Attached files
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EX-10.1 - EX-10.1 - EVERGREEN SOLAR INC | b82667exv10w1.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment
No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 23, 2010
Date of Report (date of earliest event reported)
Date of Report (date of earliest event reported)
EVERGREEN SOLAR, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 000-31687 | 04-3242254 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
138 Bartlett Street
Marlboro, Massachusetts 01752
(Address of principal executive offices)
Marlboro, Massachusetts 01752
(Address of principal executive offices)
(508) 357-2221
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
(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))
Explanatory Notes
This
Current Report on Form 8-K/A is being filed as an
amendment to the Current Report on Form 8-K for March 23,
2010, which was filed by Evergreen Solar, Inc. (the
Registrant) with the Securities and Exchange Commission
(the Commission) on March 29, 2010.
The
sole purpose of this filing is to file with the Commission a revised
version of Exhibit 10.1, which was modified at the request of
the Commission to comply with the requirements of Rule 24b-2
promulgated by the Commission under the Exchange Act.
This Current Report on Form 8-K
filed by the Registrant contains
forward-looking statements made pursuant to the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934. These statements are based on managements current expectations or
beliefs. Such forward-looking statements include, but are not limited to, those related to the sale
of Sovello AG, the likely insolvency of Sovello if the sale is not completed and the Registrants
future sales and revenue. These statements are neither promises nor guarantees, and involve risks
and uncertainties that could cause actual results to differ materially from such forward-looking
statements, including risks associated with uncertainties related to the sale of Sovello, future
sales of product and revenue and other risks and uncertainties identified in the Registrants
filings with the Securities and Exchange Commission. The Registrant disclaims any obligation to
update or revise such statements for any reason.
Item 1.01 Entry into a Material Definitive Agreement.
Sale of Sovello AG
On March 23, 2010, the Registrant and other shareholders of Sovello (Q-Cells SE and Renewable
Energy Corporation ASA) entered into a Share Purchase Agreement with Rolling Hills S.à.r.l, an
affiliate of Ventizz Capital Fund IV, L.P (Ventizz), agreeing to sell all of the outstanding
shares of Sovello to Ventizz. The sale of the shares to Ventizz is subject to a number of closing
conditions, including the negotiation of a new license agreement between the Registrant and Ventizz
for the license of the Registrants Gemini and Quad wafer manufacturing technology which we
understand will continue to be used by Sovello following the consummation of the sale, and
Ventizzs receipt of financing. The license agreement will replace the Registrants existing
license agreements with Sovello and define royalty payments due from Sovello for 2010 and future
years.
Pursuant
to the share purchase agreement, the Registrant will pay to Sovello (net of receipt
of remaining royalty payments and product payments for 2009) approximately EUR 2.7 million
(approximately $3.6 million at current exchange rates). In connection with the closing of the
sale, the Master Joint Venture Agreement among the shareholders and Sovello, dated November 5,
2008, will be terminated and the Registrant will satisfy its remaining obligations pursuant to the
Undertaking, dated October 6, 2008, it made to Sovellos banking syndicate. The sale pursuant to
the stock purchase agreement is expected to be completed during the second quarter of 2010. As
previously disclosed, if the sale is not consummated it is likely Sovello will become insolvent,
but the Registrants financial commitment in insolvency is expected to be similar to its financial
commitment if Sovello is sold.
Amendment of Supply Agreement with Ralos Vertriebs GmbH and Ralos Parent Payment Guarantee
On March 29, 2010, the Registrant and Ralos Vertriebs GmbH (Ralos) entered into an amendment
of the Master Supply Agreement dated as of May 21, 2008. The amendment suspends the purchase and
sale of all remaining committed volumes of product over the remaining four year term of the supply
agreement and establishes a payment plan for the
approximately nine million Euros due on products previously sold to Ralos. Both the Registrant and
Ralos have agreed future sales of products will be determined on a case by case basis rather than
in accordance with the original take or pay terms. Payment obligations of existing balances are
now secured by a guarantee from the parent company of Ralos, Ralos New Energies AG, and Ralos has
committed to provide certain security interests to the Registrant. The Registrant does not expect
the amendment to the Ralos supply agreement will result in any material impact on the Registrants
future product shipments or revenue.
The foregoing descriptions of the Ralos supply agreement amendment and Ralos New Energies
guarantee are qualified in their entirety by reference to the applicable documents, copies of which
will be filed as exhibits to the Registrants Quarterly Report on Form 10-Q for the quarter ending
April 3, 2010 as required.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
10.1
|
Share Purchase Agreement between Q-Cells SE and Renewable Energy Corporation ASA and the Registrant and Rolling Hills S.à.r.l dated March 22, 2010 |
Confidential treatment requested for certain portions of this exhibit
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.
EVERGREEN SOLAR, INC. |
||||
By: | /s/ Michael El-Hillow | |||
Michael El-Hillow | ||||
Chief Financial Officer and Secretary | ||||
Dated:
September 14, 2010