UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 27, 2010
ENERGY CONVERSION DEVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-8403 | 38-1749884 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer Identification | ||
of incorporation) | No.) |
2956 Waterview Drive, Rochester Hills, MI | 48309 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (248) 293-0440
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities
On May 28, 2010, Energy Conversion Devices, Inc. (the Company) entered into separate
exchange agreements with certain holders of the Companys 3.00% Convertible Senior Notes due 2013
(the Notes) whereby the Company agreed to issue an aggregate of 2,770,871 shares of its common
stock, par value $0.01 per share (the Common Stock), and deliver an aggregate of approximately
$0.3 million in cash for accrued but unpaid dividends, in exchange for an aggregate of principal
amount of $23.0 million held by the holders of the Notes.
The Company may, from time to time, conduct exchanges for additional Notes. Each of the
exchanges is exempt from the registration requirements of the Securities Act of 1933, as amended,
pursuant to Section 3(a)(9) thereof.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
ENERGY CONVERSION DEVICES, INC. (Registrant) |
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June 1, 2010 | /s/ Jay B. Knoll | |||
Jay B. Knoll | ||||
Executive Vice President | ||||