  Exhibits.   The following exhibits are filed with this report:


99.1       

Press Release dated April 7, 2016 from Nasdaq titled:  “Delisting of Securities of Blue Earth, Inc. from The Nasdaq Stock Market.”


Certain statements contained in this report may be deemed to be forward-looking statements under the Federal securities laws. The Company intends that all such forward-looking statements be subject to the safe harbor created under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements include, but are not limited to, statements regarding (i) the continuation of the Company’s business operations; (ii) the continuation of the Company’s status as a debtor-in-possession; and (iii) the Company’s plans to use a Chapter 11 bankruptcy to restructure its operations.  The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein.  Such factors include, but are not limited to: (a) the willingness of the Company’s DIP Lender to continue to fund its operations; (b) the Company’s ability to remain in place as debtor-in-possession; (c) the Company’s ability to successfully complete the bankruptcy process and resolve claims with creditors; (d) other risks of chapter 11 bankruptcy proceedings; and (e) as detailed in the Company’s SEC reports.

















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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 7, 2016


y: /s/  G. Robert Powell

Name: G. Robert Powell,

Title: Chief Executive Officer



































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 EX-99.1 2 bblu_ex991.htm PRESS RELEASE ex-99.1




EXHIBIT 99.1




Delisting of Securities of Blue Earth, Inc. from The NASDAQ Stock Market


NEW YORK, April 07, 2016 - The NASDAQ Stock Market announced today that it will delist the common stock of Blue Earth, Inc.  Blue Earth, Inc.’s stock was suspended on March 28, 2016 and has not traded on NASDAQ since that time. NASDAQ will file a Form 25 with the Securities and Exchange Commission to complete the delisting. The delisting becomes effective ten days after the Form 25 is filed. For news and additional information about the company, including the basis for the delisting and whether the company’s securities are trading on another venue, please review the company’s public filings or contact the company directly.


For more information about The NASDAQ Stock Market, visit the NASDAQ Web site at http://www.nasdaq.com. NASDAQ’s rules governing the delisting of securities can be found in the NASDAQ Rule 5800 Series, available on the NASDAQ Web site: http://www.cchwallstreet.com/NASDAQTools/bookmark.asp?id=nasdaq-rule_5800&manual=/nasdaq/main/nasdaq-equityrules/.