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): July 29, 2011
GREENMAN TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 1-13776 | 71-0724248 | |
| (Commission File Number) | (I.R.S. Employer Identification Number) |
7 Kimball Lane
Lynnfield Massachusetts 01940
(Address of Principal Executive Offices, including Zip Code)
(781) 224-2411
(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 to 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 2.01 Completion of Acquisition or Disposition of Assets
On August 1, 2011, Green Tech Products, Inc. (“Green Tech Products”), an Iowa corporation and a wholly owned subsidiary of GreenMan Technologies, Inc. (the “Company”), completed the sale of substantially all of the assets used in Green Tech Products’ molded recycled rubber products business (the “Assets”) to Irish Knight Holdings, L.L.C. (the “Buyer”), an Iowa limited liability company co-owned by Timothy Mahoney and Ernest Knight, two former senior managers of Green Tech Products. The sale was made pursuant to an Asset Purchase Agreement dated as of June 13, 2011 between Green Tech Products and the Buyer. The Purchase Agreement was previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2011.
The consideration for the purchase of the Assets consists of (i) the assumption by the Buyer of substantially all of Green Tech Products’ liabilities, which were approximately $1,600,000 million at June 30, 2011; (ii) a $50,000 stock inventory credit toward the purchase of products and services from the Buyer, which credit may be applied during the first nine months after completion of the sale; and (iii) a promissory note in the principal amount of $100,000, which bears interest at the rate of 6% per annum and is payable in increasing monthly installments over a period of 60 months.
Green Tech Products retained a $100,000 product warranty reserve and potential liabilities associated with certain pending litigation. In addition, at the closing of the transaction, the Company agreed to indemnify one of the co-owners of the Buyer against any expenses he may incur in connection with the retained litigation.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 1, 2011, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of its common stock from 60,000,000 to 100,000,000 shares.
Item 5.07 Submission of Matters to a Vote of Security Holders
On July 29, 2011, the Company held a Special Meeting of Stockholders, at which the Company’s stockholders approved the sale of the Assets described in Item 2.01, above, and the increase in the number of authorized shares of the Company’s Common Stock described in Item 5.03, above. The final voting results of each of these matters were as follows:
1. Approval of the sale of substantially all of Green Tech Products’ Assets:
| Votes | Broker | ||
| Votes For | Against | Abstentions |
Non-Votes
|
| 21,742,006 | 142,920 | 2,385 | 8,828,119 |
2. Approval of the increase in the number of authorized shares of the Company’s Common Stock:
| Votes | Broker | ||
| Votes For | Against | Abstentions |
Non-Votes
|
| 29,475,450 | 1,206,493 | 33,487 | N/A |
Item 7.01. Regulation FD Disclosure
On August 2, 2011, the Company issued a press release announcing the completion of the sale of the Assets described in Item 2.01, above. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section. The information in this Item 7.01 (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits
(b) Pro Forma Financial Information.
General Information
The following unaudited pro forma consolidated financial information sets forth the pro forma consolidated results of operations of the Company for the three and nine months ended June 30, 2011 and 2010 and the pro forma consolidated financial position of the Company as of June 30, 2011 as if we had sold the assets of Green Tech Products for their estimated fair value of $150,000.
The unaudited pro forma consolidated results of operations for the three and nine months ended June 30, 2011 and 2010 have been derived from the Company’s historical consolidated financial information and give effect to the following transaction as if it had occurred on October 1, 2010 (the earliest period presented). In addition, the unaudited pro forma consolidated balance sheet as of June 30, 2011 has been derived from the Company’s historical consolidated financial information and gives effect to the following transaction as if it had occurred on October 1, 2010:
Transaction — On June 13, 2011 we entered into an agreement to sell, subject to shareholder approval, substantially all of the assets of Green Tech Products, Inc. to Irish Knight Holdings, L.L.C., a company co-owned by two of Green Tech Products’ senior managers. Pursuant to the terms of the agreement, Irish Knight Holdings agreed to purchase substantially all of Green Tech Products’ assets, assume substantially all of its liabilities (less a $100,000 product warranty reserve) and provide $150,000 of additional consideration in the form of a promissory note and inventory credits.
The unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the Company’s historical audited consolidated financial statements.
The unaudited pro forma consolidated financial information does not purport to represent what the Company’s consolidated results of operations or consolidated financial position would have been if this transaction had occurred on the date indicated and are not intended to project the Company’s consolidated results of operations or consolidated financial position for any future period or date.
