Attached files
| file | filename |
|---|---|
| EX-2.1 - COMPOSITE TECHNOLOGY CORP | v204968_ex2-1.htm |
| EX-10.1 - COMPOSITE TECHNOLOGY CORP | v204968_ex10-1.htm |
UNITED
STATES
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): September 4, 2009
COMPOSITE
TECHNOLOGY CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-10999
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59-2025386
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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2026
McGaw Avenue
Irvine,
CA 92614
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: (949) 428-8500
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:
¨ 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))
Explanatory
Note
On
October 29, 2010 we received a letter from the Securities and Exchange
Commission relating to a confidential treatment application we submitted on
September 29, 2010. The confidential treatment application asked that we be
permitted to keep confidential certain information included in exhibits 2.1 and
10.1 of the Current Report on Form 8-K (the “Original Report”) filed on
September 11, 2009. We have withdrawn the confidential treatment
application. Therefore, we are filing this Amendment No. 1 to the Original
Report for the purpose of re-filing exhibits 2.1 and 10.1.
Forward
Looking Statements
This Form
8-K and other reports filed by 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 Registrant’s management. When used in the filings the
words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant’s management identify forward looking statements. Such
statements reflect the current view of 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 Registrant’s industry, Registrant’s
operations and results of operations and any businesses that may be acquired by
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; Amendment of Material
Definitive Agreement
On August
10, 2009, the Registrant and its wholly-owned subsidiary DeWind, Inc.
(“DeWind”), a Nevada corporation, entered into an Asset Purchase Agreement
(“Purchase Agreement”) with Daewoo Shipbuilding & Marine Engineering Co.,
Ltd. (“Buyer”), a Korean corporation. Under the Purchase Agreement, DeWind
agreed to sell substantially all of its assets for the purchase price of $46.5
million and assumption of certain liabilities. Also on August 10, 2009,
DeWind, Ltd., a UK private limited company and a wholly-owned subsidiary of the
Registrant (“UK DeWind”), entered into an Asset Purchase Agreement (“UK
Agreement”, and together with the Purchase Agreement, the “Agreements”) with
Buyer under which UK DeWind agreed to sell certain assets for the purchase price
of $3.0 million. These transactions were reported in the Current Report on
Form 8-K filed on August 14, 2009.
On
September 4, 2009 the Registrant amended both of these agreements. The
Purchase Agreement was amended to revise the definition of Assumed Liabilities
and Excluded Liabilities. It also clarified that $17,175,000 of the
purchase price would be placed into escrow pursuant to an escrow agreement
entered into among the parties. The Purchase Agreement also revised some
additional sections relating to DeWind representations and covenants and the
indemnification by Buyer. The UK Agreement was amended to clarify tax
obligations and provide representations regarding the business of DeWind
Ltd.
The
Registrant also assigned its trademark logo to DeWind Turbine pursuant to a
Trademark Assignment Agreement dated as of September 4, 2009 and the Registrant
agreed to use a different logo after nine months.
The
description of the Amendments, the Escrow Agreement and the Trademark Assignment
Agreement are each qualified in its entirety by reference to such agreement
attached hereto as Exhibit 2.1, Exhibit 2.2, Exhibit 10.1 and Exhibit 10.2,
respectively.
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Item
2.01 Completion of Acquisition; Disposition of Assets
On
September 4, 2009 DeWind and UK DeWind completed the sale of substantially all
of their assets to Buyer pursuant to the Asset Purchase Agreements executed on
August 10, 2009. DeWind and UK DeWind distributed the assets to two
wholly-owned subsidiaries of Buyer, DeWind Turbine Co., a California
corporation, and Blitz 09-447 GmbH, a German corporation. Buyer paid the
purchase price of $49.5 million, of which approximately $17.2 million
was placed into escrow. Of the remaining $29.3 million, $5.0 million
was paid to the Registrant’s secured lender, $1.2 million was paid to a contract
manufacturer, $1.7 million was paid to a financial advisor and $700,000 was paid
to the Registrant’s attorneys for this transaction. The remaining $23.7
million was paid to DeWind and UK DeWind.
Item
5.02 Departure of Certain Officers
In
connection with the DeWind asset sale, Robert Rugh was terminated as
DeWind’s President, effective as of September 4, 2009.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
2.1 Amendment
No. 1 dated as of September 4, 2009 to the Asset Purchase
Agreement by and between Daewoo Shipbuilding & Marine Engineering
Co. Ltd. and DeWind, Inc. and the Registrant dated as of August 10,
2009
2.2 Amendment
No. 1 dated as of September 4, 2009 by and between Daewoo Shipbuilding &
Marine Engineering Co. Ltd. and DeWind, Ltd. dated as of August 10,
2009*
10.1 Escrow
Agreement dated as of September 4, 2009 by and among Daewoo Shipbuilding &
Marine Engineering Co. Ltd. (“DSME”), DeWind, Inc., the Registrant and U.S. Bank
National Association, as escrow agent
10.2 Trademark
Assignment Agreement dated as of September 4, 2009 by and among the Registrant
and DeWind Turbine Co., a wholly-owned subsidiary of DSME*
*Previously
filed.
SIGNATURE
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.
COMPOSITE
TECHNOLOGY CORPORATION
(Registrant)
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Date:
December 8, 2010
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By:
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/s/
Benton H Wilcoxon
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Chief Executive
Officer
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