Attached files
| file | filename |
|---|---|
| EX-31.1 - EX-31.1 - EVERGREEN SOLAR INC | b83928exv31w1.htm |
| EX-10.7 - EX-10.7 - EVERGREEN SOLAR INC | b83928exv10w7.htm |
| EX-10.6 - EX-10.6 - EVERGREEN SOLAR INC | b83928exv10w6.htm |
| EX-31.2 - EX-31.2 - EVERGREEN SOLAR INC | b83928exv31w2.htm |
| EX-10.1 - EX-10.1 - EVERGREEN SOLAR INC | b83928exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Amendment
No. 1)
| (Mark one) | ||
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended April 3, 2010 |
| OR | ||
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 000-31687
EVERGREEN SOLAR, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 04-3242254 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| Incorporation or organization) | Identification No.) | |
| 138 Bartlett Street | ||
| Marlboro, Massachusetts | 01752 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(508) 357-2221
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated
filer” in Rule 12b-(2) of the Exchange Act. (Check one).
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes o No þ
As
of May 7, 2010 the registrant had 208,043,213 shares of common stock outstanding.
Explanatory Note
This report on Form 10-Q/A is being filed as Amendment No. 1 to the report on
Form 10-Q for the quarterly period ended April 3, 2010, which was filed by Evergreen Solar, Inc.
(the “Registrant”) with the Securities and Exchange Commission (the
“Commission”) on May 13, 2010.
The sole purpose of this filing is to file with the Commission Exhibits 10.1, 10.6
and 10.7, which were revised to reflect the Registrant’s withdrawal of its request for
confidential treatment for those exhibits under Rule 24b-2 promulgated by the
Commission under the Exchange Act.
As required, currently-dated certifications from the Registrant’s Principal
Executive and Principal Financial Officers have been included as exhibits to this report
on Form 10-Q/A.
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 thereunto duly authorized.
| EVERGREEN SOLAR, INC. |
||||
| Date: December 23, 2010 | /s/ Paul Kawa | |||
| Paul Kawa | ||||
| Interim Chief Financial Officer (Principal Financial Officer) | ||||
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Exhibits Index
| Number | Description | Incorporation by Reference | ||
3.1
|
Third Amended and Restated Certificate of Incorporation | Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1/A, filed on October 3, 2000 | ||
3.2
|
Certificate of the Powers, Designations, Preferences and Rights of the Series A Convertible Preferred Stock of the Registrant | Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8, dated June 9, 2003 | ||
3.3
|
Certificate of Amendment of Third Amended and Restated Certificate of Incorporation | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, dated December 9, 2009, and filed on December 14, 2009 | ||
3.4
|
Second Amended and Restated By-laws | Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1/A, filed on October 3, 2000 | ||
3.5
|
Amendment No. 1 to Second Amended and Restated By-laws | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, dated February 4, 2009 and filed on February 5, 2009 | ||
4.1
|
Indenture between the Registrant and U.S. Bank National Association, as Trustee, dated as of July 2, 2008 | Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, dated July 2, 2008 and filed on July 7, 2008 | ||
4.2
|
First Supplemental Indenture between the Registrant and U.S. Bank National Association, as Trustee, dated as of July 2, 2008 | Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, dated July 2, 2008 and filed on July 7, 2008 | ||
4.3
|
Form of 4% Senior Convertible Note due 2013 | Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, dated July 2, 2008 and filed on July 7, 2008 | ||
4.4
|
Indenture, by and among the Registrant, the Guarantors and U.S. Bank National Association, as Trustee, dated as of April 26, 2010 | Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, dated April 21, 2010 and filed on April 27, 2010 | ||
4.5
|
Pledge and Security Agreement, dated as of April 26, 2010, by and among the Registrant, the Guarantors and U.S. Bank National Association, as Collateral Agent | Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, dated April 21, 2010 and filed on April 27, 2010 | ||
4.6
|
Collateral Trust Agreement, dated as of April 26, 2010, by and among the Registrant, the Guarantors and U.S. Bank National Association, as Collateral Agent | Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, dated April 21, 2010 and filed on April 27, 2010 | ||
4.7
|
Form of 13% Convertible Senior Secured Note due 2015 | Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, dated April 21, 2010 and filed on April 27, 2010 | ||
10.1
|
Amendment to Master Supply Agreement between the Registrant and Ralos Vertriebs GmbH dated March 26, 2010 | * | ||
10.2
|
Guarantee from Ralos New Energies AG dated March 26, 2010 | ** |
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| Number | Description | Incorporation by Reference | ||
10.3
|
Loan Agreement between Evergreen Solar (China) Co. and Jiawei Solar (Wuhan) Co., Ltd. dated March 26, 2010 | ** | ||
10.4
|
Promissory Note made by Jiawei Solarchina Co., Ltd to the Registrant dated April 30, 2010 | ** | ||
10.5§
|
Management Incentive Plan | ** | ||
10.6
|
Amendment effective on or about January 1, 2010 to Master Supply Agreement by and between the Registrant and IBC Solar AG, dated July 14, 2008 | * | ||
10.7
|
Amendment effective on or about January 1, 2010 to Master Supply Agreement by and between the Registrant and Wagner & Co Solartechnik GmbH, dated June 18, 2008 | * | ||
31.1
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||
31.2
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||
| § | Indicates a management contract or compensatory plan, contract or arrangement. | |
| * | Not applicable (filed herewith) | |
| ** | Filed as an exhibit with the same exhibit number with the Registrant’s Report on Form 10-Q filed on May 13, 2010 which is amended by this Report on Form 10-Q/A. |
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