Attached files
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EX-99.1 - SUNEDISON, INC. | v189637_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): July 1, 2010
MEMC
Electronic Materials, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or other jurisdiction of
Incorporation)
|
1-13828
(Commission
File Number)
|
56-1505767
(I.R.S.
Employer
Identification
Number)
|
501
Pearl Drive (City of O’Fallon)
St.
Peters, Missouri
(Address
of principal executive offices)
|
63376
(Zip
Code)
|
(636)
474-5000 (636)
474-5000
(Registrant’s
telephone number, including area code)
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
provision (see General Instruction A.2 below):
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
2.01. Completion of Acquisition or Disposition of
Assets.
On July
1, 2010, MEMC Electronic Materials, Inc., a Delaware corporation (“MEMC” or the
“Company”) consummated the transactions contemplated by the Agreement and Plan
of Merger (the “Merger Agreement”) with Solaicx, a California corporation
(“Solaicx”), Shareholder Representative Services LLC, as the Representative of
the securityholders of Solaicx, and Oscar Acquisition Sub, Inc., a California
corporation and wholly owned subsidiary of the Company (“Acquisition
Subsidiary”). As a result, Acquisition Subsidiary was merged with and into
Solaicx (the “Merger”), with Solaicx as the surviving company and a wholly owned
subsidiary of the Company.
As
previously disclosed in the Form 8-K the Company filed on May 24, 2010, the
initial merger consideration was $66 million paid in cash, plus approximately
$10 million which represented monies recently invested in Solaicx by
its existing securityholders. The Company used cash on hand to pay the initial
merger consideration.
Also as previously disclosed, a
total of up to $27.6 million, payable in a combination of cash and shares of the
Company’s
common stock, may be paid based on Solaicx achieving certain earnout targets
through December 3, 2011.
At the
closing of the Merger, MEMC also issued restricted stock units to Solaicx
employees valued at up to $2.358 million that will vest over a period of time
ranging from one to three years (if earned pursuant to the achievement of the
earnout targets in the Merger Agreement).
The
foregoing description of the closing of the transactions contemplated by the
Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement, which will be
filed in accordance with SEC rules.
A copy of
the press release announcing the closing of the Solaicx acquisition is filed
herewith as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(a)
|
Financial
Statements of Business
Acquired.
|
As
permitted by Item 9.01(a)(4) of Form 8-K, the Company will file any required
financial statements required by Item 9.01(a)(1) of Form 8-K pursuant to an
amendment to this Current Report not later than seventy-one (71) calendar days
after the date this Current Report must be filed.
(b)
|
Pro
Forma Financial Information.
|
As
permitted by Item 9.01(b)(2) of Form 8-K, the Company will file any required pro
forma financial information required by Item 9.01(b)(1) of Form 8-K pursuant to
an amendment to this Current Report not later than seventy-one (71) calendar
days after the date this Current Report must be filed.
(d)
|
Exhibits.
|
Exhibit
No.
|
Item |
99.1
|
Press release dated July 2, 2010. |
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 thereunto
duly authorized.
MEMC
ELECTRONIC MATERIALS, INC.
|
||
Date: July
2, 2010
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By:
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/s/
Bradley D. Kohn
|
Name: Bradley
D. Kohn
Title: Senior
Vice President – Legal and Business
Development
|
Exhibit
Index
Number
|
Item
|
99.1
|
Press
release dated July 2, 2010.
|