Attached files
| file | filename |
|---|---|
| EX-23.2 - Premier Power Renewable Energy, Inc. | v162627_ex23-2.htm |
| EX-99.1 - Premier Power Renewable Energy, Inc. | v162627_ex99-1.htm |
| EX-23.1 - Premier Power Renewable Energy, Inc. | v162627_ex23-1.htm |
| EX-99.3 - Premier Power Renewable Energy, Inc. | v162627_ex99-3.htm |
| EX-99.2 - Premier Power Renewable Energy, Inc. | v162627_ex99-2.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): October 15, 2009 (July 30,
2009)
PREMIER POWER RENEWABLE
ENERGY, INC.
(Exact
name of registrant as specified in Charter)
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Delaware
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333-140637
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13-4343369
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification
No.)
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4961
Windplay Drive, Suite 100
El Dorado Hills, CA
95762
(Address
of Principal Executive Offices)
(916)
939-0400
(Registrant’s
telephone number, including area code)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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EXPLANATORY
NOTE
This
Current Report on Form 8-K/A (“Form 8-K/A”) is filed as an amendment to the
Current Report on Form 8-K filed by Premier Power Renewable Energy, Inc.
(the “Company”) with the Securities and Exchange Commission on August 5,
2009 (the “Original Form 8-K”) announcing the acquisition of Rupinvest Sarl from
Esdras Ltd. (the “Acquisition”). This Form 8-K/A amends
Item 9.01 of the Original Form 8-K for the purpose of filing the
financial statements and pro forma financial information required by Item 9.01
with respect to the Acquisition. All of the other Items in the
Original Form 8-K remain the same and are hereby incorporated by reference
into this Form 8-K/A.
Item
9.01 Financial
Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired
The
audited financial statements of Rupinvest SARL (“Rupinvest”) as of
December 31, 2008 and for the period from August 1, 2008 (inception)
through December 31, 2008, and the notes related thereto, are filed as Exhibit
99.1 to this Form 8-K/A and are incorporated by reference
herein.
The
audited financial statements of Premier Power Italy S.p.A. (formerly ARCO
Energy, SRL) as of December 31, 2008 and for the year ended December 31, 2008,
and the unaudited financial statements of Premier Power Italy S.p.A. as of June
30, 2009 and for the six months ended June 30, 2009 and June 30, 2008, and
the notes related thereto, are filed as Exhibit 99.2 to this Form 8-K/A and
are incorporated by reference herein.
(b) Pro
Forma Financial Information
The
unaudited pro forma condensed consolidated financial information of the Company
as of June 30, 2009 and for the six months ended June 30, 2009 and for the
year ended December 31, 2008 giving effect to the acquisition of Rupinvest,
and the notes related thereto, are filed as Exhibit 99.3 to this
Form 8-K/A and are incorporated by reference herein.
(d) Exhibits
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No.
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Description
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23.1
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Consent of Macias Gini &
O’Connell LLP
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23.2
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Consent
of Ria & Partners S.p.A.
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99.1
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Financial
Statements of Rupinvest
SARL
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99.2
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Financial
Statements of Premier Power Italy S.p.A. (formerly ARCO Energy,
SRL)
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99.3
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Unaudited
Pro Forma Condensed Consolidated Financial Statements relating to the
Acquisition of Rupinvest Sarl
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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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PREMIER
POWER RENEWABLE ENERGY, INC.
(Registrant)
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Date:
October 15, 2009
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By:
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/s/
Dean Marks
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Dean
Marks
Chief
Executive Officer and
President
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