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EX-31.2 - EXHIBIT 31.2 - Hoku Corpex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Hoku Corpex31-1.htm
EX-10.10 - EXHIBIT 10.10 - Hoku Corpex10-10.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q/A
Amendment No. 1
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010
 
OR
 
¨
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: 000-51458
 
HOKU CORPORATION
(Exact name of Registrant as specified in its Charter)
 
Delaware
 
99-0351487
(State or other jurisdiction of
incorporation or organization) 
 
(I.R.S. Employer
Identification No.) 
 
1288 Ala Moana Blvd., Ste. 220
Honolulu, Hawaii 96814
(Address of principal executive offices, including zip code)
 
(808) 682-7800
(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.     x   Yes     ¨   No

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     ¨   No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
¨   Large accelerated filer     ¨ Accelerated filer     x   Non-accelerated filer (Do not check if a smaller reporting company)
 
¨  Smaller reporting company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ¨   Yes     x   No

Common Stock, par value $0.001 per share, outstanding as of February 18, 2011: 54,042,754
 
 
 

 

EXPLANATORY NOTE
 
Hoku Corporation (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (the “Report”) for the sole purpose of including a redacted version of Exhibit 10.10 (Change Order No. 5 dated August 17, 2010 between Hoku Corporation and JH Kelly, LLC) which was inadvertently omitted from the Report.  Except for the foregoing, this Amendment No. 1 does not amend the Report in any way and does not modify or update any disclosures contained in the Report, which continues to speak as of the original date of the Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Report and the Company’s other filings made with the Securities and Exchange Commission subsequent to the Report.
 
Item 6.
EXHIBITS
 
Exhibit
No.
 
Exhibit Description
 
Form
 
File Number
 
Exhibit
 
Filing
Date
 
Filed
Herewith
                         
10.1  
Credit Agreement, dated  August 16, 2010, between Hoku Corporation and China Merchants Bank Co., Ltd., New York Branch.
 
8-K
 
000-51458
 
10.123
 
8/19/10
   
                         
10.2  
Credit Agreement, dated August 26, 2010, between Hoku Corporation and China Merchants Bank Co., Ltd., New York Branch.
  8-K   000-51458   10.124   8/30/10    
                         
10.3  
Reimbursement Agreement, dated August 26, 2010, between Hoku Corporation and Tianwei New Energy Holdings Co., Ltd.
  8-K  
000-51458
  10.125   8/30/10    
                         
10.4  
Credit Agreement, dated September 16, 2010, between Hoku Corporation and China Merchants Bank Co., Ltd., New York Branch.
  8-K  
000-51458
  10.126   9/17/10    
                         
10.5  
Reimbursement Agreement, dated September 16, 2010, between Hoku Corporation and Tianwei New Energy Holdings Co., Ltd.
  8-K  
000-51458
  10.127   9/17/10    
                         
10.6  
Credit Agreement, dated October 8, 2010, between Hoku Corporation and China Merchants Bank Co., Ltd., New York Branch.
 
8-K
 
000-51458
 
10.128
 
10/12/10
   
                         
10.7  
Reimbursement Agreement, dated October 8, 2010, between Hoku Corporation and Tianwei New Energy Holdings Co., Ltd.
 
8-K
 
000-51458
 
10.129
 
10/12/10
   
                         
10.8  
Credit Agreement, dated October 18, 2010, between Hoku Corporation and China Construction Bank, Singapore Branch.
 
8-K
  000-51458  
10.130
 
10/20/10
   
 
 
 

 
 
10.9  
Reimbursement Agreement, dated October 18, 2010, between Hoku Corporation and Tianwei New Energy Holdings Co., Ltd.
 
8-K
 
000-51458
 
10.131
 
10/20/10
   
                         
10.10†
 
Change Order No. 5 dated August 17, 2010 between Hoku Corporation and JH Kelly, LLC.
                  *
                         
31.1  
Certification of Chief Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
                  *
                         
31.2  
Certification required of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
                  *
                         
32.1#  
Form 10-K Certification of Chief Executive Officer required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended
 
10-Q
 
000-51458
  32.1  
11/08/10
   
                         
32.2#  
Form 10-K Certification of Chief Financial Officer required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended
 
10-Q
 
000-51458
  32.2  
11/08/10
   
 
Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this Quarterly Report on Form 10-Q/A and have been filed separately with the Securities and Exchange Commission.
 
#
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q/A and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
 
 
 

 
 
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 on  February 18, 2011.
 
HOKU CORPORATION
 
 
 
/s/ DARRYL S. NAKAMOTO
 
Darryl S. Nakamoto
 
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
 

 
 

 

INDEX OF EXHIBITS
 
Exhibit
No.
 
Exhibit Description
 
Form
 
File Number
 
Exhibit
 
Filing
Date
 
Filed
Herewith
                         
10.1  
Credit Agreement, dated  August 16, 2010, between Hoku Corporation and China Merchants Bank Co., Ltd., New York Branch.
 
8-K
 
000-51458
 
10.123
 
8/19/10
   
                         
10.2  
Credit Agreement, dated August 26, 2010, between Hoku Corporation and China Merchants Bank Co., Ltd., New York Branch.
  8-K   000-51458   10.124   8/30/10    
                         
10.3  
Reimbursement Agreement, dated August 26, 2010, between Hoku Corporation and Tianwei New Energy Holdings Co., Ltd.
  8-K  
000-51458
  10.125   8/30/10    
                         
10.4  
Credit Agreement, dated September 16, 2010, between Hoku Corporation and China Merchants Bank Co., Ltd., New York Branch.
  8-K  
000-51458
  10.126   9/17/10    
                         
10.5  
Reimbursement Agreement, dated September 16, 2010, between Hoku Corporation and Tianwei New Energy Holdings Co., Ltd.
  8-K  
000-51458
  10.127   9/17/10    
                         
10.6  
Credit Agreement, dated October 8, 2010, between Hoku Corporation and China Merchants Bank Co., Ltd., New York Branch.
 
8-K
 
000-51458
 
10.128
 
10/12/10
   
                         
10.7  
Reimbursement Agreement, dated October 8, 2010, between Hoku Corporation and Tianwei New Energy Holdings Co., Ltd.
 
8-K
 
000-51458
 
10.129
 
10/12/10
   
                         
10.8  
Credit Agreement, dated October 18, 2010, between Hoku Corporation and China Construction Bank, Singapore Branch.
 
8-K
  000-51458  
10.130
 
10/20/10
   
 
 
 

 
 
10.9  
Reimbursement Agreement, dated October 18, 2010, between Hoku Corporation and Tianwei New Energy Holdings Co., Ltd.
 
8-K
 
000-51458
 
10.131
 
10/20/10
   
                         
10.10†
 
Change Order No. 5 dated August 17, 2010 between Hoku Corporation and JH Kelly, LLC.
                  *
                         
31.1  
Certification of Chief Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
                  *
                         
31.2  
Certification required of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
                  *
                         
32.1#  
Form 10-K Certification of Chief Executive Officer required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended
 
10-Q
 
000-51458
  32.1  
11/08/10
   
                         
32.2#  
Form 10-K Certification of Chief Financial Officer required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended
 
10-Q
 
000-51458
  32.2  
11/08/10
   
 
Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this Quarterly Report on Form 10-Q/A and have been filed separately with the Securities and Exchange Commission.
 
#
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q/A and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.