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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): February 15,
2011
MEMC
Electronic Materials, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
(State
or other jurisdiction of
Incorporation)
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1-13828
(Commission
File Number)
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56-1505767
(I.R.S.
Employer
Identification
Number)
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501
Pearl Drive (City of O'Fallon)
St.
Peters, Missouri
(Address
of principal executive offices)
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63376
(Zip
Code)
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(636)
474-5000
(Registrant's
telephone number, including area code)
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Not
Applicable
(Former
name or former address, if changed since last report)
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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 provision (see
General Instruction A.2 below):
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[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On
February 15, 2011, MEMC Singapore Pte. Ltd., a wholly-owned indirect subsidiary
of MEMC Electronic Materials, Inc. (“MEMC”), entered into a joint venture
agreement (the “Joint Venture Agreement”) with Samsung Fine Chemicals Co. Ltd.,
a company organized under the laws of Korea (“SFC”), reflecting the parties’
agreement to form a joint venture company (the “JVC”) in Korea. The
JVC will produce high purity polysilicon in Ulsan, South Korea.
At the
closing (the “Closing”), which is subject to customary conditions including the
receipt of governmental approvals, each of SFC and MEMC will hold a 50%
ownership interest in the JVC. Each of MEMC and SFC will be prohibited from
transferring any of the JVC shares held by them, except to their respective
affiliates, for a period of five years from the closing.
The Joint
Venture Agreement provides for both equity and debt financing components. The
parties will contribute some funds at Closing and will contribute additional
amounts over time so that the total cash contributions made by each party is
approximately $175 million in the aggregate. The JVC has the responsibility to
secure additional funds required for the construction of the initial Plant
through debt financing.
Under the
terms of the Joint Venture Agreement, the JVC will have a six-person board of
directors, with each of MEMC and SFC having the right to nominate three director
representatives, each for a three-year term. SFC will also have the right to
nominate the Chief Executive Officer and Vice President of Human Resources and
MEMC will have the right to nominate the Chief Financial Officer and Chief
Technology Officer of the JVC. Certain actions of the JVC require simple
majority approval, and certain other fundamental actions will require consent of
at least 2/3 of the JVC shares outstanding. In addition, the Joint Venture
Agreement provides a mechanism for resolving any “deadlock”, and specified
remedies upon any events of default arising from, among other things, material
breaches of the Joint Venture Agreement.
During
the term of the Joint Venture Agreement, MEMC and SFC have each granted the
other party a right of first refusal to participate in the establishment of any
additional polysilicon manufacturing plant planned by either party in Korea.
The Joint
Venture Agreement continues until the JVC is terminated. If the Closing does not
occur by April 30, 2011, either party may terminate the Joint Venture
Agreement.
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.
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MEMC ELECTRONIC MATERIALS,
INC.
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Date:
February 21, 2011
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By:
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/s/ Bradley D. Kohn | |
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Name:
Bradley D. Kohn
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Title:
Senior Vice President, General Counsel and Corporate
Secretary
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