UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 13, 2006
BPI Energy Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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| British Columbia, Canada
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001-32695
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75-3183021 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 30775 Bainbridge Road, Suite 280, Solon, Ohio |
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44139 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code (440) 248-4200
Not Applicable
(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 Definitive Agreement
On June 13, 2006, BPI Energy Holdings, Inc. (the “Company”) entered into a settlement memorandum of
understanding with Colt LLC, AFC Coal Properties, Inc., American Premier Underwriters, Inc. and
Central States Coal Reserves of Illinois, LLC. These parties were defendants in a lawsuit filed by
the Company on March 15, 2006 relating to the Company’s Southern Illinois Basin Project.
The memorandum of understanding provides that all parties to the lawsuit will release all of the
other parties from any claims they may have had against each other, the Company will pay Colt LLC
$3,000,000 and the Company will surrender any interest it had in the lease. In addition, the
Company acquired ownership of the coalbed methane (CBM) estate covering approximately 10,000 of the
43,000 acres previously covered by the lease (which acreage includes all of the currently producing
CBM wells and proved reserves at the Company’s Southern Illinois Basin Project). The Company will
be relieved of any future obligation to make royalty payments as was previously required under the
terms of the lease (under the terms of the lease, the Company was obligated to make royalty
payments of 15% of gross sales and minimum royalties totaling at least $42,000 per month). Lastly,
the quitclaim deed to be executed by Colt LLC will provide that CBM operations take priority over
coal mining operations for as long as CBM is being produced from the covered acreage. However,
Colt LLC has the right to acquire any CBM wells located in these 10,000 acres. If Colt LLC
exercises this option, they will be required to pay the fair market value (as established by a
mutually agreed upon expert) of such well.
The Company expects to sign a formal settlement agreement within the next 30 days.
ITEM 2.02 Results of Operations and Financial Condition.
On June 14, 2006, BPI Energy Holdings, Inc. (the “Company”) issued a press release reporting its
financial results for the third quarter ended April 30, 2006. A copy of the Company’s press
release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K under Item 2.02, including the exhibit
attached hereto as Exhibit 99.2, is being furnished to the Securities and Exchange Commission and
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the
information contained in this Current Report on Form 8-K under Item 2.02 shall not be deemed to be
incorporated by reference into any registration statement or other document filed pursuant to the
Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
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(d) |
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Exhibits. |
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10.1 |
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Settlement Memorandum of Understanding by and among BPI Energy, Inc., Colt LLC, AFC Coal Properties, Inc.,
American Premier Underwriters, Inc. and Central States Coal Reserves of
Illinois, LLC, dated June 13, 2006
(Filed as Exhibit 10.3 to the Form 10-Q of BPI Energy Holdings, Inc. filed with the SEC on June 14, 2006 and
incorporated herein by reference). |
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99.1 |
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Press Release of BPI Energy Holdings, Inc. dated June 13, 2006. |
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99.2 |
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Press Release of BPI Energy Holdings, Inc. dated June 14, 2006. |