Pacific Ethanol 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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))
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Pacific Ethanol, Inc. (the “Company”) entered into First Amendments to Amended and Restated Executive Employment Agreements (“Amendments”), effective as of December 30, 2008, with each of Neil M. Koehler, Joseph W. Hansen, John T. Miller and Christopher W. Wright, each of which Amendments amended each Employment Agreement between each of those executive officers and the Company each dated December 14, 2007, except for Mr. Hansen, whose Employment Agreement is dated December 11, 2007. Mr. Koehler is the Company’s President and Chief Executive Officer, Mr. Hansen is the Company’s Chief Financial Officer, Mr. Miller is the Company’s Chief Operating Officer, and Mr. Wright is the Company’s Vice President, General Counsel and Secretary.
A description of each executive officer’s Employment Agreement is set forth in the Company’s Current Report on Form 8-K for December 11, 2007 filed with the Securities and Exchange Commission on December 17, 2007 and such descriptions are incorporated herein by this reference.
The Amendments amend the Employment Agreements primarily in order to bring them into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance thereunder and any state law of similar effect.
The Amendments amend the Employment Agreements in the following respects:
The description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Form of First Amendment to Amended and Restated Executive Employment Agreement, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by this reference.
(a) Financial statements of businesses acquired.
(b) Pro forma financial information.
(c) Shell company transactions.
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.
EXHIBITS FILED WITH THIS REPORT