The unaudited pro forma adjustments are based on estimates and certain assumptions that the Company believes are reasonable. The unaudited consolidated pro forma adjustments and primary assumptions are described in the accompanying notes herein.
GREENMAN TECHNOLOGIES, INC.
Pro Forma Unaudited Consolidated Balance Sheet
As of June 30, 2011
| GreenMan Historical Consolidated (1a) | Disposal of Molded Rubber Product Business (1b) | Disposal Pro Forma Adjustments (1b) | Pro Forma Consolidated | |||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Cash | $ | 512,839 | $ | 264,419 | $ | — | $ | 248,420 | ||||||||||||
| Certificates of deposit, restricted | 565,000 | — | — | 565,000 | ||||||||||||||||
| Accounts receivable, net | 738,242 | 214,800 | — | 523,442 | ||||||||||||||||
| Inventory | 1,006,920 | 748,457 | 258,463 | |||||||||||||||||
| Note and Inventory Credit Receivable | — | — | 150,000 | (1c) | 150,000 | |||||||||||||||
| Other current assets | 1,025,086 | 32,319 | — | 992,767 | ||||||||||||||||
| Total current assets | 3,848,087 | 1,259,995 | 150,000 | 2,738,092 | ||||||||||||||||
| Property, plant and equipment | 769,932 | 346,710 | — | 423,222 | ||||||||||||||||
| Other assets | 1,630,742 | 150 | — | 1,630,592 | ||||||||||||||||
| Total assets | $ | 6,248,761 | $ | 1,606,855 | $ | 150,000 | $ | 4,791,906 | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
| Accounts Payable | $ | 1,324,419 | $ | 381,112 | $ | — | $ | 943,307 | ||||||||||||
| Accrued expenses and other liabilities | 1,495,939 | 808,329 | 100,000 | (1c) | 787,610 | |||||||||||||||
| Notes payable, current | 2,264,967 | 209,357 | — | 2,055,610 | ||||||||||||||||
| Notes payable, related party, current | 319,353 | — | — | 319,353 | ||||||||||||||||
| Obligations under lease settlement, current | 68,518 | — | — | 68,518 | ||||||||||||||||
| Total current liabilities | 5,473,196 | 1,398,798 | 100,000 | 4,174,398 | ||||||||||||||||
| Notes payable, non-current | 306,096 | 208,889 | — | 97,207 | ||||||||||||||||
| Obligations under lease settlement, non-current | 505,540 | — | — | 505,540 | ||||||||||||||||
| Convertible notes payable | 1,531,410 | — | — | 1,531,410 | ||||||||||||||||
| Total liabilities | 7,816,242 | 1,607,687 | 100,000 | 6,308,555 | ||||||||||||||||
| Preferred stock | — | — | — | — | ||||||||||||||||
| Common stock | 361,732 | — | — | 361,732 | ||||||||||||||||
| Additional paid in capital | 40,014,362 | — | — | 40,014,362 | ||||||||||||||||
| Common shares held as collateral | (20,000 | ) | — | — | (20,000 | ) | ||||||||||||||
| Accumulated deficit | (41,923,575 | ) | (832 | ) | 50,000 | (1c) | (41,872,743 | ) | ||||||||||||
| Total stockholders’ equity | (1,567,481 | ) | (832 | ) | 50,000 | (1,516,649 | ) | |||||||||||||
| Total liabilities and stockholders’ equity | $ | 6,248,761 | $ | 1,606,855 | $ | 150,000 | $ | 4,791,906 | ||||||||||||
See the accompanying notes to the unaudited pro forma consolidated financial information.
GREENMAN TECHNOLOGIES, INC.
