Attached files
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| EX-99.1 - 3Power Energy Group Inc. | v209814_ex99-1.htm |
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 EARLIEST EVENT REPORTED – JANUARY 24, 2011
PRIME
SUN POWER INC.
(Exact
name of Registrant as specified in its charter)
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NEVADA
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333-103647
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98-0393197
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
Number)
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100
Wall Street, 21st
Floor
New York, NY
10005
(Address
of principal executive offices)
866-523-5551
(Registrant's
telephone number, including area code)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item 1.01 Entry into a Material Definitive Agreement.
On
January 24, 2011, Prime Sun Power Inc. (“PSP”) entered into a Term Sheet (the
“Term Sheet”) with Seawind International Ltd., (“Seawind” and together with PSP,
the “Parties”). Subject to the terms and conditions set forth in the
Term Sheet, PSP shall acquire Seawind (such transaction is referred to herein as
the “Acquisition”). The target closing date for the Acquisition is
February 25, 2011. The Parties have agreed that after the closing of
the Acquisition, PSP will change its name to “3Power Energy Group
Inc.” Following the closing of the Acquisition, 3Power Energy Group
Inc. expects to shift its executive offices to Plymouth and London, United
Kingdom.
For
purposes of consummating the Acquisition, PSP shall increase its authorized
share capital to 200,000,000 shares prior to issuing shares in exchange for the
interests of Seawind. Rudana Investment Group AG (“Rudana”), the majority
shareholder of PSP, shall, prior to the closing of the Acquisition, contribute
into the new PSP structure certain Hydro power projects described in the Term
Sheet. At the closing of the Acquisition, Seawind shall tender all of
the issued and outstanding shares of Seawind to PSP, and PSP shall issue to the
owners of Seawind shares equal in amount to the number of shares owned by
Rudana.
The
Parties have agreed to utilize their best efforts to facilitate initial
financing and fund-raising by 3Power Energy Group Inc., up to the amount of
Fifty Million U.S. Dollars ($50,000,000). The proceeds of such financing shall
be allocated by 3Power Energy Group Inc. among solar, hydro and wind
projects.
Following
the closing of the Acquisition, the Board of Directors of 3Power Energy Group
Inc. shall consist of five directors, with two Directors to be nominated by each
of Rudana and Seawind, and a fifth director to be nominated by Rudana subject to
acceptance by Seawind.
PSP and
Seawind will use commercially reasonable efforts to complete a mutually
agreeable definitive Acquisition agreement containing customary representations,
warranties, covenants and ancillary agreements as soon as reasonably
possible. Rudana and the Seawind principals also intend to enter into
a shareholders agreement. The closing of the Acquisition will also be
subject to completion of satisfactory legal due diligence and completion of the
2010 audit of the Seawind financial statements.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” as defined in
the U.S. Private Securities Litigation Reform Act of 1995. These statements are
based upon our current expectations and speak only as of the date hereof. These
forward-looking statements are based upon currently known facts and available
competitive, financial, and economic data, as well as management's views and
assumptions regarding future events. Such forward-looking statements are
inherently uncertain. Actual results may differ materially from those expressed
in any forward-looking statements as a result of various factors and
uncertainties. PSP cannot provide assurances that any of the transactions or
prospective matters described in this Current Report on Form 8-K will be
successfully completed or that PSP will realize the anticipated benefits of any
transactions. Various risk factors that may affect our business, results of
operations and financial condition are detailed from time to time in the Current
Reports on Form 8-K and other filings made by PSP with the U.S. Securities &
Exchange Commission. PSP undertakes no obligation to update
information contained in this Current Report on Form 8-K.
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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.
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Appointment
of Toby Durrant as Chief Investment Officer
Effective
as of January 26, 2011, Mr. Toby Durrant has been appointed as PSP’s new Chief
Investment Officer. Mr. Durrant is the founder and managing director of
Liberton Worldwide Limited, a business consultancy based in the United Kingdom
which advises cleantech companies on corporate strategy. He has
served in this position since 2010. Previously, Mr. Durrant was
employed from 2006-2009 by Hichens, Harrison & Co./Religare Capital Markets,
a stockbrokerage and corporate advisory business. He began advising
the company on strategy before being made a Managing Director in 2007, where he
was responsible for the international development of the business. In
2008, Mr. Durrant was appointed Chief Executive Officer of Religare Capital
Markets, after an acquisition and name change. Between 2001 and 2006,
Mr. Durrant was the co-founder and director of Square Mile Solutions Limited, a
consultancy firm based in the City of London which advised and implemented new
business strategies for financial institutions.
PSP has
agreed to pay Mr. Durrant a base salary of $150,000 per year, plus stock options
and bonuses based upon (i) the amount of capital Mr. Durrant is able to raise
and (ii) certain milestones to be reached, in each case in amounts as to be
mutually determined by PSP and Mr. Durrant. At the present time,
there is no written employment agreement between PSP and Mr. Durrant, however,
PSP and Mr. Durrant anticipate entering into such an agreement at a later
date.
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Item 8.01.
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Other
Events.
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On
January 26, 2011, PSP issued a press release, attached hereto as Exhibit
99.1.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
of Exhibit.
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Exhibit
99.1
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Press
Release dated January 26,
2011.
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#
# #
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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, thereunto
duly authorized.
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PRIME
SUN POWER INC.
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By:
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/s/ Olivier de
Vergnies
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Name: Olivier
de Vergnies
Title: Acting
Chief Executive Officer and
Acting
Chief Financial Officer
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Date:
February 2, 2011
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