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: March 10, 2003
KFX INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-23634 84-1079971
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(State or other jurisdiction of Commission File Number IRS Employer
incorporation or organization) Identification Number
3300 East 1st Avenue, Suite 290
Denver, Colorado, USA 80206
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(Address of principal executive offices) (Zip Code)
(303) 293-2992
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(Registrant's telephone number,
including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. Changes in Registrant's Certifying Accountant
As previously disclosed, the Audit Committee of the Board of Directors of KFx
Inc. ("KFx") and the Board of Directors of KFx approved the selection of
Deloitte & Touche LLP as the new independent accountants for KFx. Deloitte &
Touche LLP has accepted this engagement.
ITEM 5. Other Events.
As described in the KFx press release dated March 11, 2003, KFx received
$15.0 million through a private placement of common stock and warrants,
completed on March 10, 2003, from a group of investors. This private placement
was made pursuant to a Common Stock and Warrant Purchase Agreement (the
"Purchase Agreement") dated March 4, 2003. Pursuant to the Purchase Agreement,
the proceeds from the sale of the shares of common stock shall be used for
general corporate purposes and to partially fund KFx's development of and
investment in a K-Fuel production facility to be constructed in accordance
with agreements between KFx, Kennecott Alternative Fuels, Inc., and K-Fuel,
LLC.
The terms of the private placement included the sale of 6.0 million shares of
common stock at $2.50 per share and warrants to purchase 1.2 million shares of
common stock at a purchase price of $2.75 per common share, subject to
adjustment. Pursuant to the Registration Rights Agreement dated March 4, 2003,
KFx agreed with the investors to file a registration statement with the
Securities and Exchange Commission to register all of the common stock and
warrants issued as part of this financing. If KFx does not file this
registration statement within five business days after filing its Form 10-K
for the year ended December 31, 2002, or if the registration statement is not
declared effective by the Securities and Exchange Commission within 120 days
of the Closing then KFx must issue to each investor an additional warrant to
acquire the number of shares of common stock equal to 2% of the number of
shares of common stock issued to the investor pursuant to the Purchase
Agreement. Thereafter, KFx must continue to issue additional warrants at the
end of each subsequent 30-day period if the registration statement remains
unfiled. These new warrants will have the same terms and conditions as the
original warrant issued to the investors. In the event the registration
statement has not been declared effective within 120 days of the Closing, KFx
shall issue additional warrants to purchase shares of common stock equal to 2%
of the number of shares of common stock issued to the investor pursuant to the
Purchase Agreement for each 30-day period for which the registration statement
has not been declared effective.
ITEM 7. Financial Statements and Exhibits
10.1 Common Stock and Warrant Purchase Agreement
between KFx Inc. and the Investors dated March 4,
2003.
99.1 Press Release dated March 11, 2003.
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.
KFx Inc.
(Registrant)
By: /s/ Jerry A. Mitchell
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Jerry A. Mitchell
Vice President of Finance
Date: March 11, 2003