-----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, H50dirtzDzrjqKdJ3pD5OF/jM54lAOwqkDbCHLFRORotIls47N6IGIMJnL2f9uva UVmiS2dWl6jKyPOIfJ1rqQ== 0001019687-10-002296.txt : 20100615 0001019687-10-002296.hdr.sgml : 20100615 20100615170331 ACCESSION NUMBER: 0001019687-10-002296 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100609 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100615 DATE AS OF CHANGE: 20100615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Ethanol, Inc. CENTRAL INDEX KEY: 0000778164 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 412170618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21467 FILM NUMBER: 10897937 BUSINESS ADDRESS: STREET 1: 400 CAPITOL MALL, SUITE 2060 CITY: SACRAMENTO STATE: CA ZIP: 95814 BUSINESS PHONE: 916-403-2123 MAIL ADDRESS: STREET 1: 400 CAPITOL MALL, SUITE 2060 CITY: SACRAMENTO STATE: CA ZIP: 95814 FORMER COMPANY: FORMER CONFORMED NAME: ACCESSITY CORP DATE OF NAME CHANGE: 20030627 FORMER COMPANY: FORMER CONFORMED NAME: DRIVERSSHIELD COM CORP DATE OF NAME CHANGE: 20001115 FORMER COMPANY: FORMER CONFORMED NAME: FIRST PRIORITY GROUP INC DATE OF NAME CHANGE: 19920703 8-K 1 paceth_8k-060910.htm CURRENT REPORT ON FORM 8-K paceth_8k-060910.htm


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)
                       June 9, 2010                 
 
PACIFIC ETHANOL, INC.
(Exact name of registrant as specified in its charter)
 
                 Delaware                 
(State or other jurisdiction
of incorporation)
               000-21467               
(Commission File Number)
               41-2170618              
(IRS Employer
Identification No.)
 
400 Capitol Mall, Suite 2060, Sacramento, CA
                              95814                                
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:
                     (916) 403-2123                         
 
                                                                                                                            & #160;                               
(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):

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 3.02 Unregistered Sale of Equity Securities.
 
As previously disclosed, on April 13, 2010, the Superior Court of the State of California for the County of Los Angeles entered an Order Approving Stipulation for Settlement of Claim (the “Order”) in the matter entitled Socius CG II, Ltd. v. Pacific Ethanol, Inc.  The Order provided for the full and final settlement of Socius GC II, Ltd.’s (“Socius”) $4,000,000 claim (the “Claim”) against Pacific Ethanol, Inc. (the “Company”).  Socius purchased the Claim from Lyles United, LLC (“Lyles United”), a creditor of the Company, pursuant to the terms of a Purchase Agreement dated effective as of April 10, 2010 between Socius and Lyles United.  The Claim consists of the right to receive $4,000,000 of principal amount of and under a loan made by Lyles United to the Company pursuant to the terms of an Amended and Restated Promissory Note dated November 7, 2008 in the original principal amount of $30,000,000.
 
As previously disclosed, pursuant to the terms of the Order, on April 14, 2010, the Company issued and delivered to Socius 3,750,000 shares of its common stock (the “Settlement Shares”), subject to adjustment as set forth in the Order.
 
The Company would have been required to issue an additional 497,728 shares of its common stock to Socius, however, the Company was prohibited from issuing additional shares to the extent the aggregate number of shares of the Company’s common stock to be issued to Socius or its designee in connection with the settlement of the Claim, aggregated with any other shares of the Company’s common stock issued to Socius and/or its designees by the Company, at any time would exceed 19.99% of the total number of shares of the Company’s common stock outstanding immediately preceding the date of the Order (the “Share Limitation”) unless the Company obtained (1) stockholder approval of the issuance of more than such number of shares of its common stock pursuant to NASDAQ Marketplace Rule 5635(d), or (2) a waiver from NASDAQ of the Company’s compliance with Rule 5635(d).  The additional 497,728 shares would have exceeded the Share Limitation.
 
On June 3, 2010, the Company obtained the requisite stockholder approval of the issuance of shares of its common stock in excess of the Share Limitation pursuant to NASDAQ Listing Rule 5635(d).
 
On June 9, 2010, the Company issued the additional 497,728 shares.  As a result, in full satisfaction of the Claim (excluding any legal fees and expenses incurred by Socius in connection with the settlement of the Claim, which fees and expenses will be paid by the Company in connection with the settlement of future claims) the Company issued to Socius a total of 4,247,728 shares of its common stock.
 
The offer and sale of the securities described in this Item 3.02 were effected in reliance on Section 3(a)(10) of the Securities Act of 1933, as amended.
 
Item 9.01. Financial Statements and Exhibits.
 
Exhibit No.
Description
 
10.1
Order Approving Stipulation for Settlement of Claim (*)
 
99.1
Purchase Agreement dated April 10, 2010 by and between Lyles United, LLC and Socius CG II, Ltd. containing an Acknowledgment by Pacific Ethanol, Inc. (*)
 
______________
*
Filed as an exhibit to the Registrant’s Form 8-K for April 10, 2010 filed with the Securities and Exchange Commission on April 15, 2010.

 
 
 

 
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:  June 14, 2010
PACIFIC ETHANOL, INC.
   
 
By: /S/ CHRISTOPHER W.  WRIGHT
 
Christopher W.  Wright,
 
Vice President, General Counsel & Secretary

 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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