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): December 14, 2010
ENERGY CONVERSION DEVICES,
INC.
(Exact name of registrant as
specified in its charter)
| Delaware | 1-8403 | 38-1749884 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2956 Waterview Drive,
Rochester Hills, MI |
48309 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (248) 293-0440
| (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 3.02 | Unregistered Sales of Equity Securities |
On December 17, 2010, Energy Conversion Devices, Inc. (the “Company”) entered into an exchange agreement with a holder of the Company’s 3.00% Convertible Senior Notes due 2013 (the “Notes”) whereby the Company agreed to exchange an aggregate principal amount of up to $14.5 million held by the holder of the Notes for up to 2.386 million shares of the Company’s common stock, with the amount of stock and the amount of the Notes to be exchanged to be determined based on a formula agreed to with the Company. Under the formula, it is possible the Company may not exchange any stock for the Notes.
The Company may, from time to time, conduct exchanges for additional Notes. Each of the exchanges is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On December 14, 2010, the Company held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 49,836,031 outstanding shares of common stock entitled to be voted at the meeting, approximately 40,368,567 shares were present in person or by proxy. At the Annual Meeting, stockholders voted to (1) elect each of the seven (7) nominees for director; (2) ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending June 30, 2011; (3) approve the Company’s 2010 Omnibus Incentive Compensation Plan; and (4) approve an amendment to the Company’s Restated Certificate of Incorporation that would increase the number of shares of common stock that are authorized for issuance from 100,000,000 to 150,000,000.
The Company’s inspector of election certified the following vote tabulations:
|
(1)
|
Board of Directors: There were 22,843,871 broker non-votes with respect to this proposal. |
| Director Nominee | For | Withheld | ||||||
| Joseph A. Avila | 16,078,774 | 1,445,922 | ||||||
| Alan E. Barton | 16,089,478 | 1,435,218 | ||||||
| Robert I. Frey | 15,961,005 | 1,563,691 | ||||||
| William J. Ketelhut | 16,086,546 | 1,438,150 | ||||||
| Mark D. Morelli | 16,076,861 | 1,447,835 | ||||||
| Stephen Rabinowitz | 15,963,296 | 1,561,400 | ||||||
| George A. Schreiber, Jr. | 15,972,849 | 1,551,847 | ||||||
|
(2)
|
The ratification of Independent Registered Public Accountants. There were no broker non-votes with respect to this proposal. |
| For | Against | Withheld | ||||||
| 38,233,444 | 1,835,651 | 299,472 | ||||||
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|
(3)
|
The 2010 Omnibus Incentive Compensation Plan. There were 22,843,871 broker non-votes with respect to this proposal. |
| For | Against | Withheld | ||||||
| 13,455,559 | 3,534,235 | 534,902 | ||||||
|
(4)
|
The amendment to the Company’s Restated Certificate of Incorporation increasing the number of shares of common stock that are authorized for issuance from 100,000,000 to 150,000,000. There were no broker non-votes with respect to this proposal. |
| For | Against | Withheld | ||||||
| 30,380,719 | 9,713,667 | 274,181 | ||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ENERGY CONVERSION DEVICES, INC.
| By: | /s/Jay B. Knoll | |
|
|
||
|
|
Jay B. Knoll Executive Vice President |
Date: December 17, 2010
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