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 22, 2013
 
PACIFIC GREEN TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
 
Delaware   000-54756   n/a
(State or other jurisdiction of   (Commission File Number)  
(IRS Employer
incorporation)       Identification No.)
         
5205 Prospect Road, Suite 135-226, San Jose, CA   95129
(Address of principal executive offices)   (Zip Code)
     
Registrant’s telephone number, including area code   (408) 538-3373
     
     
(Former name or former address, if changed since last report.)
 
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:
 
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 1.01  Entry into Material Definitive Agreement
 
ITEM 3.02  Unregistered Sales of Equity Securities
 
ITEM 5.02  Departure Of Directors or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers
 
We entered into an agreement dated October 22, 2013 with Mr. Chris Williams. Pursuant to this agreement, Mr. Williams has agreed to serve as Business Development Director of our company. As Business Development Director of our company, Mr. Williams will focus on developing potential new business opportunities and generating sales from our existing assets.
 
Pursuant to the agreement, our company is to compensate Mr. Williams for serving as a Business Development Director of our company with:       

 
1.
£450 per day and a guarantee of a minimum of four days a month for six months;
 
 
2.
£50,000 when we are in a position to drawdown funds in order to commence the development and construction (the “ Financial Close ”) of our 49MW biomass power plant at Sutton Bridge, Lincolnshire (the “ Project ”);
 
 
3.
options on the Financial Close of the completion of the Project to purchase 10,000 common shares in our company at $2 per share; and
 
 
4.
on the Financial Close of the Project, 20,000 common shares of our company from Pacific Green Group Limited.
 
In addition to the above compensation, we have agreed to compensate Mr. Williams with commissions of:
 
 
1.
10%, 8% and 6% for the first, second and third years, respectively, for Envi Emissions Control Equipment sales on any license fees generated;
 
 
2.
3% of net sales for Envi Emissions Control Equipment sales that are direct sales (with no third party commissions);
 
 
3.
1% of net sales of any for Envi Emissions Control Equipment sales from third party agents;
 
 
4.
5% of any financial equity raised for our company prior to the close of the Project;
 
 
5.
0.25% of any debt introduced for the Project;
 
 
6.
0.5% of any financial equity introduced for the Project;
 
 
7.
10%, 6%, 4% and 2% for years 1, 2, 3 and thereafter, respectively, of any heat off-take sales related to the Project entered into before December 31, 2013;
 
 
8.
5%, 3% and 2% for years 1, 2 and thereafter, respectively, of any heat off-take sales related to the Project entered into on or after December 31, 2013; and
 
 
9.
0.25% and 0.2% for years 1 and 2, respectively, of power purchase agreements.
      
On December 5, 2013, we appointed Mr. Williams as Business Development Director of our company.
 
We will issue the options to one person in reliance on the exemption from registration for “accredited investors” contained in Rule 506 of Regulation D of the Securities Act of 1933.
 
 
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Chris Williams – 42, Business Development Director
 
Chris Williams, age 42, has been engaged in waste to water & energy and biomass to energy since 1999, first as a Director of Olivine New Zealand Ltd. and Managing Director of Global Olivine UK Ltd. (from 2000 to 2007).
 
Mr. Williams pioneered the application of plasma technologies with Olivine New Zealand Ltd. within waste to energy to reduce landfill needs of hazardous fly ash and the recovery of mercury from light bulbs. He helped secure planning and environmental permitting in 2001 for the world’s first waste to water and energy facility in Kwinana Perth, Western Australia. The application included the first multi-modal health risk assessment for emissions and dietary intake for adults and children from the combustion of 1.2 million tonnes of waste. In the UK, he secured environment agency permitting and licensing in 2005 for a 172MW, waste facility in Peterborough using Global Olivine technology.
 
In 2002, Mr. Williams created the planning and permitting company Peterborough Renewable Energy Limited (now Green Energy Parks Limited). He has represented Green Energy Parks in the local, trade and national media with respect to electricity market reform and renewables order and the renewables obligations banding.
 
A materials scientist by profession, Mr. Williams was first involved in recycling of glass fiber reinforced thermoset plastics with the Danish Technological Institute in 1993 as part of his Brunel Honors Degree, spending six months working on methods of recycling and gaining value from these wastes. He is a member of the Renewable Energy Association and a member on their Gasification and Pyrolysis group.
 
Further, Mr. Williams has developed successful software business in the past and has been the chairman of a leading recycling and community charity.
 
Our company believes that Mr. Williams’ educational background, and business and operational experience give him the qualifications and skills necessary to serve as our Business Development Director
 
Item 9.01  Financial Statements and Exhibits
 
10.1           Agreement between our company and Chris Williams dated October 22, 2013.
 
 
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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.
 
