Vertex Energy Inc. – ‘8-K12G3’ for 3/31/09

On:  Wednesday, 4/8/09, at 3:21pm ET   ·   For:  3/31/09   ·   Accession #:  1019687-9-1267   ·   File #:  0-53619

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Notice of Securities of a Successor Issuer Deemed to be Registered   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K12G3     Notice of Securities of a Successor Issuer Deemed      8     37K 
                          to be Registered                                       

Document Table of Contents

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 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: April 3, 2009
 Date of Earliest Event Reported: March 31, 2009

 VERTEX ENERGY, INC.
 -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Nevada                 1-11476           94-3439569     
-------------------------------  -------------   -------------------------      
(State or other jurisdiction     (Commission      (I.R.S. Employer            
of incorporation):          File Number)    Identification No.):    
1331 Gemini Street                                 77058            
Houston, Texas                                                  

----------------------------------------------              ----------------    
(Address of principal executive offices)                     (Zip Code)     

Registrant's telephone number, including area code: (866) 660-8156

 World Waste Technologies, Inc., 20400 Stevens Creek Blvd., 7th Floor,
 Cupertino, California 95014
 ---------------------------------------------------------------------------
 (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:                                                           

[__]     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))                            

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ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT                        

         As previously reported on a Current Report on Form 8-K filed on May 20,
2008 with the Securities and Exchange Commission (the "SEC"), on May 19, 2008,  
World Waste Technologies, Inc., a California corporation ("WORLD WASTE"),       
entered into an Amended and Restated Agreement and Plan of Merger (the "MERGER  
AGREEMENT") with Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), a Texas  
limited partnership ("VERTEX LP"), Vertex Energy, Inc., a Nevada corporation    
("VERTEX NEVADA"), Vertex Merger Sub, LLC, a California limited liability       
company and wholly owned subsidiary of Vertex Nevada ("MERGER SUBSIDIARY"), and 
Benjamin P. Cowart, as agent for the shareholders of Vertex Nevada (the         
"AGENT"). On March 31, 2009, World Waste, Vertex LP, Vertex Nevada, Merger      
Subsidiary and the Agent executed and delivered Amendment No. 5 (the            
"AMENDMENT") to the Merger Agreement. The following is a summary of the material
terms of the Amendment and is qualified by the full text of the Amendment, which
is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated  
herein.                                                                         

         Pursuant to the Amendment, the Merger Agreement has been amended in the
following material respects:                                                    

             o   The sections of the Merger Agreement that require World Waste
               to have a minimum of $2.4 million of cash on hand as of the
                  closing have been amended to provide that this amount shall be
reduced to $2.2 million.                    

          o   Section 8.1(b) of the Merger Agreement has been amended to
               provide that either World Waste, on the one hand, or Vertex
               LP, Vertex Nevada and Merger Subsidiary, on the other hand,
            may terminate the Merger Agreement if the Merger has not
                 closed on or before April 1, 2009. Previously, Section 8.1(b)
                had provided that either side could exercise its termination
             right if the Merger has not closed on or before March 31,
2009.                                       

          o   The condition to the closing of the merger that at closing
               World Waste have no liabilities has been amended to provide
                that World Waste may have up to $50,000 of liabilities as of
the closing.                                

         o   All references in the Merger Agreement to Vertex Nevada's
  Series B preferred stock have been eliminated.

        o   The requirement that Vertex Nevada enter into a Sublease
                Agreement and Purchase and Sale Agreement with Vertex LP has
been removed.                               

ITEM 2.01     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS                

        Pursuant to the Merger Agreement, on April 1, 2009, World Waste merged
with and into Merger Subsidiary, with Merger Subsidiary continuing as the       
surviving corporation and a wholly owed subsidiary of Vertex Nevada (the        
"MERGER"). In connection with the Merger, (i) each outstanding share of World   
Waste common stock was cancelled and exchanged for 0.10 shares of Vertex Nevada 
common stock; (ii) each outstanding share of World Waste Series A preferred     
stock was cancelled and exchanged for 0.4062 shares of Vertex Nevada Series A   
preferred stock; and (iii) each outstanding share of World Waste Series B       
preferred stock was cancelled and exchanged for 11.651 shares of Vertex Nevada  
Series A preferred stock.                                                       

         The foregoing description of the Merger Agreement and the Merger is not
complete and is qualified in its entirety by reference to the Merger Agreement  
and the amendments thereto which were previously filed with the SEC as exhibits 
to World Waste's Current Reports on Form 8-K.                                   

