Attached files
| file | filename |
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| EX-10.118 - Hoku Corp | v176433_ex10-118.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): March 1, 2010
|
HOKU
SCIENTIFIC, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
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000-51458
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99-0351487
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
|
|
of
incorporation)
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1288
Ala Moana Blvd, Suite 220
Honolulu,
Hawaii
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96814
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (808)
682-7800
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Not
Applicable
|
|
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
Amendment
No. 4 to Second Amended and Restated Supply Agreement with Solarfun Power Hong
Kong Limited
On May
13, 2008, Hoku Materials, Inc., a wholly owned subsidiary of Hoku Scientific,
Inc., and Solarfun Power Hong Kong Limited, or Solarfun, a subsidiary of
Solarfun Power Holdings Co., Ltd., entered into a Second Amended and Restated
Supply Agreement, pursuant to which we have agreed to sell to Solarfun, and
Solarfun has agreed to purchase from us, specified quantities of polysilicon
over a ten-year period. On October 22, 2008, we entered into
Amendment No.1 to Second Amended and Restated Supply Agreement with Solarfun, or
Amendment No. 1; on March 26, 2009, we entered into Amendment No. 2 to Second
Amended and Restated Supply Agreement with Solarfun, or Amendment No. 2; and on
November 15, 2009, we entered into Amendment No. 3 to Second Amended and
Restated Supply Agreement with Solarfun, or Amendment No. 3, collectively the
Supply Agreement. Pursuant to the Supply Agreement, Solarfun has paid to us $45
million as a prepayment for future polysilicon product deliveries, and is
obligated to pay us an additional $10 million in prepayments.
On March
1, 2010, we entered into Amendment No. 4 to Second Amended and Restated Supply
Agreement with Solarfun, or Amendment No. 4, which became effective when
Solarfun paid us $4 million of the $10 million prepayment
balance. Under Amendment No. 4, we agreed that Solarfun could pay us
the remaining deposit, or fourth deposit, of $6 million, as follows: the first
$1.5 million to be paid to Hoku on the date of the first shipment from our
plant; another $1.5 million to be paid one month after the date of the first
shipment; and the remaining $3 million to be paid to Hoku three months after the
date of the first shipment.
Further,
under Amendment No. 4, we are to use commercially reasonable efforts to make our
first shipment to Solarfun on or before July 1, 2010, and to provide a purchase
price adjustment if after September 30, 2010, we do not supply any product
within a certain number of days after the scheduled delivery
date. Provided that the first delivery occurs on or before December
31, 2010, the term of the Supply Agreement will remain in force for eleven
years, instead of ten years as originally contemplated under the Supply
Agreement. Amendment No. 4 also provides for a reduction in price
during the first two years of the agreement, to be offset by the extension of
the contract’s term, such that our aggregate revenues from the sale of
polysilicon to Solarfun will effectively remain unchanged. The price
adjustment for the second year is contingent on Solarfun’s timely payment of the
fourth deposit to us. Solarfun retains the right to terminate the
Supply Agreement if we have not commenced shipments by December 31,
2010.
Amendment
No. 4 to Second Amended and Restated Supply Agreement will be filed with our
Annual Report on Form 10-K for the fiscal year ended March 31,
2010.
Item
1.01 Entry into a Material Definitive Agreement.
On March
1, 2010, Hoku Scientific, Inc. (the “Company”) entered into a Consulting
Agreement (the “Consulting Agreement”) with its Chairman of the Board of
Directors, President and Chief Executive Officer, Dustin M.
Shindo. The Consulting Agreement takes effect on April 1, 2010 and
shall terminate on March 31, 2011.
2
The
Consulting Agreement provides that Mr. Shindo will act as a consultant to the
Company to advise on certain strategic and other matters, as requested by the
Company. As compensation for Mr. Shindo’s consulting services, Mr.
Shindo will receive the following: (A) during each of the first six
months of Mr. Shindo's continuous service under the Consulting Agreement, a
monthly retainer equal to $40,000 plus the Hawaii general exercise tax
applicable to such retainer; (B) during each of the seventh through twelfth
month of Mr. Shindo's continuous services under the Consulting Agreement, a
monthly retainer equal to $10,000 plus the Hawaii general exercise tax
applicable to such retainer; and (C) all restricted stock awards previously
granted to Mr. Shindo during the term of his continuous service as an employee
of the Company, which remained outstanding as of March 31, 2010, shall continue
to vest in accordance with their terms as long as Mr. Shindo continues to
provide services to the Company pursuant to the Consulting
Agreement. In addition, the Company shall reimburse Mr. Shindo for up
to $2,000 per month in out-of-pocket travel and other expenses incurred by Mr.
Shindo in performing the services contemplated by the Consulting
Agreement.
The
description contained in this Current Report on Form 8-K of the Consulting
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Consulting Agreement, which is attached as
Exhibit 10.118 to this Current Report on Form 8-K and is incorporated in this
report by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The
disclosure under Item 1.01 of this Current Report on Form 8-K relating to the
Consulting Agreement is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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10.118
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Consulting
Agreement, dated as of March 1, 2010, between Dustin M. Shindo and Hoku
Scientific, Inc.
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3
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.
Date:
March 5, 2010
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HOKU
SCIENTIFIC, INC.
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By:
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/s/ Dustin M. Shindo
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Dustin
M. Shindo
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Chairman
of the Board of Directors/Director
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President
and Chief Executive Officer
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4
EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.118
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Consulting
Agreement, dated as of March 1, 2010, between Dustin M. Shindo and Hoku
Scientific, Inc.
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5