Attached files
| file | filename |
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| EX-10.2 - Vu1 CORP | v170055_ex10-2.htm |
| EX-10.1 - Vu1 CORP | v170055_ex10-1.htm |
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): December 2, 2009
Vu1
CORPORATION
(Exact
Name of Registrant as specified in its charter)
California
(State
or other jurisdiction of incorporation)
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000-21864
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84-0672714
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(Commissioner
File Number)
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(IRS
Employer Identification No.)
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557 Roy Street Suite 125
Seattle, WA 98109
(Address
of principal executive offices)
(888)
985-8881
(Registrant’s
telephone number)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act of (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
December 2, 2009 Sendio s.r.o. (“Sendio”), a wholly owned subsidiary of Vu1
Corporation (“Vu1”), executed a new lease agreement (the “New Lease Agreement”)
for its existing office and manufacturing facilities in the Czech
Republic.
As
previously disclosed, effective December 9, 2008 and amended March 3, 2009,
Sendio entered into a purchase agreement (the “Purchase Agreement”) with Milan
Gottwald (“Gottwald”), an individual, for certain land and buildings
(principally office and manufacturing facilities) located in the city of Olomouc
in the Czech Republic that Sendio rented from Gottwald pursuant to the prior
lease agreement (the “Prior Lease Agreement”) entered into on May 28, 2008 and
which terminated by its terms on June 30, 2009. Sendio and Gottwald
agreed to a one month extensions of the Prior Lease Agreement pursuant to
negotiations and Sendio paid CZK 722,556 for rent payments and CZK 645,834 for
escrow payments related to the building purchase for the each of the five months
of July to November, 2009.
The New
Lease Agreement commenced on December 1, 2009 and specifies annual rent of CZK
13,365,000 plus applicable VAT taxes (CZK 1,113,750 per month), less amounts
paid by existing tenants in the building. The present rent is CZK
719,556 per month after offset of the amounts paid by existing tenants and will
increase should the existing tenants vacate the premises by the amount paid by
the vacating tenant. The New Lease Agreement expires on June 30,
2011. Sendio is responsible for utilities, maintenance and certain other costs
as defined in the lease.
In
addition on December 2, 2009 Sendio executed an amendment to the purchase
agreement (“Amendment No. 2”) for the facilities. Under Amendment No.
2, Sendio agreed to payments of the remaining purchase price of CZK 170,770,830
as follows:
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·
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Payment
of CZK 2,167,668 to Gottwald’s escrow account related to the purchase of
the building. This payment was made by
Sendio.
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·
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Payments
totaling CZK 12,270,846 payable in 19 monthly installments beginning
December 1, 2009 of CZK 645,834 through June 30, 2011 into the escrow
account. The first installment of 645,834 was made by Sendio in
December 2009. If any required installment is not made timely
as defined in the agreement, Gottwald is entitled to claim a contractual
fine of 60% per year on the past-due
amount.
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·
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Payment
of the remaining purchase price of CZK 156,332,316 into the escrow account
on or prior to June 30, 2011. If any required installment is
not made timely as defined in the agreement, Gottwald is entitled to claim
a contractual fine of 36% per year on the past-due
amount.
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Amendment
No. 2 also specifies that Gottwald has the right to withdraw from the purchase
agreement and impose contractual fines in the aggregate amount of up to CZK
26,000,000 in the event that Sendio does not make any installment payment
timely. Gottwald has the right to collect these from amounts
deposited in escrow.
Under the
Amendment No. 2, Gottwald specifically waived any claims for contractual
penalties, damages or other costs arising out of any defaults by Sendio under
the purchase agreement occurring prior to November 30, 2009. However,
in the event of future breaches or claims under the purchase agreement by
Sendio, Amendment No. 2 provides that Gottwald may be able to claim contractual
penalties of CZK 17,500,000 for defaults prior to June 30, 2009.
Vu1
Corporation has previously guaranteed payment by Sendio of up to a maximum of
CZK 13,500,000 under the purchase agreement.
This
summary of terms of the Lease Agreement and Amendment No. 2 is qualified in its
entirety to Exhibits 10.1 and 10.2 attached to this Form
8-K.
ITEM
9.01 FINANCIAL STATEMENTS
AND EXHIBITS.
(d) Exhibits:
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Exhibit Number
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Description
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10.1
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Tenancy
Agreement between Sendio s.r.o. and Milan Gottwald, dated December 2,
2009
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10.2
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Amendment
No. 2 to the Purchase Agreement dated November 25, 2008 dated December 2,
2009 between Sendio s.r.o. and Milan
Gottwald
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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.
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Vu1
Corporation
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Date:
December 28, 2009
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By:
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/s/
Matthew DeVries
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Matthew
DeVries
Chief
Financial Officer
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