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ITEM 3.03     MATERIAL MODIFCATION TO RIGHTS OF SECURITY HOLDERS                

       As described above under Item 2.01, as a result of the Merger, all of
World Waste's shares of capital stock were automatically cancelled and exchanged
for shares of the capital stock of Vertex Nevada.                               

ITEM 5.01     CHANGES IN CONTROL OF REGISTRANT                                  

         As a result of the Merger, World Waste became a wholly owned subsidiary
of Vertex Nevada and the Agent became the holder of approximately 36% of Vertex 
Nevada's outstanding voting securities. The Agent has entered into a voting     
agreement with the holders of approximately 22% of Vertex Nevada's outstanding  
voting securities pursuant to which such holders have agreed to vote their      
shares in favor of the Agent's four nominees to Vertex Nevada's Board of        
Directors. Accordingly, the Agent has the right to elect four of Vertex Nevada's
five directors. Vertex Nevada has determined not to issue 575,000 shares of     
common stock which were originally anticipated to be issued to consultants of   
Vertex Nevada, and as such, the total number of shares of common stock          
immediately following the Merger is 8,261,659 shares.                           

ITEM 5.02     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF           
    DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.                   

      Pursuant to the Merger Agreement, effective as of the closing of the
Merger on April 1, 2009, all of the members of World Waste's Board of Directors 
and all of World Waste's executive officers resigned and the officers and       
directors of Vertex Nevada continued as officers and directors of Vertex Nevada.
John Pimentel, formerly an officer and director of World Waste, has become an   
officer and director of Vertex Nevada, and Matthew Lieb, formerly an officer of 
World Waste, has become an officer of Vertex Nevada. The officers and Directors 
of Vertex Nevada are as follows:                                                

DIRECTORS:                                                        

Benjamin P. Cowart                          

John Pimentel                               

Dan Borgen                                  

David L. Phillips                           

Ingram Lee                                  

OFFICERS:                                                         

              Benjamin P. Cowart - Chief Executive Officer and President

         John Pimentel - Executive Vice President of Corporate
Development 

Matthew Lieb - Chief Operating Officer      

Ingram Lee - Treasurer                      

Chris Carlson - Secretary                   

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OFFICER AND DIRECTOR BIOS:                                        

       BENJAMIN P. COWART - DIRECTOR, CHIEF EXECUTIVE OFFICER AND PRESIDENT (Age
39): Mr. Cowart, the president of the General Partner for Vertex LP, has been   
involved in the petroleum recycling industry for over 20 years. Mr. Cowart is   
the founder of the Vertex group of companies and has served such companies since
2001. Mr. Cowart is the founder, Chief Executive Officer, President and Chairman
of the Board of Vertex Nevada. As a leader in the recycling field, Mr. Cowart   
helped pioneer the reclamation industry by developing recycling options for many
residual materials once managed as a hazardous waste. Mr. Cowart co-authored the
industry's first e-commerce operating system for the digital management of      
petroleum waste and residual materials. Mr. Cowart was awarded the 2003 Business
Man of the Year from The National Republican Congressional Committee, and serves
on NORA's Board of Directors and President for 2008. Mr. Cowart has taken an    
active role in the petroleum industry with his involvement in speaking,         
consulting, chairing, and serving on various committees and industry            
associations. Prior to the formation of Vertex LP, Mr. Cowart served as the Vice
President of Aaron Oil Company, a regional recycler in Alabama.                 

