Attached files
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| EX-10.1 - Premier Power Renewable Energy, Inc. | v182095_ex10-1.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): April 27, 2010 (April 24,
2010)
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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Forward-Looking
Statements
This
Form 8-K and other reports filed by the Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain or may
contain forward-looking statements and information that are based upon beliefs
of, and information currently available to, Registrant’s management as well as
estimates and assumptions made by the Registrant’s management. When
used in the filings the words “anticipate,” “believe,” “estimate,” “expect,”
“future,” “intend,” or “plan,” or the negative of these terms and similar
expressions as they relate to the Registrant or the Registrant’s management
identify forward-looking statements. Such statements reflect the
current view of the Registrant with respect to future events and are subject to
risks, uncertainties, assumptions, and other factors (including the risks
contained in the section of the Registrant’s Form 10-K entitled “Risk Factors”)
relating to the Registrant’s industry, the Registrant’s operations and results
of operations, and any businesses that may be acquired by the
Registrant. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended, or planned.
Although
the Registrant believes that the expectations reflected in the forward-looking
statements are reasonable, the Registrant cannot guarantee future results,
levels of activity, performance, or achievements. Except as required
by applicable law, including the securities laws of the United States, the
Registrant does not intend to update any of the forward-looking statements to
conform these statements to actual results.
Item
1.01 Entry
into a Material Definitive Agreement.
On April
24, 2010, Premier Power Renewable Energy, Inc. (the “Registrant”),
Rupinvest Sarl, a corporation duly organized and existing under the laws of
Luxembourg (“Rupinvest”), Esdras
Ltd., a corporation duly organized and existing under the laws of Cyprus (“Esdras”), and Capita
Trust Company Limited, a private limited company incorporated in England and
Wales and acting as escrow agent (the “Escrow Agent”)
entered into a Waiver and Amendment (the “Amendment”) to amend
certain terms of the Escrow Agreement entered into by the parties on July 9,
2009 and subsequently amended on July 22, 2009 and July 30, 2009 (“Escrow
Agreement”). The original Escrow Agreement was described and
attached as an exhibit to the Registrant’s Current Report on Form 8-K, which was
filed with the Securities and Exchange Commission (“SEC”) on July 15, 2009, and
the description of the Escrow Agreement is incorporated herein by
reference. The first amendment to the Escrow Agreement was described
and attached as an exhibit to the Registrant’s Current Report on Form 8-K, which
was filed with the SEC on July 23, 2009, and the description of the first
amendment is incorporated herein by reference. The second amendment
to the Escrow Agreement was described and attached as an exhibit to the
Registrant’s Current Report on Form 8-K, which was filed with the SEC on August
5, 2009, and the description of the second amendment is incorporated herein by
reference.
The
Amendment extended the date by which Rupinvest must deposit with the Escrow
Agent audited financial statements of its wholly owned subsidiary, Premier Power
Italy S.p.A., pursuant to Section 2.3.1 of the Escrow Agreement so that such
financial statements must be deposited no later than five (5) business days
following the date of the shareholder meeting of Esdras that, as of the date of
the Amendment, is scheduled to be held by May 15, 2010 (“Esdras Shareholder
Meeting”). It also extended the date by which the Escrow Agent must
transfer the first payment of shares to Esdras pursuant to Section 4.2 of the
Escrow Agreement so that such transfer must occur no later than twenty (20)
business days following the Esdras Shareholder Meeting.
Esdras
and the Escrow Agent also waived their respective right to assert any claim of
breach or action for specific performance in connection with the obligations
under Section 2.3.1 and Section 4.2 of the Escrow Agreement, and any right to
losses, liabilities, claims, contingencies, damages, costs, and expenses that
either party may suffer or incur in connection with any breach of such
obligations.
A copy of
the Amendment is filed with this report as Exhibit 10.1 and is incorporated by
reference herein. The foregoing description of the Amendment does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Amendment.
Item 9.01
Financial
Statements and Exhibits
(d)
Exhibits
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No.
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Description
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10.1
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Escrow
Agreement Amendment No. 3 between the Registrant, Rupinvest Sarl, Esdras
Ltd., and Capita Trust Company Limited, dated April 24,
2010
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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:
April 27, 2010
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By:
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/s/
Dean R. Marks
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Dean
R. Marks
Chief
Executive Officer and President
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