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): November 2,
2010
______________________
SES
Solar Inc.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
000-49891
|
33-0860242
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
chemin
du Champ-des-Filles 36, Plan-les-Ouates
Geneva,
Switzerland
|
1228
|
|
(Address
of principal executive offices)
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(Zip
Code)
|
______________________
Registrant’s
telephone number, including area code: 41.22.884.1484
______________________
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))
|
Changes
in Control of Registrant.
|
On
November 2, 2010, Christiane Erné entered into an agreement with Flannel
Management sarl (“Flannel
Management”) whereby Christiane Erné sold to Flannel Management
34,766,508 shares of common stock, par value $0.001 per share (“Common
Stock”), of SES Solar Inc. (the “Company”)
in exchange for 600,000 Swiss francs (the “Stock Sale
Agreement”). Pursuant to the terms of the Stock Sale
Agreement, Flannel Management paid 500,000 Swiss francs on November 2, 2010, and
covenanted to pay the remaining 100,000 Swiss francs by November 10,
2010. Following the consummation of the transactions contemplated by
the Stock Sale Agreement, the 34,766,508 shares of Common Stock owned by Flannel
Management represent approximately 47.6% of the 72,984,168 shares of Common
Stock issued and outstanding as of November 2, 2010. Sandrine
Crisafulli, the chief financial officer and chief operating officer of the
Company, is the sole shareholder and managing officer of Flannel
Management.
|
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(b) In
connection with the Stock Sale Agreement, Daniel Erné resigned from his position
as a director of the Company and from his position as administrator of SES
Société d’Energie Solaire S.A., a subsidiary of the Company (“SES
Switzerland”), effective as of November 2, 2010. Also in
connection with the Stock Sale Agreement, Christiane Erné resigned from her
position as the chief executive officer of the Company effective as of November
2, 2010.
(c) On
November 2, 2010, the board of directors of the Company appointed Philippe
Crisafulli, 55, to serve as the Company’s new chief executive
officer. Philippe Crisafulli will serve as chief executive officer of
the Company until removed by the board of directors or until his successor is
elected and qualified. Philippe Crisafulli is the husband of Sandrine
Crisafulli, the chief financial officer and chief operating officer of the
Company and the sole shareholder and managing officer of Flannel
Management. During the past five years, Philippe Crisafulli has been
employed by Flannel Management and has provided consulting services to the
Company as discussed below. SES Switzerland has a consulting
agreement with Flannel Management, dated October 1, 2006, pursuant to which
Flannel Management receives a monthly consulting fee of approximately $18,500
for consulting services rendered by Philippe Crisafulli. The contract
is for a guaranteed 10-year term and, if earlier terminated, SES Switzerland
must pay the consulting fee for the full term.
(d) On
November 2, 2010, the board of directors of the Company elected Philippe
Crisafulli to fill the vacancy on the board of directors created by the
resignation of Daniel Erné. Philippe Crisafulli shall serve
as director for the unexpired term of Daniel Erné until his
successor is elected and qualified. The discussion above regarding Philippe
Crisafulli and his relationship to Flannel Management is incorporated herein by
reference.
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.
Dated: November
8, 2010
| SES SOLAR INC. | |||
|
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By:
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/s/ Sandrine Crisafulli | |
| Sandrine Crisafulli | |||
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Chief
Financial Officer and Chief Operating Officer
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