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EX-99.1 - EXHIBIT 99.1 - EVERGREEN SOLAR INCv238844_ex99-1.htm
 
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
 
October 31, 2011
Date of Report (date of earliest event reported)
 
EVERGREEN SOLAR, INC.
(Exact name of Registrant as specified in its charter)
 
         
Delaware
 
000-31687
 
04-3242254
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification Number)
 
138 Bartlett Street
Marlboro, Massachusetts 01752
(Address of principal executive offices)
 
(508) 357-2221
(Registrant’s telephone number, including area code)
 
 
(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 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))
 
 
 

 

Item 7.01 Regulation FD Disclosure.

As previously disclosed, on August 15, 2011, Evergreen Solar, Inc. (the “Company”) filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), Case No. 11-12590.

On October 31, 2011, the Company filed its monthly operating report for the period from August 28, 2011 to October 1, 2011 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

Cautionary Statement Regarding Financial Operating Data

The Company cautions investors and potential investors not to place undue reliance on the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not prepared in accordance with Generally Accepted Accounting Principles in the United States, has not been audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter than or otherwise different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934 (the “Securities Exchange Act”), and such information may not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Securities Exchange Act. Information set forth in the Monthly Operating Report should not be viewed as indicative of future results.
 
Cautionary Statement Regarding Common Stock
 
The Company’s shareholders are cautioned that trading in shares of the Company’s common stock during the pendency of the bankruptcy proceedings will be highly speculative and will pose substantial risks. The Company expects that the currently outstanding shares of its common stock will be cancelled and extinguished upon confirmation of a restructuring plan by the Bankruptcy Court. In such an event, the Company’s shareholders will not be entitled to receive or retain any cash, securities or other property on account of their cancelled shares of common stock. As a result, the Company expects that its currently outstanding common stock has no value. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s bankruptcy proceedings. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.
 
 
 

 

Item 9.01 Financial Statements and Exhibits
(d)
 
Exhibits
     
Exhibit Number
 
Description
     
99.1
 
Monthly Operating Report for the period from August 28, 2011 to October 1, 2011, filed with the United States Bankruptcy Court for the District of Delaware

 
 

 
 
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 hereunto duly authorized.
 
 
 
Evergreen Solar, Inc.
 
       
 
By:
/s/ Christian M. Ehrbar  
  Name:  Christian M. Ehrbar  
  Title: Vice President, General Counsel and Corporate Secretary
       
Dated: November 2, 2011

 
 

 
 
EXHIBIT INDEX
 
Exhibit Number
 
Description
     
99.1
 
Monthly Operating Report for the period from August 28, 2011 to October 1, 2011, filed with the United States Bankruptcy Court for the District of Delaware