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
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Date
of Report (Date of earliest event reported):
December 22,
2008
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SOLAR
THIN FILMS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation)
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000-19404
(Commission
File Number)
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95-4359228
(IRS
Employer Identification
No.)
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25 Highland Blvd., Dix Hills,
New York 11746
Telephone
No.: (516) 417-8454
(Address
and telephone number of Registrant's principal
executive
offices and principal place of
business)
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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 (see General Instruction A.2. below):
¨
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.
As previously reported by Solar Thin
Films, Inc. (the “
Company
”) in its
Current Report on Form 8-K filed with the Securities and Exchange Commission on
August 18, 2008, on August 12, 2008 the Company entered into a stock purchase
agreement (the “
Purchase Agreement
”)
with Zoltan Kiss (“
Z.
Kiss
”), Gregory Joseph Kiss (“
G. Kiss
”), Maria
Gabriella Kiss (“
M.
Kiss
”), and Steven H. Gifis (“
Gifis
”). Under
the terms of the Purchase Agreement, the Company agreed to arrange for the sale,
and each of Z. Kiss, G. Kiss and M. Kiss (the “
Selling
Stockholders
”) have agreed to sell, an aggregate of 18.0 million shares
of common stock of the Company owned by the Selling Stockholders. The
purchase price for the 18.0 million shares is $0.4139 per share, or a total of
$7,450,200 for all of the shares.
In addition to the Purchase Agreement,
on August 12, 2008 each of Z. Kiss, Renewable Energy Solutions, Inc. (“
RESI
”), the Company,
the Company’s subsidiary Kraft Electronikai Zrt (“
Kraft
”), and Amelio
Solar Inc. (“
Amelio
”) entered into
a settlement agreement (the “
Settlement
Agreement
”) under which the parties agreed to terminate all prior
agreements and exchange mutual general releases. The consummation of
the Settlement Agreement is subject to consummation of the transactions under
the above Purchase Agreement. Z. Kiss and RESI have agreed to
transfer to Amelio (an entity controlled by unaffiliated third parties)
substantially all of the technology and intellectual property owned by Z. Kiss
and RESI relating to solar panel technology, including thin film amorphous
silicon and copper indium gallium diselenide technology.
The Company intends to finance the
purchase price for the 18.0 million shares being sold by the Selling
Stockholders by arranging for a sale of the shares, either through a registered
public offering for the account of the Selling Stockholders, or a private
purchase.
The closing of the transactions under
the Purchase Agreement, the Settlement Agreement and the Strategic Alliance and
Cross License Agreement will all occur simultaneously and were scheduled to take
place on or about November 30, 2008, subject to extension to January 31, 2009,
by mutual agreement of the Company and Gifis (the “
Outside Closing
Date
”); provided, that if Gifis shall receive reasonable assurances from
the investment banking firm underwriting securities on behalf of the Company and
the Selling Stockholders that the financing to pay the purchase price for the
shares being sold, will, in their judgment, be consummated, Gifis
shall
extend the closing date
to January 31, 2009.
