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): March 14, 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 First Avenue, Suite 290
Denver, Colorado, USA 80206
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(Address of principal executive offices) (Zip Code)
(303) 293-2992
(Registrant's telephone number,
including area code)
not applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
KFx Inc. ("KFx") and Kennecott Alternative Fuels, Inc. ("Kennecott") signed a
non-binding letter of intent with respect to a potential transaction under
which Kennecott will transfer to KFx all of Kennecott's membership interest in
K-Fuel, L.L.C. and the full ownership of certain related technology developed
by Kennecott, in consideration for which KFx will transfer to Kennecott
preferred and common stock in KFx's majority-owned subsidiary, Pegasus
Technology, Inc. ("Pegasus"), with an equivalent value of $8 million, at a
value per share to be agreed upon by KFx and Kennecott, provided that such
equivalent value shall result in the acquisition by Kennecott of a majority
interest in, and control of, Pegasus. K-Fuel, L.L.C. is 51% owned by KFx and
49% owned by Kennecott. At December 31, 2002, the ownership, on an
as-converted basis, of Pegasus was KFx - 65.7%, Kennecott - 20.3% and Pegasus
management - 14.0%.
The contemplated transaction is subject to due diligence, negotiation of and
agreement on definitive documentation, to board approval by Kennecott, by its
parent company, and by KFx, and to other conditions. In the absence of
unanticipated delay, such a transaction could be completed in the second or
third quarter of 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 hereunto duly authorized.
KFX INC.
By: /s/ Jerry A. Mitchell
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Jerry A. Mitchell
Vice President of Finance
Dated: March 28, 2003