Nextera Enterprises Inc - Current report filing (8-K)
21 April 2008 - 6:06PM
Edgar (US Regulatory)
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 16, 2008
NEXTERA
ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware
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0-25995
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95-4700410
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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14320 Arminta Street, Panorama City,
California 91402
(Address of Principal Executive Offices)
(818) 902-5537
(Registrants telephone number, including area code)
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 8.01 OTHER EVENTS
On
April 16, 2008,
Nextera
Enterprises, Inc. (the Company) executed a non-binding Letter of Intent (LOI)
to sell substantially all of the assets of its sole operating subsidiary,
Woodridge Labs, Inc. (Woodridge Labs), to a company (the Buyer) owned
by the secured lenders under Woodridge Labs senior secured credit agreement in
satisfaction of the obligations of Woodridge Labs and the Company under the
senior secured credit agreement. NewStar
Financial, Inc. (NewStar), the administrative agent under the senior
secured credit agreement, and its affiliates would control the Buyer
post-closing. All proceeds from the
proposed sale of these assets will be applied at closing towards repayment of
Woodridge Labs bridge loans, term loan and revolving credit facility under its
senior secured credit agreement. NewStar
is currently owed $13.25 million under all facilities of the agreement. Mounte
LLC (Mounte) and Jocott Enterprises, Inc. (Jocott) are bridge lenders
under the agreement, with $1.0 million and $0.4 million currently outstanding,
respectively. Mounte and Jocott are both
shareholders of the Company, and Joe Millin, the President of the Company, is
the President and Chief Executive Officer of Jocott.
The proposed transaction is subject to various conditions, including
the signing of mutually satisfactory definitive agreements, the approval of the
Companys Board of Directors, including a recommendation by the independent
members of the Board, and the approval of the Companys shareholders. There can be no assurance that the transactions
contemplated by the LOI will be consummated as described herein or at all. Should the sale be consummated, the Company would
be left with no operating assets to generate cash-flows.
On
April 18, 2008, the Company issued a press release announcing the
execution of the LOI, a copy of which is attached to this report as Exhibit 99.1
and incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
99.1
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Press
Release dated April 18, 2008.
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2
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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NEXTERA
ENTERPRISES, INC.
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Date: April 18,
2008
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By:
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/s/
Antonio Rodriquez
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Antonio
Rodriquez
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Chief
Financial Officer
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3
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