Attached files
| file | filename |
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| EX-10.2 - RASER TECHNOLOGIES INC | v203843_ex10-2.htm |
| EX-10.1 - RASER TECHNOLOGIES INC | v203843_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): November 18, 2010
RASER
TECHNOLOGIES, INC.
(Exact name of
registrant as specified in its charter)
Commission File Number:
001-32661
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DELAWARE
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87-0638510
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(State or
other jurisdiction of
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(IRS
Employer
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incorporation)
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Identification
No.)
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5152
North Edgewood Drive, Suite 200
Provo, Utah 84604
(Address of
principal executive offices, including zip code)
(801)
765-1200
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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
1.01. Entry into a Material Definitive Agreement.
Item 2.01. Disposal
of Assets.
As
previously disclosed on November 2, 2010, we entered into an Investor
Letter (“Letter of Intent” or “LOI”) with a private investor
(“Investor Group”) for the purpose of forming and capitalizing a new and
independent electric vehicle company Via Automotive, Inc., a Delaware
corporation (“Via Automotive”), whereby Via Automotive would purchase certain of
our Transportation and Industrial Business segment (“Business Segment”) assets
and assume certain of the Business Segment’s identified liabilities, On November
18, 2010 we entered into an Asset Purchase Agreement (the “Purchase Agreement”)
and Shareholders’ Agreement (“Shareholders’ Agreement” and together with the
Purchase Agreement, the “Agreements”) with Via Automotive (the “Buyer) pursuant
to which the Buyer purchased certain of our Transportation and Industrial
Business segment assets for $2.5 million in cash ($1.5 million paid at closing
and $1.0 million to be paid on or before December 20, 2010) , and the issuance
to us of approximately 39% of the common shares of Via Automotive and the Buyer
assumed certain liabilities related tot he Transportation and Industrial Segment
of approximately $0.7 million. Additionally, the Agreements also
provide that the Investor Group will capitalize Via Automotive with an
additional $2.0 million.
In addition to the foregoing $4.5
million aggregate investment by the Investor Group, for which the Investor Group
shall be issued 61% of the common shares of Via Automotive. Via Automotive will
require additional equity investment of not less than $10 million (the
“Additional Initial Capital”). In addition to the foregoing
consideration, the Buyer is obligated to close on not less than $10 million of
additional equity or equity-linked securities in the Buyer to fund the
Additional Initial Capital. Such Equity or equity-linked securities
shall dilute only the 61% of the common equity initially issued to the Investor
Group and shall not dilute the approximate 39% of the common equity initially
issued to us.
The
Business Segment has historically been focused on improving the efficiency
of electric motors, generators and power electronic drives used in electric and
hybrid electric vehicle propulsion systems. The Business Segment
contained historical based costs of accounts receivable from General
Motors, Inc. totaling $250,000; certain short-term deposits and other assets
totaling $8,300; certain net fixed assets totaling $129,600; net intangible
assets totaling $284,000; and accounts payable and accrued liabilities totaling
$1,003,400 that were transferred to the Buyer.
The Shareholders’ Agreement provides
that a supermajority vote of the directors will be required in certain
circumstances.
Raser’s board of directors received a
satisfactory fairness opinion for the sale of the Transportation and Industrial
assets to the Buyer.
A copy of
the Asset Purchase Agreement and Shareholders’ Agreement are attached to this
Current Report on Form 8-K as Exhibit 10.1 and 10.2, respectively and are
incorporated herein by reference. The foregoing is only a brief description of
the material terms of the Agreements, does not purport to be a complete
description of the rights and obligations of the parties thereunder and such
descriptions are qualified in their entirety by reference to these
exhibits.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors:
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the transaction
discussed above, Kraig T. Higginson, the Company’s Executive Chairman of the
Board of Directors, will resign his executive management position before the end
of 2010 and will no longer be an employee of the Company, but he will continue
to be a director and continue to serve as Chairman of the Board of
Directors.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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10.1
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Asset
Purchase Agreement, dated November 18, 2010, between Raser Technologies,
Inc. and Via Automotive, Inc.
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10.2
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Shareholders’
Agreement, dated November 18, 2010, between Raser Technologies, Inc. and
Carl E Berg.
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Signature(s)
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.
| RASER TECHNOLOGIES, INC. | |||
| Date: November 24, 2010 | /s/ John Perry | ||
| John Perry, CFO | |||
Exhibits
List
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Exhibit
No.
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Description
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10.1
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Asset
Purchase Agreement, dated November 18, 2010, between Raser Technologies,
Inc. and Via Automotive, Inc.
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10.2
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Shareholders’
Agreement, dated November 18, 2010, between Raser Technologies, Inc. and
Carl E Berg.
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