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EX-99.1 - EX-99.1 - EVERGREEN SOLAR INC | b84003exv99w1.htm |
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
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 30, 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:
þ 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 8.01.
Other events.
On December 29, 2010, Evergreen Solar, Inc. (the Company)
filed an amendment to its certificate of incorporation to implement
a 1-for-6 reverse split of the Companys outstanding common stock. The reverse split was
previously approved by the Companys stockholders at the annual meeting of stockholders on July 27,
2010. The reverse stock split of the Companys common stock will be effective at 12:01 a.m. Eastern
Standard Time, on Saturday, January 1, 2011. Due to the reverse stock split, the Companys common
stock will trade under a new CUSIP number, 30033R306, and will temporarily trade under the symbol
ESLRD for 20 trading days beginning January 3, 2011, after which time the symbol will revert to
ESLR. The reverse split will reduce the number of outstanding shares of the Companys common
stock from approximately 209 million shares to approximately 35 million shares. Proportional
adjustments will be made to conversion and exercise prices of the Companys outstanding convertible
debt, outstanding stock options and other equity incentive awards, and to the number of shares
issued and issuable under the Companys equity compensation plans.
The reverse stock split is being completed as part of the Companys comprehensive recapitalization
plan which is intended to align the Companys capital structure with its current business model and
to better position the Company for future growth as previously announced on December 6, 2010,
which, if fully executed, will:
| Substantially reduce the Companys outstanding indebtedness and annual interest expense; | ||
| Exchange a substantial portion of the Companys existing convertible debt for new debt with longer maturities and lower conversion prices; | ||
| Create a capital structure that should provide greater incentive to convertible debt holders to convert their notes into shares of the Companys common stock, which would further accomplish the Companys goal of substantially reducing outstanding debt; and | ||
| Enhance the Companys flexibility to manage its business by eliminating certain restrictive covenants and the security interests contained in existing debt instruments. |
Information for Stockholders
On the effective date of the reverse stock split, each six shares of issued and outstanding common
stock will be converted into one share of common stock. Registered holders of the Companys common
stock will receive a letter of transmittal shortly after the effective date with instructions for
exchanging their existing stock certificates for a statement representing the number of shares of
post-split Company common stock to which they are entitled. The Company will be issuing all of the
post-split shares through the paperless Direct Registration System (DRS), also known as book
entry form. American Stock Transfer and Trust Company will act as the exchange agent and can be
contacted at (877) 248-6417 or (718) 921-8317. Stockholders with shares in brokerage accounts will
have their accounts adjusted automatically, with no further action by them required.
No fractional shares will be issued as a result of the reverse stock split. Instead, stockholders
who otherwise would be entitled to receive a fractional share because they hold a number of shares
not evenly divisible by six, will receive an additional share of common stock because each
fractional share will be rounded up to the nearest whole share.
More information on the reverse stock split is available in the Companys definitive proxy
statement filed with the Securities and Exchange Commission on June 7, 2010.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
No. | Description | |
99.1
|
Press Release dated December 30, 2010, of Evergreen Solar, Inc. |
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. |
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By: | /s/ Christian M. Ehrbar | |||
Name: | Christian M. Ehrbar | |||
Title: | General Counsel and Corporate Secretary | |||
Dated:
December 30, 2010