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)
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April
13,
2007
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PACIFIC
ETHANOL, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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000-21467
(Commission
File Number)
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41-2170618
(IRS
Employer
Identification
No.)
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400
Capitol Mall, Suite 2060
Sacramento,
California
(Address
of principal executive offices)
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95814
(Zip
Code)
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|
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Registrant’s
telephone number, including area code:
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(916)
403-2123
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(Former
name or former address, if changed since last
report)
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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.
2007
Annual Meeting of Stockholders
Pacific
Ethanol, Inc. (the “Corporation”) is preparing to hold its 2007 annual meeting
of stockholders at 8:00 a.m. on June 21, 2007 at a location to be determined
in
Sacramento, California. All holders of record of the Corporation’s common stock
and Series A Cumulative Redeemable Convertible Preferred Stock outstanding
as of
the close of business on April 23, 2007 will be entitled to vote at the annual
meeting. Because the date of this year’s annual meeting has been changed by more
than 30 days from the date of last year’s annual meeting, the Corporation’s
management desires to inform the Corporation’s stockholders of the revised
deadlines for stockholder proposals to be discussed and voted upon at the 2007
annual meeting.
Proposals
by stockholders that are intended for inclusion in the Corporation’s proxy
statement and proxy and to be presented at the Corporation’s 2007 annual meeting
must be delivered to the Secretary of the Corporation at the Corporation’s
principal executive offices by Friday, April 20, 2007 in order to be considered
for inclusion in the Corporation’s proxy materials. Those proposals may be
included in the Corporation’s proxy materials if they comply with the rules and
regulations of the Securities and Exchange Commission governing stockholder
proposals as well as Section 2.14 of the Corporation’s bylaws, as applicable,
and as set forth below.
For
all
other proposals by stockholders to be timely, a stockholder’s notice must be
delivered to, or mailed and received by, the Secretary of the Corporation at
the
Corporation’s principal executive offices by Friday, May 25, 2007. The notice
must set forth as to each matter the stockholder proposes to bring before the
meeting the information required in Section 2.14 of the Corporation’s bylaws and
otherwise comply with that Section, which provides as follows:
2.14 NOMINATIONS
AND PROPOSALS
Nominations
of persons for election to the board of directors of the Corporation and the
proposal of business to be considered by the stockholders may be made at any
meeting of stockholders only (a) pursuant to the Corporation’s notice of
meeting, (b) by or at the direction of the board of directors or (c) by any
stockholder of the Corporation who was a stockholder of record at the time
of
giving of notice provided for in these bylaws, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section
2.14; provided that stockholder nominations of persons for election to the
board
of directors of the Corporation at a special meeting may only be made if the
board of directors has determined that directors are to be elected at the
special meeting.
For
nominations or other business to be properly brought before a meeting of
stockholders by a stockholder pursuant to clause (c) of the preceding sentence,
the stockholder must have given timely notice thereof in writing to the
secretary of the Corporation and such other business must otherwise be a proper
matter for stockholder action. To be timely, a stockholder’s notice must be
delivered to the secretary of the Corporation not later than: (A) in the case
of
an annual meeting, the close of business on the forty-fifth (45th) day before
the first anniversary of the date on which the Corporation first mailed its
proxy materials for the prior year’s annual meeting of stockholders; provided,
however, that if the date of the meeting has changed more than thirty (30)
days
from the date of the prior year’s meeting, then in order for the stockholder’s
notice to be timely it must be delivered to the secretary of the Corporation
a
reasonable time before the Corporation mails its proxy materials for the current
year’s meeting; provided further, that for purposes of the preceding sentence, a
“reasonable time” shall conclusively be deemed to coincide with any adjusted
deadline publicly announced by the Corporation pursuant to Rule 14a-5(f) or
otherwise; and (B) in the case of a special meeting, the close of business
on
the seventh (7th) day following the day on which public announcement is first
made of the date of the special meeting. In no event shall the public
announcement of an adjournment of a meeting of stockholders commence a new
time
period for the giving of a stockholder’s notice as described above.
Such
stockholder’s notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (or any successor thereto, “Exchange Act”) and Rule
14a-11 thereunder (or any successor thereto) (including such person’s written
consent to being named in the proxy statement as a nominee and to serving as
a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to
be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such stockholder and
the
beneficial owner, if any, on whose behalf the proposal is made, the text of
the
proposal or business (including the text of any resolutions proposed for
consideration and in the event that such business includes a proposal to amend
the bylaws of the Corporation, the language of the proposed amendment); and
(c)
as to the stockholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made (i) the name and address of
such
stockholder, as they appear on the Corporation’s books, and of such beneficial
owner, (ii) the class and number of shares of the Corporation that are owned
beneficially and of record by such stockholder and such beneficial owner, (iii)
a representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person
or
by proxy at the meeting to propose such business or nomination, and (iv) a
representation whether the stockholder or the beneficial owner, if any, intends
or is part of a group that intends (X) to deliver a proxy statement and/or
form
of proxy to holders of at least the percentage of the Corporation’s outstanding
capital stock required to approve or adopt the proposal or elect the nominee
and/or (Y) otherwise to solicit proxies from stockholders in support of such
proposal or nomination.
The
Corporation may require any proposed nominee to furnish such other information
as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. Notwithstanding any provision
of these bylaws to the contrary, no business shall be conducted at a meeting
of
stockholders except in accordance with the procedures set forth in this Section
2.14.
For
purposes of this Section 2.14, “public announcement” shall include disclosure in
a press release reported by the Dow Jones News Service, Associated Press,
Reuters, Market Wire or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Notwithstanding
the foregoing provisions of this Section 2.14, a stockholder shall also comply
with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this Section
2.14. Nothing in this Section 2.14 shall be deemed to affect any rights (1)
of
stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act, if applicable to the
Corporation, or (2) of the holders of any series of preferred stock to elect
directors pursuant to any applicable provisions of the certificate of
incorporation.
Except
as
otherwise provided by law, the chairperson of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this Section 2.14 and, if any
proposed nomination or business was not made or proposed in compliance with
this
Section 2.14, to declare that such nomination shall be disregarded or that
such
proposed business shall not be transacted.
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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PACIFIC
ETHANOL, INC.
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Date: April
13, 2007 |
By: |
/s/ CHRISTOPHER
W. WRIGHT |
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Christopher
W. Wright
Vice
President, General Counsel &
Secretary
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