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EX-99.1 - SUNEDISON, INC.v212401_ex99-1.htm
EX-99.2 - SUNEDISON, INC.v212401_ex99-2.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):  February 23, 2011
 
 
MEMC Electronic Materials, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
Delaware
(State or other jurisdiction of
Incorporation)
 
1-13828
(Commission File Number)
 
56-1505767
(I.R.S. Employer
Identification Number)

501 Pearl Drive (City of O'Fallon)
St. Peters, Missouri
 (Address of principal executive offices)
 
63376
(Zip Code)

 
(636) 474-5000
(Registrant's telephone number, including area code)
 
     
     
 
Not Applicable
(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 provision (see General Instruction A.2 below):
 
 
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 7.01. 
Regulation FD Disclosure.

On February 24, 2011, MEMC Electronic Materials, Inc. (the “Company”) will make presentations to investors, disclosing the information contained in the slides furnished as Exhibit 99.1 included herewith.
 
Item 8.01. 
Other Events.
 
On February 23, 2011, the Company issued a press release announcing a proposed private offering of $500 million of senior notes to qualified institutional buyers pursuant to Rule 144A and outside the United States to non-U.S. persons in reliance on Regulation S promulgated under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.2 hereto.
 
Item 9.01. 
Financial Statements and Exhibits.
 
(d) Exhibits 
Item

 
99.1 
Slides to be used in investor presentations on February 24, 2011, furnished with this Report on Form 8-K

 
99.2 
Press release dated February 23, 2011
 
 
 
 
 
 

 

 
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.
 
 
  
MEMC ELECTRONIC MATERIALS, INC.
       
       
Date: February 23, 2011
By:
/s/ Bradley D. Kohn
 
 
Name: Bradley D. Kohn
 
 
Title: Senior Vice President, General Counsel and Corporate Secretary
 
 
 
 
 
 
 

 
 
Exhibit Index

 
Number
Item

 
99.1 
Slides to be used in investor presentations on February 24, 2011, furnished with this Report on Form 8-K

 
99.2 
Press release dated February 23, 2011