Pro Forma Unaudited Consolidated Statement of Operations
Three Months Ended June 30, 2011
| GreenMan Historical Consolidated (1a) | Disposal of Molded Rubber Product Business (1b) | Disposal Pro Forma Adjustments (1b) | Pro Forma Consolidated | |||||||||||||
| Net sales | $ | 1,152,613 | $ | 610,241 | $ | — | $ | 542,372 | ||||||||
| Cost of sales | 980,385 | 471,241 | — | 509,144 | ||||||||||||
| Gross profit | 172,228 | 139,000 | — | 33,228 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 1,037,781 | 297,990 | — | 739,791 | ||||||||||||
| Research and development | 393,698 | — | — | 393,698 | ||||||||||||
| 1,431,479 | 297,990 | — | 1,133,489 | |||||||||||||
| Operating loss | (1,259,251 | ) | (158,990 | ) | — | (1,100,261 | ) | |||||||||
| Other income (expense): | ||||||||||||||||
| Interest and financing expense, net | (239,677 | ) | (7,381 | ) | — | (232,296 | ) | |||||||||
| Other, net | (50,971 | ) | 2 | — | (50,973 | ) | ||||||||||
| Other expense, net | (290,648 | ) | (7,379 | ) | — | (283,269 | ) | |||||||||
| Net loss from continuing operations before income taxes | (1,549,899 | ) | (166,369 | ) | — | (1,383,530 | ) | |||||||||
| Income tax benefit | 322,393 | — | — | 322,393 | ||||||||||||
| Net loss | $ | (1,227,506 | ) | $ | (166,369 | ) | $ | — | $ | (1,061,137 | ) | |||||
| Net loss per share –basic and diluted | $ | (0.04 | ) | $ | — | $ | — | $ | (0.03 | ) | ||||||
| Weighted average shares outstanding –basic | 34,058,326 | 34,058,326 | $ | — | 34,058,326 | |||||||||||
See the accompanying notes to the unaudited pro forma consolidated financial information.
GREENMAN TECHNOLOGIES, INC.
Pro Forma Unaudited Consolidated Statement of Operations
Three Months Ended June 30, 2010
| GreenMan Historical Consolidated (1a) | Disposal of Molded Rubber Product Business (1b) | Disposal Pro Forma Adjustments (1b) | Pro Forma Consolidated | |||||||||||||
| Net sales | $ | 309,723 | $ | 276,909 | $ | — | $ | 32,814 | ||||||||
| Cost of sales | 369,270 | 175,993 | — | 193,277 | ||||||||||||
| Gross (loss) profit | (59,547 | ) | 100,916 | — | (160,463 | ) | ||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 1,092,025 | 340,942 | — | 751,083 | ||||||||||||
| Research and development | 169,451 | — | — | 169,451 | ||||||||||||
| 1,261,476 | 340,942 | — | 920,534 | |||||||||||||
| Operating loss | (1,321,023 | ) | (240,026 | ) | — | (1,080,997 | ) | |||||||||
| Other income (expense): | ||||||||||||||||
| Interest and financing expense, net | 2,900 | (8,027 | ) | — | 10,927 | |||||||||||
| Other, net | (16,240 | ) | — | — | (16,240 | ) | ||||||||||
| Other expense, net | (13,340 | ) | (8,027 | ) | — | (5,313 | ) | |||||||||
| Net loss | $ | (1,334,363 | ) | $ | (248,053 | ) | $ | — | $ | (1,086,310 | ) | |||||
| Net loss per share –basic and diluted | $ | (0.04 | ) | $ | (0.01 | ) | $ | — | $ | (0.03 | ) | |||||
| Weighted average shares outstanding –basic and diluted | 33,113,310 | 33,113,310 | — | 33,113,310 | ||||||||||||
See the accompanying notes to the unaudited pro forma consolidated financial information.
GREENMAN TECHNOLOGIES, INC.
Pro Forma Unaudited Consolidated Statement of Operations
Nine Months Ended June 30, 2011
| GreenMan Historical Consolidated (1a) | Disposal of Molded Rubber Product Business (1b) | Disposal Pro Forma Adjustments (1b) | Pro Forma Consolidated | |||||||||||||
| Net sales | $ | 2,858,659 | $ | 1,438,164 | $ | — | $ | 1,420,495 | ||||||||
| Cost of sales | 2,896,190 | 1,393,919 | — | 1,502,271 | ||||||||||||
| Gross (loss) profit | (37,531 | ) | 44,245 | — | (81,776 | ) | ||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 3,356,316 | 980,154 | — | 2,376,162 | ||||||||||||
| Impairment loss | 423,250 | 273,650 | — | 149,600 | ||||||||||||
| Research and development | 907,231 | — | — | 907,231 | ||||||||||||
| 4,686,797 | 1,253,804 | — | 3,432,993 | |||||||||||||
| Operating loss | (4,724,328 | ) | (1,209,559 | ) | — | (3,514,769 | ) | |||||||||
| Other income (expense): | ||||||||||||||||
| Interest and financing expense, net | (514,678 | ) | (21,759 | ) | — | (492,919 | ) | |||||||||
| Other, net | (102,044 | ) | 8,905 | — | (110,949 | ) | ||||||||||
| Other expense, net | (616,722 | ) | (12,854 | ) | — | (603,868 | ) | |||||||||
| Net loss from continuing operations before income taxes | (5,341,050 | ) | (1,222,413 | ) | — | (4,118,637 | ) | |||||||||
| Income tax benefit | 322,393 | — | — | 322,393 | ||||||||||||
| Net loss | $ | (5,018,657 | ) | $ | (1,222,413 | ) | $ | — | $ | (3,796,244 | ) | |||||
| Net loss per share –basic and diluted | $ | (0.15 | ) | $ | (0.04 | ) | $ | — | $ | (0.11 | ) | |||||
| Weighted average shares outstanding –basic | 33,719,346 | 33,719,346 | — | 33,719,346 | ||||||||||||
See the accompanying notes to the unaudited pro forma consolidated financial information.