JOHN PIMENTEL - DIRECTOR AND EXECUTIVE VICE PRESIDENT OF CORPORATE
DEVELOPMENT (Age 42): Mr. Pimentel was appointed to the Board of Directors of   
Vertex Nevada in connection with the closing of the Merger, and is the Vertex   
Series A preferred stock appointee to the Board. Mr. Pimentel has served as the 
Executive Vice President of Corporate Development of Vertex Nevada since the    
closing of the Merger. Mr. Pimentel served as the Chief Executive Officer of    
World Waste from the fourth quarter of 2005 and as a member of the World Waste  
board of directors since early 2004 until the effective date of the Merger.     
Previously, he worked with Cagan McAfee Capital Partners, responsible for       
portfolio company management, strategy and investment structuring in industries 
including energy and technology. Mr. Pimentel was one of the co-founders of     
Pacific Ethanol (NASDAQ: PEIX) where he served as a director from 2003 to 2005. 
He has also served on the boards of Particle Drilling (NASDAQ: PDRT) and        
Evolution Petroleum (Amex: EVO). Mr. Pimentel has also worked for Bain & Company
in its Private Equity Group, as well as that firm's general consulting practice.
Mr. Pimentel has extensive operating experience including service as Deputy     
Secretary for Transportation for the State of California where he oversaw a $4.5
billion budget and 28,000 employees. Mr. Pimentel has an MBA from Harvard       
Business School and a BA from the University of California, Berkeley.           

    DAN BORGEN - DIRECTOR (Age 48): Mr. Borgen was appointed a director of
Vertex Nevada in June 2008. Mr. Borgen currently serves as Chairman, Chief      
Executive Officer and President of U.S. Development Group LLC ("USD"), where he 
has worked since May 1995. In his current role, Mr. Borgen guides all senior    
aspects of USD's corporate activities. USD is comprised of wholly owned         
subsidiaries that focus on industrial development, logistics, products          
terminaling, power corridors, financial services and gasification. In addition  
to his work with USD, Mr. Borgen has served as President of U.S. Right-of-Way   
Corporation since June 1993. Prior to this, Mr. Borgen worked for eleven years  
as an investment banker serving as Merger & Acquisition Director, Portfolio     
Manager and as a member of the Executive Committee for strategic planning and   
development. His activities were focused on manufacturing, food service, oil and
gas exploration/production, telecommunications, banking and Western European    
finance. In his capacity as an investment banker, Mr. Borgen served as Vice     
President of The Oxford Group from July 1990 to June 1993, Vice                 
President/Principal of The Paramount Companies from July 1985 to April 1990 and 
Manager - Investor Relations of Invoil Inc. from April 1982 to June 1985.       

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 DAVID L. PHILLIPS - DIRECTOR (Age 52): Mr. Phillips was appointed a
director of Vertex Nevada in June 2008. Mr. Phillips is currently the Managing  
Partner of Bilateral Initiatives LLP, an international business-to-business     
consulting firm specializing in providing key strategic expansion and corporate 
growth advice to the chairman and chief executive level members of various      
firms. Mr. Phillips is also Managing Partner of Phillips International Law Group
PLLC, a worldwide recognized international law firm specializing in mergers,    
acquisitions, project development and EPC construction work with a focus on the 
international energy landscape in the oil, gas, chemical and power downstream   
sector and the alternative energy industry. Mr. Phillips' clients include       
worldwide energy companies, including several Middle East National Oil          
Companies. Prior to his founding of Bilateral Initiatives LLP and the Phillips  
International Law Group, Mr. Phillips was a Partner at the law firm of Jackson  
Walker LLP from May 2002 until May 2008 and chaired several of the firm's       
practice areas over that period. Prior to working at Jackson Walker LLP, from   
May 1995 to May 2002 Mr. Phillips served as a chief executive officer in the    
former KeySpan Energy Corporation, a $14 billion public energy conglomerate     
based in New York City, and as a member of the board of directors of certain    
KeySpan subsidiaries. From June 1991 to May 1995, Mr. Phillips served as a chief
executive officer in Equitable Resources, Inc. a $6 billion public gas utility  
holding company based in Pittsburgh, Pennsylvania, and as a member of the board 
of directors of certain Equitable subsidiaries. Mr. Phillips also served as the 
General Counsel to Eastex Energy Inc., a public midstream energy company, from  
June 1985 to May 1991, which was later acquired by El Paso Energy and ultimately
Enterprise Products LP.                                                         

