Attached files
| file | filename |
|---|---|
| EX-5.1 - LEGAL OPINION LETTER - VALENCE TECHNOLOGY INC | ex5-1.htm |
| EX-10.1 - COMMON STOCK PURCHASE AGREEMENT - VALENCE TECHNOLOGY INC | ex10-1.htm |
| EX-99.1 - PRESS RELEASE - VALENCE TECHNOLOGY INC | ex99-1.htm |
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
14,
2009
VALENCE
TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
0-20028
(Commission
File
Number)
|
77-0214673
(IRS
Employer
Identification
Number)
|
|
12303
Technology Boulevard, Suite 950
Austin,
Texas 78727
(Address
of principal executive offices)
|
||
|
(512)
527-2900
(Registrant’s
telephone number, including area
code)
|
||
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))
1
Item
1.01. Entry into a Material
Definitive Agreement.
On
October 14, 2009, Valence Technology, Inc., a Delaware corporation (the
“Company”), entered into a Common Stock Purchase Agreement (the “Agreement”)
with Seaside 88, LP, a Florida limited partnership (“Seaside”), relating to the
offering and sale (the “Offering”) of up to 16,900,000 shares (the “Shares”) of
the Company’s common stock, par value $0.001 per share (the “Common
Stock”). Subject to the limitations and qualifications set forth
therein, the Agreement requires the Company to issue and sell, and Seaside to
purchase, up to 650,000 shares of Common Stock once every two (2) weeks, subject
to the satisfaction of customary closing conditions, beginning on October 15,
2009 (the “Initial Closing”) and ending on or about the date that is fifty-two
(52) weeks subsequent to the Initial Closing. At the Initial Closing
and at each subsequent closing, on each 14th day thereafter, the offering price
of the Common Stock will equal 88% of the volume weighted average trading price
of the Common Stock for the ten consecutive trading days immediately preceding
each subsequent closing date. If, with respect to any subsequent
closing, the volume weighted average trading price of the Common Stock for the
three trading days immediately prior to such closing is below $1.00 per share,
then the particular subsequent closing will not occur and the aggregate number
of Shares to be purchased shall be reduced by 650,000 shares of Common
Stock.
The
Agreement provides that the Company may, at its sole discretion, upon thirty
days’ prior written notice to Seaside, terminate the Agreement after the fifth
subsequent closing (i.e., after six closings). The Agreement contains
representations and warranties and covenants for each party, which must be true
and have been performed at each closing. In addition, Seaside has
agreed not to engage in short sales of the Company’s Common Stock during the
term of the Agreement.
The
Company has agreed to indemnify and hold harmless Seaside against certain
liabilities in connection with the issuance and sale of the Shares under the
Agreement. Assuming a volume weighted average trading price of $1.45
per share, and an offering price of $1.45 per share at the initial closing, the
Company expects to raise approximately $947,770 at the initial closing, before
estimated offering expenses, from the sale of the Shares at such
closing. The amounts to be raised in subsequent closings are over the
term of the Agreement and not estimable as of the date of the
Report.
The
Offering is made pursuant to the Company’s shelf registration statement on Form
S-3 (File No. 333-148632), which was declared effective by the Securities and
Exchange Commission on January 22, 2008. The Company, pursuant to
Rule 424(b) under the Securities Act of 1933, will file with the Securities and
Exchange Commission a prospectus supplement relating to the
Offering.
On
October 15, 2009, the Company issued a press release announcing the
Agreement. A copy of the press release is attached hereto as Exhibit
99.1, and is incorporated herein by reference.
The
foregoing is only a summary of the material terms of the Agreement and does not
purport to be a complete description of the rights and obligations of the
parties thereunder. The foregoing description is qualified in its
entirety by reference to the Common Stock Purchase Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference. This Current Report on Form 8-K contains forward-looking
statements that involve risk and uncertainties, such as statements related to
the anticipated subsequent closings of the Offering and the amount of net
proceeds expected from the Offering. The risks and uncertainties
involved include the Company’s ability to satisfy certain conditions to closing
on a timely basis or at all, the substantial dilution to current stockholders as
a result of the purchase price discount offered to Seaside, and the market
overhang of shares available for sale that may develop as a result of the
subsequent resale by Seaside of the up to 16,900,000 shares it may purchase
under the Agreement, as well as other risks detailed from time to time in the
Company’s periodic filings with the Securities and Exchange Commission,
including its annual report on Form 10-K for the year ended March 31, 2009 and
its quarterly report on Form 10-Q for the quarter ended June 30,
2009.
2
Item
9.01. Financial Statements
and Exhibits.
(d) Exhibits
|
Exhibit
5.1
|
Opinion
of Andrews Kurth LLP
|
| Exhibit 10.1 | Common Stock Purchase Agreement dated October 14, 2009 by and between Valence Technology, Inc. and Seaside 88, LP |
| Exhibit 99.1 | Press release dated October 15, 2009 |
3
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.
| VALENCE TECHNOLOGY, INC. | |||
|
Dated: October
14, 2009
|
By:
|
/s/ Roger A. Williams | |
|
Roger
A. Williams
Vice
President, General Counsel and Assistant Secretary
|
|||
4
EXHIBIT
INDEX
|
Exhibit
5.1
|
Opinion
of Andrews
Kurth LLP
|
| Exhibit 10.1 | Common Stock Purchase Agreement dated October 14, 2009 by and between Valence Technology, Inc. and Seaside 88, LP |
| Exhibit 99.1 | Press release dated October 15, 2009 |
5