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)
October
17, 2008
____________________
HYDROGEN
CORPORATION
(Name
of Small Business Issuer in Its Charter)
____________________
|
Nevada
(State
or other jurisdiction of incorporation or
organization)
|
0-32065
Commission
file number
|
86-0965692
(IRS
Employer Identification
No.)
|
10
East 40th Street, Suite 3405
New
York, New York 10016
(Address
of principal executive offices)
(212)
672-0380
(Registrant’s
telephone number)
_________________________
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.
|
As
previously reported, on August 22, 2008 (the “Closing Date”), HydroGen
Corporation (the “Company”), HydroGen, L.L.C., the Company’s wholly-owned
subsidiary (“HydroGen, L.L.C.”), Samsung C&T Corporation (“Samsung”) and
Federated Kaufmann Fund, a portfolio of Federated Equity Funds (“Federated
Kaufmann” and, together with Samsung, the “Lenders”), and Federated Kaufmann, as
Agent for the Lenders, entered into a Loan and Security Agreement (as
amended, the “Loan and Security Agreement”). Pursuant to the Loan and
Security Agreement, each Lender agreed to loan to HydroGen, L.L.C. $1 million
in
two equal installments for a total of $2 million (the “Loan”). On the Closing
Date, each Lender provided $500,000, for an aggregate amount of $1 million,
to
HydroGen, L.L.C. Also, on the Closing Date, each Lender deposited $500,000,
for
an aggregate amount of $1 million (the “Segregated Funds”), in a segregated
account to be released to HydroGen, L.L.C. upon the satisfaction of certain
conditions. Also as previously reported, on September 22, 2008, the Company,
Hydrogen, L.L.C., Samsung and Federated Kaufmann entered into a First Amendment
to Loan and Security Agreement.
On
October 17, 2008, the Company, HydroGen, L.L.C., Samsung and Federated Kaufmann
entered into a Second Amendment to Loan and Security Agreement (the “Second
Amendment”) pursuant to which the Lenders agreed to release $450,000 of the
Segregated Funds to HydroGen, LLC. In the event of a bankruptcy filing, the
Agent and Lenders consent to the use of the $450,000 to be used solely for
general business and operating purposes related to the reorganization of
HydroGen, L.L.C. or the Company, sale of HydroGen, L.L.C. or the Company as
a
going concern, or orderly liquidation of the assets of HydroGen, L.L.C. or
the
Company through bankruptcy or otherwise.
The
Second Amendment further provides that, if by October 20, 2008, HydroGen, L.L.C.
presents to the Lenders a written offer from one or more persons to consummate
a
transaction pursuant to which the Loan would be repaid in full on or prior
to
the Maturity Date (as defined in the Loan and Security Agreement) (a “Viable
Offer”), the remaining amount of $550,000 of the Segregated Funds shall be
released to HydroGen, L.L.C. If HydroGen, L.L.C. fails to present a Viable
Offer
to the Lenders by October 20, 2008, the remaining amount of $550,000 of the
Segregated Funds shall be returned to the Lenders.
Please
See Item 8.01 of this Current Report for a description of subsequent events.
The
foregoing description of the Second Amendment does not purport to be complete
and is qualified in its entirety by reference to the Second Amendment, a copy
of
which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
|
Item
1.03
|
Bankruptcy
or Receivership.
|
On
October 22, 2008, HydroGen, L.L.C., the Company’s wholly-owned subsidiary, filed
a voluntary petition for relief under Chapter 11 of Title 11 of the United
States Code (the “Bankruptcy Code”), with the United States Bankruptcy Court for
the Southern District of New York (the “Bankruptcy Court”) (
In
re
HydroGen, L.L.C.
,
Case
No. 08-14139) (the “Bankruptcy Case”). HydroGen, L.L.C. will continue to
operate its business as a “debtor-in-possession” under the jurisdiction of the
Bankruptcy Court and in accordance with the provisions of the Bankruptcy Code.
HydroGen, L.L.C. intends to pursue a “going concern” sale or other transaction
in bankruptcy.
|
Item
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement.
|
The
filing of the Bankruptcy Case described in Item 1.03 above constituted an event
of default under the Loan and Security Agreement and, as a result, repayment
of
the $1,450,000 loan, together with any accrued and unpaid interest thereon,
and
any other obligations under the Loan and Security Agreement may be accelerated
and become immediately due and payable. HydroGen, L.L.C. believes that any
efforts to enforce the payment obligations under the Loan and Security Agreement
are stayed as a result of the filing of the Bankruptcy Case in the Bankruptcy
Court.
|
I
tem
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
October 17, 2008, by resolution of the Board of Directors of the Company and
for
the purpose of preserving cash resources to be used in the bankruptcy process,
the Company terminated the employment of the following named executive officers:
John J. Freeh, Chief Executive Officer; Joshua Tosteson, President; and Gregory
Morris, Senior Vice President - Sales and Projects.
On
October 17, 2008, the Board of Directors of the Company appointed Scott M.
Schecter as Chief Executive Officer. Mr. Schecter, age 52, served as interim
Chief Financial Officer of the Company from June 2004 until April 2005 and
has
served as Chief Financial Officer since April 2005. Mr. Schecter will continue
to serve in such capacity with the Company. Mr. Schecter shall serve as Chief
Executive Officer until his successor shall have been duly elected and qualified
or until his death, resignation or removal by the Board of Directors.
On
October 23, 2008, Brian T. McGee, a Director of the Company, resigned from
the
Board of Directors of the Company. Mr. McGee was a member of the Audit
Committee, Nominating Committee and Compensation Committee of the Board of
Directors of the Company.
|
Item
7.01.
|
Regulation
FD Disclosure.
|
On
or
before October 30, 2008, HydroGen, L.L.C.'s Schedules of Assets and Liabilities
and Statement of Financial Affairs will be available for inspection, free of
charge, at
http://www.triaxcapitaladvisors.com/HGenBK/HydroGen_BK_Schedules_and_SOFA.pdf
.
These
schedules and statements and other Bankruptcy Case filings will be available
on
the Bankruptcy Court's Internet Website at
http://www.nysb.uscourts.gov
-- a
login and password to the Bankruptcy Court's Public Access to Electronic Court
Records ("PACER") are required to access this information and can be obtained
through the PACER Service Center at
http://www.pacer.psc.uscourts.gov
.
Pursuant
to the Second Amendment (as described in Item 1.01 above), $450,000 of the
Segregated Funds was released to HydroGen, L.L.C. on October 17, 2008 and,
on
October 21, 2008, the balance of the Segregated Funds in the amount of $550,000
was returned to the Lenders.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
|
|
10.1
|
Second
Amendment to Loan and Security Agreement dated as of October 17,
2008, by
and among HydroGen, L.L.C., HydroGen Corporation, Federated Kaufmann
Fund,
a portfolio of Federated Equity Funds, as Agent, Samsung C&T
Corporation and Federated Kaufmann
Fund.
|
SIGNATURE
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, thereunto
duly authorized.
|
Dated:
October 23, 2008
|
HYDROGEN
CORPORATION
By:
/s/ Scott M. Schecter
_____________________________
Scott
M. Schecter
Chief
Executive Officer
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
|
|
10.1
|
Second
Amendment to Loan and Security Agreement dated as of October 17,
2008, by
and among HydroGen, L.L.C., HydroGen Corporation, Federated Kaufmann
Fund,
a portfolio of Federated Equity Funds, as Agent, Samsung C&T
Corporation and Federated Kaufmann Fund.
|
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