       INGRAM LEE - DIRECTOR AND TREASURER (Age 48): Mr. Lee has been a director
and treasurer of Vertex Nevada since its inception in May 2008. Since May 1993, 
he has worked at PTI, Incorporated ("PTI") where he currently serves as the     
President. In his current role with PTI, Mr. Lee is responsible for overseeing  
trading, purchasing, blending, training and sales of both residual and          
distillate petroleum products. Prior to joining PTI, Mr. Lee was a Trading      
Manager at Coastal Corporation (currently El Paso Corporation) from 1988 to     
1993, responsible for the trading of over 20 million barrels per year of heavy  
oil and distillate products in and out of South America, Mexico and the         
Caribbean. From 1985 to 1988, Mr. Lee was an Operations/Blending Manager for    
Challenger Petroleum USA, Inc. Prior to this, he worked as a field manager for  
Torco Oil Company from 1982 to 1985 and a petroleum dispatcher and laboratory   
coordinator for E.W. Saybolt Petroleum Inspection Company from 1979 to 1982. Mr.
Lee has been involved in aspects of the petroleum products trading industry for 
28 years, from purchasing and sales to operations and transportation.           

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In addition to his current roles at Bilateral Initiatives LLP and 
Phillips International Law Group PLLC, Mr. Phillips is the Chairman of the Board
of Directors and the Executive Board of Advisors, Ambassadors, Ministers &      
Former US Cabinet Secretaries of the Bilateral US Arab Chamber of Commerce      
(BUSACC).                                                                       

      Mr. Phillips received his bachelor's degree from the University of Texas
in August 1984 and his Juris Doctor from the South Texas College of Law in      
August 1988. Mr. Phillips is a member of State Bar of Texas, International Bar  
Association, American Bar Association, and the Houston Bar Association; he is   
also a member of the Oil, Gas & Energy Law Section, the Business Law Section,   
and the Corporate Counsel Section of the State Bar of Texas and Houston Bar     
Association. Additionally, he is a member of the Natural Resources, Energy and  
Environmental Law Section of the American Bar Association & International Bar   
Association.                                                                    

     CHRIS CARLSON - SECRETARY (Age 36): Mr. Carlson has served as Secretary
of Vertex Nevada since inception. Mr. Carlson brings a range of experience to   
his role as the Vice President for Vertex LP. Mr. Carlson oversees all risk     
management, investments, e-commerce applications, and day-to-day financial      
accounting of Vertex LP and its subsidiaries. Mr. Carlson worked for FuelQuest, 
Inc. before joining Vertex LP in 2001. There he worked as a Project Lead        
managing implementations of e-commerce services for new customers. In addition, 
he also planned and developed testing requirements for e-commerce applications. 
Mr. Carlson was with Pagenet, a wireless communications company prior to        
FuelQuest, Inc. where he worked as a Strategic Account Supervisor. Mr. Carlson  
earned his BS degree in Business Finance from the University of Houston.        

     MATTHEW LIEB - CHIEF OPERATING OFFICER (Age 36): Mr. Lieb has served as
the Chief Operating Officer of Vertex Nevada since the closing of the Merger.   
Mr. Lieb previously served as World Waste's Chief Operating Officer from May    
2007 until the effective date of the Merger. Since 1999, Mr. Lieb has served as 
Chairman of the Board and Chief Executive Officer of Kingsley Management LLC, a 
company he founded that acquires and operates car wash facilities. From January 
2007 to May 15, 2007, Mr. Lieb provided World Waste with consulting services at 
a fee of $3,500 per month plus an expense reimbursement. Mr. Lieb holds a BS in 
Finance from Georgetown University and an MBA from Harvard Business School.     

ITEM 5.03      AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE        
IN FISCAL YEAR.                                   

