-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cee01sp77nv4NXLz6A79vww9YyL3kVixaKMZqMTF24jl4mFIDWkTbdcItsfau033 nIRorcGazXdBzQbPYM/SIg== 0001269127-09-000154.txt : 20091209 0001269127-09-000154.hdr.sgml : 20091209 20091209172337 ACCESSION NUMBER: 0001269127-09-000154 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091209 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20091209 DATE AS OF CHANGE: 20091209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENSHIFT CORP CENTRAL INDEX KEY: 0001269127 STANDARD INDUSTRIAL CLASSIFICATION: SANITARY SERVICES [4950] IRS NUMBER: 593764931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50469 FILM NUMBER: 091231611 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 1612 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 212-994-5374 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 1612 CITY: NEW YORK STATE: NY ZIP: 10119 FORMER COMPANY: FORMER CONFORMED NAME: GS Cleantech Corp DATE OF NAME CHANGE: 20060719 FORMER COMPANY: FORMER CONFORMED NAME: VERIDIUM CORP DATE OF NAME CHANGE: 20031104 8-K 1 gers8k12909.txt GREENSHIFT FORM 8-K 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 COMMISSION FILE NO.: 0-50469 Date of Report: December 9, 2009 GREENSHIFT CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 59-3764931 - -------------------------------------------------------------------------------- (State of other jurisdiction of (IRS Employer incorporation or organization Identification No.) One Penn Plaza, Suite 1612, New York, NY 10019 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 994-5374 - -------------------------------------------------------------------------------- (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 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 MATERIAL DEFINITIVE AGREEMENTS ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES FORBEARANCE AGREEMENT On December 9, 2009, GreenShift Corporation and its subsidiaries ("GreenShift"), Viridis Capital, LLC ("Viridis"), and YA Global Investments, L.P. ("YA Global") entered into a Global Forbearance Agreement (the "Agreement") pursuant to which the parties agreed that, subject to the satisfaction of certain specified conditions, they would restructure about $42,727,603 in senior secured debt issued by GreenShift and its subsidiaries to YA Global (the "Senior Loans"). In consideration of the undertakings by GreenShift and its affiliates in the Agreement, YA Global agreed to forbear enforcing the rights that have accrued to it by reason of GreenShift's several defaults under the terms of the Senior Loans, subject to the satisfaction of certain conditions. Amended and Restated Debenture Under the terms of the Agreement, YA Global agreed to amend, restate and consolidate the Senior Loans into a single convertible debenture (the "A&R Debenture") in the original principal amount of $42,727,603. The A&R Debenture shall mature on March 31, 2011 and shall bear interest at the annual rate of 6%, a reduction from the average annual rate of 12% previously due under the Senior Loans. Repayment Terms Pursuant to the terms of the A&R Debentures, GreenShift shall pay YA Global the sum of $800,000 per quarter for the four calendar quarters commencing January 1, 2010, and the sum of $1,200,000 per quarter for the calendar quarter commencing January 1, 2011 (each, an "Installment Payment"). YA Global shall have the right, but not the obligation, to convert any portion of the A&R Debentures into GreenShift common stock at a rate equal to the lesser of (a) $1.00 or (b) ninety percent (90%) of the lowest daily volume weighted average price of GreenShift common stock during the twenty (20) consecutive trading days immediately preceding the conversion date. Each Installment Payment shall be reduced by the amount of any conversions performed by YA Global on a cumulative basis. YA Global will not be permitted, however, to convert into a number of shares that would cause it to own more than 4.99% of the outstanding GreenShift common shares. Viridis Guaranty YA Global shall have the continuing right under the Agreement to exercise its rights as a secured creditor with respect to certain shares of preferred stock in GreenShift and EcoSystem Corporation beneficially owned by Viridis that have been pledged by Viridis to YA Global, including, without limitation, the right to require the conversion of any such preferred shares into common stock, and to have such common stock transferred into the name of YA Global and sold. The proceeds received by YA Global from any such sales, net of reasonable costs and expenses, shall be applied towards reduction of the amounts due under the A&R Debenture and related documents. Conditions to Forbearance YA Global's agreement to forbear under the Agreement shall be subject to the satisfaction of certain conditions. Among the conditions is a requirement that the holders of all other obligations for borrowed money issued by GreenShift shall subordinate their rights to those of YA Global, and that the holders of any convertible debentures shall agree that the aggregate conversions of such debentures and/or subsequent sales of common stock in any given month shall not exceed five percent of the preceding month's total value traded for the common stock. 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 hereunto duly authorized. Dated: December 9, 2009 GREENSHIFT CORPORATION By:/s/ Kevin Kreisler ------------------------ Kevin Kreisler Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----