On December 22, 2008, the Company and
Kraft entered into an Amendment to the Master Settlement Agreement and Stock
Purchase Agreement (the “
Amendment
”) with
Amelio, RESI and the Selling Stockholders under which, among other things, the
Outside Closing Date as defined in the Settlement Agreement was revised to May
31, 2009. In addition, the definition of “RESI Debt” owed to the
Company as defined in the Settlement Agreement was revised to the net amount of
indebtedness, net of fees payable under the existing agreements to the closing
date, and not to exceed $831,863 owed by RESI to the Company or its affiliates
as of the closing date;
provided
, that if the
Transferred CG Solar Equity (as defined below) is not delivered to the Company
by December 31, 2008, the RESI Debt shall be an amount not to exceed
$1,331,863. Moreover, “RESI Debt Settlement Payment and Deliverables”
as set forth in the Settlement Agreement was amended to state that the RESI Debt
shall be paid to the Company as follows:
·
on
or before December 31, 2008, Z. Kiss shall cause RESI to transfer to the Company
an aggregate of shares of CG Solar, formerly know as Weihai Blue Star Terra
Photovoltaic Company (“
CG Solar
”),
representing 5% of the issued and outstanding capital shares of CG Solar, and
having an agreed upon value of $500,000 (the “
Transferred CG Solar
Equity
”);
·
the
$831,863 balance of the RESI Debt (the “
RESI Debt Balance
”)
shall be paid on or following the closing date as follows:
·
to
the extent not previously paid in full, out of the net proceeds received by him
from the public or private sale of all or a portion of his 10,000,000 subject
shares under the Purchase Agreement, Z. Kiss shall pay to the Company a total of
up to $434,315 of the RESI Debt Balance, such amount to be appropriately
pro-rated based upon $0.0434315 to be paid for each such 10,000,000 subject
shares sold; and
·
unless
a portion of the RESI Debt Balance has been paid by Z. Kiss in accordance with
the above, the entire RESI Debt Balance(or any unpaid portion thereof) will be
paid to the Company by Amelio on the earlier to occur of (i) receipt of net
proceeds of a financing by Amelio (the “
Amelio Financing
”) of
not less than $10,000,000, or (ii) receipt of payment by RESI or Amelio from CG
Solar, the customer from whom the a-Si equipment giving rise to the RESI Debt
was shipped. To the extent that the RESI Debt Balance is paid in
whole or in part by Z. Kiss, then Amelio shall issue to Z. Kiss a promissory
note due and payable to the earlier to occur of the consummation of the Amelio
Financing or one year from the closing date.
·
Amelio
agreed to guaranty payment of the RESI Debt Balance to the Company.
The
Settlement Agreement was further amended to state that Robert M. Rubin and The
Rubin Irrevocable Stock Trust (the “
Trust
”) agree that
all indebtedness owed to Mr. Rubin and the Trust by Nanergy Solar, Inc. (“
Nanergy
”), an
affiliate of Z. Kiss, will be deemed fully paid and satisfied, and Mr. Rubin and
the Trust agree to relinquish all capital stock or stock certificates in
Nanergy. To the extent that Mr. Rubin and/or the Trust received notes
or stock certificates of Nanergy, the same will be returned to Nanergy on or
before December 31, 2008.
Under the
Amendment, the Purchase Agreement was revised to state that in the event that
any time prior to the Outside Closing Date, any of the Selling Stockholders
receive a bona fide written offer (the “
Offer
”) from any
financially credible individual or institutional purchaser(s) to purchase as a
principal in a private transaction, all or any portion of the subject shares,
then the Selling Stockholders shall give written notice to the Company (the
“
Notice
”). The
Company shall have the right, within 30 days from receipt of the Notice, to
purchase that number of subject shares proposed to be purchases in the Offer at
the same price per share and payment terms as set forth in the
Offer.
There can be no assurance that the
Company will be able to obtain the requisite financing to consummate the
transactions contemplated by the above agreements.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of
businesses acquired
.
Not applicable.
(b)
Pro forma financial
information
.
Not applicable.
(c)
Shell company
transactions
.
Not applicable.
(d)
Exhibits
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Exhibit
Number
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Description
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10.1
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Amendment
to Master Settlement Agreement by and among Solar Thin Films, Inc., Kraft
Elektronikai Zrt, Zoltan Kiss, Amelio Solar, Inc. and Renewable Energy
Solutions, Inc. and Amendment to Stock Purchase Agreement by and among
Solar Thin Films, Inc., Zoltan Kiss, Gregory Joseph Kiss and Maria
Gabriella Kiss dated as of December 22,
2008.
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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 hereunto
duly authorized.
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SOLAR
THIN FILMS, INC.
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Date: December
24, 2008
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By:
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/s/ Robert M.
Rubin
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Robert M. Rubin
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Chairman
and Chief Financial
Officer
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Silverton Energy (PK) (USOTC:SLTN)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
Silverton Energy (PK) (USOTC:SLTN)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025