On April 1, 2009, Vertex Nevada filed an Amended and Restated 
Certificate of Designation of Rights, Preferences and Privileges of its Series A
Convertible Preferred Stock (the "AMENDED CERTIFICATE"). The Amended Certificate
became effective as of April 1, 2009. The Amended Certificate added the         
following provisions, which serve to clarify the process pursuant to which a    
Series A Director is nominated:                                                 

        "In the event any Series A Director elected by the holders of Series A
Preferred Stock pursuant to Section 4.2 hereof is removed, resigns, fails to    
stand for re-election or otherwise ceases to serve as a Director of the Company 
(each a "NOTIFICATION EVENT"), the Company shall provide each Holder notice of  
such Notification Event within ten (10) business days of the occurrence of such 
Notification Event (the "SERIES A NOTICE"). Each holder shall have a period of  
thirty (30) days from the date of the Company's mailing of such Series A Notice 
(the "SERIES A NOTICE PERIOD") to provide the Company written notice of such    
Holder's nominee to fill the vacancy of the former Series A Director (each a    
"SERIES A NOMINEE"). After the expiration of the Series A Notice Period, the    
Secretary of the Company shall total the Series A Nominee votes cast by the     
Holders, and the three (3) Series A Nominee's receiving the highest total       
percentage vote for nomination of the outstanding Series A Preferred Stock,     
shall appear on any ballot delivered by the Company for the vote of the Series A
Preferred Stock Holders of such replacement Series A Director (a "REPLACEMENT   
DIRECTOR VOTE"). The Replacement Director Vote shall be held as soon as         
practicable after the end of the Series A Notice Period."                       

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      The foregoing description of the Amended Certificate is not complete
and is qualified in its entirety by reference to the Amended Certificate which  
is attached hereto as Exhibit 3.1 and is incorporated herein by reference.      

   Vertex Nevada is in the process of withdrawing its Certificate of
Designation of Rights, Preferences and Privileges of its Series B Convertible   
Preferred Stock (the "AMENDED B CERTIFICATE").                                  

ITEM 8.01     OTHER EVENTS                                                      

       World Waste's common stock has been registered as a class pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Act"). As
a result of the Merger, Vertex Nevada has become the successor registrant under 
Section 12(g) pursuant to SEC Rule 12g-3. World Waste will be filing a Form 15  
with the SEC pursuant to Rule 12g-4 requesting deregistration of World Waste's  
common stock effective immediately. A copy of the Form 15 will be filed after   
the filing of this Report.                                                      

Vertex Nevada plans to file a Form 8-K describing the business
operations and financial condition of Vertex Nevada including risk factors and  
financial statements within the next 71 days. Until that time, investors are    
encouraged to review World Waste's Schedule 14A Definitive Proxy Statement filed
with the SEC on February 6, 2009, for additional information regarding Vertex   
Nevada, its business and control persons.                                       

FORWARD-LOOKING STATEMENTS                                    

      This Current Report on Form 8-K contains forward-looking statements.
Investors are cautioned that forward-looking statements inherently involve risks
and uncertainties that could cause actual results to differ materially from     
those contemplated in the forward-looking statements. Such risks include, but   
are not limited to, the risks and uncertainties outlined in World Waste's       
documents filed with the SEC. All forward-looking statements and other          
information in this Current Report on Form 8-K are based upon information       
available as of the date of this Report. Such information may change or become  
invalid after the date of this Current Report, and, by making these             
forward-looking statements, Vertex Nevada undertakes no obligation to update    
these statements after the date of this Current Report, except as required by   
law.                                                                            

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS                                 

     The financial statements required by this Item shall be filed in an
amendment to this Current Report on Form 8-K within 71 calendar days after the  
date of this Report.                                                            

EXHIBIT NO.                        DESCRIPTION              
         -----------      ----------------------------------------------------

        2.1          Amendment No. 5, dated as of March 31, 2009, to
                          Amended and Restated Agreement and Plan of Merger by
                      and among World Waste Technologies, Inc., Vertex
                           Holdings, L.P. (formerly Vertex Energy, L.P.), Vertex
                          Energy, Inc., Vertex Merger Sub, LLC and Benjamin P.
Cowart.                   

           3.1          Amended and Restated Certificate of Designation of
                          Rights, Preferences and Privileges of Vertex Nevada,
                  Inc.'s Series A Convertible Preferred Stock.

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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.                                          

                                   VERTEX ENERGY, INC.

Date: April 8, 2009                             By:  /s/ Benjamin P. Cowart     
                                                  ------------------------
                                            Benjamin P. Cowart
                                                 Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

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