PACIFIC GREEN TECHNOLOGIES INC.
 
     
/s/ Neil Carmichael    
Neil Carmichael
   
President and Director
   
     
Date: December 5, 2013
   
 
 
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Exhibit 10.1
 
 
Private & Confidential
C Williams Esq
335a Longthorpe Road
Peterborough
Cambs
UK
PE3 6LU
 
22 October 2013
 
Dear Chris
 
RE: Your role in respect of Pacific Green Technologies Inc.
 
Further to our recent meetings, I have pleasure in making you a formal offer for the role of Business Development Director of Pacific Green Technologies Inc.
 
Your role will be to focus developing potential new business opportunities and generating sales from PGT's existing assets with the following areas of responsibility:
 
a)  
Promote, develop and co-ordinate new project initiatives that are within the PGT's strategy as requested by the Board, commencing with the Belfast Biomass Plant.
 
b)  
Assist with the fund raising team in investor presentations as required by the Board.
 
c)  
Identify, market and promote the ENVI-CleanTM and ENVI-PureTM Emission Control Technology to potential licensees, distributors and end users within Europe and Internationally as directed by the Board.
 
5205 Prospect Road,
San Jose, California,
USA
95129
 
 
 
 
 
 
d)  
Conclude a heat sales agreement with Bakkavor and two other local heat offtakers in the Sutton Bridge for terms that are suitable for accreditation. Please liase with Dr Andrew Jolly regarding accreditation suitability/language in the agreements and myself for commercial direction.
 
e)  
Source 50,000 tons per annum of uncontaminated waste wood at a maximum of GBP £ 45 per ton delivered to a location within a 10 mile radius of Sutton Bridge.
 
f)  
Identify negotiate and close a Power Purchase Agreement with an electricity offtaker with BBB+ credit rating or better for a minimum of seven years.
 
In return for the above, you will receive the following remuneration package made up of a small retainer, stock options, stock gift, cash bonuses and commissions as follows:
 
·  
a daily fee of GBP  £ 450 per day + VAT for work within the UK with a guarantee of 4 days a month minimum for six months then review the situation with a view to increase the basic;
·  
director and officer insurance;
·  
a bonus on financial close (funding) of GBP  £ 50,000;
·  
10,000 PGT shares under option at $2 per share upon completion of Financial Close on Sutton Bridge.
·  
upon financial close of EPSB, Pacific Green Group Limited will gift you a further 20,000 PGT shares subject to lock in provisions (todays value US$125,000)
·  
the commissions for business development performance as follows:
 
5205 Prospect Road,
San Jose, California,
USA
95129
 
 
2
 
 
 
     a) ENVI Emissions Control Equipment:
 
     -   ENVI Sales Commission of 10% of any license fees generated in the first year reducing to 8% in the second, 6% for the third and the 2% thereafter
     -   ENVI Sales Commission of 3% of net sales of any equipment direct sale with no third party commission paid
     -   ENVI Sales Commission of 7% of net sales of any equipment sale via a third party agent
 
     b) Fund Raising Commission:
 
     -   5% of any equity raised as PGT prior to Financial Close of EPSB
     -   0.25% of any debt introduced for Sutton Bridge
     -   0.5% of any equity introduced for Sutton Bridge
 
     c) Heat Off-take Sales-Sutton Bridge if HOT contingent on the `plant in operation' only signed before 31st Dec '13:
 
     -   10% of Yr 1 sales value, 6% of Yr 2, 4% of Yr 3, 2% of thereafter
 
     For the second Heat Off-taker and further:
 
     -   5% of Yr 1, 3% of Yr 2, 2% thereafter
 
    d) Power Purchase Agreement Sales:
 
     -   0.25% of PPA value for year 1, 0.2% for year 2.
 
All cash commissions due under this agreement will be paid with 14 days of PGT Inc. receiving the funds from the relevant sale.
 
The Company will pay all reasonable out of pocket expenses, any expense in excess of GBP  £ 500 will need to be approved in advance.
 
Chris, we would like to make significant progress on the uncontaminated waste wood sourcing, heat off-take agreements to a stage of Contingent Sales Agreement with both projects. Also, please liaise internally prior to commencing the Belfast opportunity.
 
5205 Prospect Road,
San Jose, California,
USA
95129
 
 
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For the avoidance of doubt no agreement can entered into unless it has been duly authorized by the Board in advance or approved by myself.
 
I trust the above is in accord with our discussions and look forward to receiving your signed agreement in over the next few days.
 
Yours sincerely
 
Neil Carmichael
For Pacific Green Technologies Limited
 
I hereby agree to the terms of this letter and the terms of my appointment:
       
/s/ Christopher John Williams      
Christopher John Williams      
 
5205 Prospect Road,
San Jose, California,
USA
95129
 
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