GREENMAN TECHNOLOGIES, INC.
Pro Forma Unaudited Consolidated Statement of Operations
Nine Months Ended June 30, 2010
| GreenMan Historical Consolidated (1a) | Disposal of Molded Rubber Product Business (1b) | Disposal Pro Forma Adjustments (1b) | Pro Forma Consolidated | |||||||||||||
| Net sales | $ | 997,583 | $ | 803,391 | $ | — | $ | 194,192 | ||||||||
| Cost of sales | 1,394,835 | 593,681 | — | 801,154 | ||||||||||||
| Gross (loss) profit | (397,252 | ) | 209,710 | — | (606,962 | ) | ||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, general and administrative | 3,619,916 | 983,563 | — | 2,636,353 | ||||||||||||
| Research and development | 460,964 | — | — | 460,964 | ||||||||||||
| 4,080,880 | 983,563 | — | 3,097,317 | |||||||||||||
| Operating loss | (4,478,132 | ) | (773,853 | ) | — | (3,704,279 | ) | |||||||||
| Other income (expense): | ||||||||||||||||
| Interest and financing expense, net | (1,999 | ) | (26,265 | ) | — | 24,266 | ||||||||||
| Other, net | (168,955 | ) | 261 | — | (169,216 | ) | ||||||||||
| Other expense, net | (170,954 | ) | (26,004 | ) | — | (144,950 | ) | |||||||||
| Net loss | $ | (4,649,086 | ) | $ | (799,857 | ) | $ | — | $ | (3,849,229 | ) | |||||
| Net loss per share –basic and diluted | $ | (0.14 | ) | $ | (0.02 | ) | $ | — | $ | (0.12 | ) | |||||
| Weighted average shares outstanding –basic and diluted | 33,093,208 | 33,093,208 | — | 33,093,208 | ||||||||||||
See the accompanying notes to the unaudited pro forma consolidated financial information.
GREENMAN TECHNOLOGIES, INC.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited)
I. Adjustments to unaudited pro forma consolidated balance sheet
(a) GreenMan Technologies, Inc.
Represents the historical unaudited consolidated balance sheet as of June 30, 2011.
(b) Molded Rubber Product Business
Represents the elimination of the Molded Rubber Product Business’ assets and liabilities, as reflected in the historical unaudited consolidated balance sheet of the Company as of June 30, 2011.
(c) Pro forma Adjustments
To record the estimated net proceeds the Company will receive from selling the assets and liabilities of the Molded Rubber Products Business.
II. Adjustments to unaudited pro forma consolidated statements of operations
a) GreenMan Technologies, Inc.
Represents the historical unaudited consolidated statement of operations for the three and nine months ended June 30, 2011 and 2010.
b) Molded Rubber Product Business
Represents the elimination of Molded Rubber Product Business’ revenues and expenses as reflected in the historical consolidated statement of operations of the Company for the three and nine months ended June 30, 2011 and 2010.
(d) Exhibits.
The following exhibits are filed with this report:
| Exhibit No. | Exhibit Description |
| 3.1 | Restated Certificate of Incorporation of GreenMan Technologies, Inc., as amended. |
| 10.1 | Promissory Note dated August 1, 2011, issued by Irish Knight Holdings, L.L.C. |
| 10.2 | Indemnification Agreement dated August 1, 2011 between GreenMan Technologies, Inc. and Timothy Mahoney. |
| 99.1 | Press release issued by GreenMan Technologies, Inc., dated August 2, 2011. |
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.
GREENMAN TECHNOLOGIES, INC.
By: /s/ Charles E. Coppa
Charles E. Coppa
Chief Financial Officer
Date: August 4, 2011