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 23, 2008
GLOBAL
CLEAN ENERGY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Utah
(State
of
Incorporation)
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000-12627
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87-0407858
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6033
W. Century Blvd, Suite 1090, Los Angeles, California
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90045
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(310)
670-7911
(Registrant’s
Telephone Number, Including Area Code)
(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)).
ITEM
1.01 ENTRY
INTO A MATERIAL AGREEMENT
Effective
April 23, 2008, Global Clean Energy Holdings, Inc. (the “Company”)
entered into a limited liability company agreement (“LLC
Agreement”)
for
GCE Mexico I, LLC, a Delaware limited liability company (“GCE
LLC”),
with
six other investors unaffiliated with the Company (such investors, collectively,
“Investors”).
Purpose
of GCE LLC
Pursuant
to the LLC Agreement, GCE LLC was organized primarily to acquire land (the
“Jatropha
Farm”),
directly or through subsidiaries, located in the State of Yucatan in Mexico
to
be used primarily for the (i) cultivation of Jatropha
curcas,
(ii)
the marketing and sale of the resulting fruit, seeds, or pre-processed crude
Jatropha oil, whether as biodiesel feedstock, biomass or otherwise, and (iii)
the sale of carbon value, green fuel value, or renewable energy credit value
(and other similar environmental attributes) derived from activities at the
Jatropha Farm.
Membership
Interests
The
LLC
Agreement provides for issuance of both 1,000 common and 1,000 preferred
membership interests or units, and pursuant thereto, the Company was issued
500
common membership units, comprising 50% of the issued and outstanding membership
units of GCE LLC. The remaining 50% in common membership units were issued
to
the Investors. (The Company and the other members of GCE LLC holding the common
membership units are collectively referred to in this Current Report on Form
8-K
as “Common
Members.”)
In
addition, an aggregate of 1,000 preferred membership units were issued to
Investors (“Preferred
Members”).
Pursuant
to the LLC Agreement, the Preferred Members will invest approximately $4.2
million in GCE LLC, and will be entitled to a preferential 12% per annum
cumulative compounded return on their investment. The $4.2 million in proceeds
will be used to acquire the Jatropha Farm and fund the development and
operations of the Jatropha Farm.
Board
of Directors; Manager
GCE
LLC
will be managed under the supervision of a board of directors (the “Board”)
comprising four members, two of whom will be appointed by the Company, and
the
remainder by each Preferred Member. However, a manager appointed by the Board
shall manage the day-to-day operations of GCE LLC. Pursuant to the LLC
Agreement, the Board has appointed the Company to serve as the initial manager.
The Company will not receive any compensation for its services as manager of
GCE
LLC, although GCE LLC is required to reimburse the Company for any expenses
incurred in connection with its management of GCE LLC.
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.
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Date: April
23, 2008
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GLOBAL
CLEAN ENERGY HOLDINGS, INC.
By:/s/
BRUCE K. NELSON
Bruce
K. Nelson,
Chief
Financial Officer
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