Attached files
| file | filename |
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| EX-10.1 - Solar Thin Films, Inc. | v168485_ex10-1.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
Report (Date of earliest event reported): December 4, 2009
SOLAR
THIN FILMS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-13549
|
95-4359228
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
116
John Street, Suite 1120, New York, New York 10038
Telephone
No.: (212) 629-8260
(Address
and telephone number of Registrant's principal
executive
offices and principal place of business)
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.
On December 4, 2009, Solar Thin Films,
Inc. (the “Company”) and Kraft
Elektronikai Zrt, the Company’s wholly owned subsidiary, entered into a Second
Amendment (the “Second
Amendment”) to the Master Settlement Agreement (the “Settlement
Agreement”) with Zoltan Kiss, Amelio Solar, Inc. (“Amelio Solar”) and
Renewable Energy Solutions, Inc. (“RESI”), and a Second
Amendment to the Stock Purchase Agreement (the “Purchase Agreement”)
with Zoltan Kiss, Maria Gabriella Kiss and Gregory Joseph Kiss (collectively,
the “Sellers”).
Under the Second Amendment, the outside
closing date of the transactions contemplated pursuant to the Settlement
Agreement was extended to December 4, 2009 (the “Closing Date”). In
addition, the definition of “RESI Debt” was
amended to include the net amount of indebtedness, not to exceed $831,863, owed
by RESI to the Company or its affiliates as of the Closing Date together with
accrued interest thereon.
Section 2.4 of the Settlement
Agreement, entitled “RESI Debt Settlement Payment and Deliverables”, was amended
so that the RESI Debt will be fully and finally satisfied as
follows:
(a) Z.
Kiss will surrender all of his 2,000,000 shares of Company common stock to the
Company;
(b) an
option (the “Option”) is granted to the Company or its designees to purchase all
of the shares of Company common stock owned by both M. Kiss (1,018,400 shares)
and G. Kiss (810,000 shares) until December 4, 2010. For a period of
nine months following the execution of the Second Amendment, the Option will be
fixed at a price of $0.30 per share and any shares not purchased by the Company
or its designees during such nine-month period may be purchased at the higher of
(i) $0.30 per share, or (ii) 75% of the trading price of the Company’s common
stock on the trading day prior to the Company’s payment of the exercise price;
and
(c) any
unexercised rights, options and/or warrants to purchase Company common stock
owned by the Sellers as of the Closing Date, whether vested, unvested,
exercisable or otherwise, are cancelled and rendered null and void.
The definition of “RESI Debt Settlement
Deliverables” was also revised to mean the documents specified in Section 2.4 of
the Settlement Agreement to be delivered by Amelio Solar and the Sellers to the
Company on or prior to December 31, 2009.
Pursuant to the Second Amendment, the
parties agreed to terminate the Purchase Agreement, except for the terms of the
Purchase Agreement cancelling all indebtedness owed to Robert M. Rubin and The
Rubin Family Irrevocable Trust by Nanergy Solar, Inc. and the surrender of any
and all equity interests of Nanergy Solar, Inc. owned by The Rubin Family
Irrevocable Trust.
Moreover, under the Second Amendment,
the parties agreed to terminate the Strategic Alliance and Cross License
Agreement dated as of August 12, 2008. All prior agreements among the
parties, including, but not limited to, the Cooperative R&D Agreement dated
as of December 19, 2006 between RESI and the Company, the Marketing and Turn-on
Agreement between RESI and the Company dated as of January 30, 2007 and the
Consulting Agreement between Z. Kiss and the Company have either expired or are
terminated as of December 4, 2009.
The description of terms and conditions
of the Second Amendment set forth herein do not purport to be complete and are
qualified in their entirety by the full text of the Second Amendment which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item
1.02 Termination of a Material Definitive Agreement.
The disclosure set forth in Item 1.01
to this Current Report is incorporated into this item by reference.
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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Second
Amendment to the Master Settlement Agreement dated as of December 4, 2009
by and among Solar Thin Films, Inc., Kraft Elektronikai Zrt, Zoltan Kiss,
Amelio Solar, Inc. and Renewable Energy Solutions, Inc., and Second
Amendment to the Stock Purchase Agreement by and among Solar Thin Films,
Inc., Zoltan Kiss, Maria Gabriella Kiss and Gregory Joseph Kiss, and
Termination of the Strategic Alliance and Cross License Agreement by and
among Solar Thin Films, Inc., Kraft Elektronikai Zrt and Amelio Solar,
Inc.
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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
8, 2009
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By:
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/s/ Robert M.
Rubin
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Robert
M. Rubin
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Chief
Executive Officer
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