Attached files
| file | filename |
|---|---|
| EX-10.1 - AMENDMENT TO SERIES H STOCK PURCHASE AGREEMENT - ENTECH SOLAR, INC. | stockpurchase.htm |
| EX-10.2 - WARRANT TO PURCHASE COMMON STOCK - ENTECH SOLAR, INC. | warrant.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
Date of Report (Date of earliest event reported): January 5, 2011
ENTECH SOLAR, INC.
(Exact Name of Registrant as specified in charter)
|
Delaware
|
001-34592
|
33-0123045
|
||
|
(State or other jurisdiction
|
(Commission File Number)
|
(IRS Employer
|
||
|
of incorporation)
|
Identification No.)
|
|
13301 Park Vista Boulevard, Suite 100, Fort Worth, Texas
|
76177
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant's telephone number, including area code: 817/ 224-3600
N/A
(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:
|
|
(__) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
(__) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
(__) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
(__) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 5, 2011, Entech Solar, Inc. (the “Company”) and The Quercus Trust (“Quercus”) amended the Series H Preferred Stock Purchase Agreement, dated June 25, 2010 (the “Purchase Agreement”, and as amended, the “Amended Agreement”), to extend the date from December 31, 2010 to June 30, 2011, pursuant to which Quercus, in the event of the death of David Gelbaum (the “Triggering Event”), agrees to purchase shares of the Company’s Series H Preferred Stock, par value $0.01 per share (the “Preferred Shares”), at $10,000 per share, for an aggregate purchase price of $10,000,000. No other terms of the Purchase Agreement were changed or amended by the Amended Agreement.
In exchange for entering into the Amended Agreement, the Company paid to Quercus a commitment fee of $100,000 which was paid by the Company through the issuance of 10 Preferred Shares to Quercus along with a warrant to acquire 1,928,571 shares of the Company’s common stock at an exercise price of $0.07 per share. While the Company is not aware of any facts or circumstances to suggest that Mr. Gelbaum is ill or that the Triggering Event may occur, it is the Company’s understanding that Quercus has entered into the Amended Agreement in an effort to continue its support of the Company should Mr. Gelbaum die on or before June 30, 2011.
In connection with the foregoing, the Company relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale were made to a limited number of persons, all of whom were accredited investors, and transfer was restricted by the Company in accordance with the requirements of the Securities Act.
Quercus is a family trust of which David Gelbaum is a trustee. Mr. Gelbaum is the Chief Executive Officer of the Company and Chairman of its Board of Directors. After the issuance of the shares referred to above, Quercus will beneficially own approximately 39.19% of the voting power of the Company’s outstanding securities.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The disclosure in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits.
|
Exhibit Number
|
Description of Exhibit
|
|
|
10.1
|
|
Amendment to Series H Preferred Stock Purchase Agreement, dated January 5, 2011, by and between Entech Solar, Inc. and The Quercus Trust.
|
|
10.2
|
|
Warrant to Purchase Common Stock, dated January 5, 2011.
|
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.
|
ENTECH SOLAR, INC.
|
|||||
|
|
|||||
|
By:
|
/s/ Shelley Hollingsworth
|
||||
|
Chief Financial Officer
|
|||||
|
Dated: January 11, 2011
|
|||||
Exhibits.
|
Exhibit Number
|
Description of Exhibit
|
|
|
10.1
|
|
Amendment to Series H Preferred Stock Purchase Agreement, dated January 5, 2011, by and between Entech Solar, Inc. and The Quercus Trust.
|
|
10.2
|
|
Warrant to Purchase Common Stock, dated January 5, 2011.
|