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EX-99.1 - EX-99.1 - STR HOLDINGS, INC.a14-18892_1ex99d1.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): August 12, 2014

 

STR Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-34529

 

27-1023344

(State or Other Jurisdiction of

 

(Commission File Number)

 

(IRS Employer

Incorporation or Organization)

 

 

 

Identification No.)

 

18 Craftsman Road

 

 

East Windsor, Connecticut

 

06088

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (860) 763-7014

 

 

(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 (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x 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 8.01.                        Other Events.

 

On August 12, 2014, STR Holdings, Inc. (the “Company” or “STR”) delivered a letter to its employees in connection with the previously disclosed proposed transaction with Zhenfa Energy Group Co., Ltd. (the “Transaction”). The letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. With respect to the proposed transaction, such forward-looking statements include, but are not limited to, statements regarding the expected completion of the Transaction, market and growth opportunities, anticipated synergies and other benefits associated with the Transaction and other statements that are not historical fact.

 

These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, but not limited to: the ability of the parties to consummate the Transaction in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Transaction, including the ability to secure any governmental or regulatory approvals in a timely manner or at all, and approval by the stockholders; the possibility of litigation (including related to the transaction itself); the ability to realize synergies from the proposed transaction; the possibility that competing offers may be made; operational challenges in achieving strategic objectives and executing our plans; the risk that markets do not evolve as anticipated; the potential impact of the general economic conditions; and other economic, business and/or competitive factors.  The risks included are not exhaustive.  Other factors that could adversely affect the Transaction and STR’s business and prospects is described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K filed on March 13, 2014 and in subsequent periodic reports on Forms 10-K, 10-Q and 8-K, as well as in the proxy statement to be filed by STR, each of which contain and identify other important factors that could cause actual results to differ materially from those contained in any projections or forward-looking statements.  You are urged to carefully review and consider the disclosure found in the Company’s filings which are available on http://www.sec.gov or http://www.strsolar.com.  The Company undertakes no obligation to publicly update any forward-looking statement contained in this report, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

Additional Information and Where You Can Find It

 

In connection with the proposed transaction, STR intends to file relevant materials with the Securities and Exchange Commission (the “SEC”) and other governmental or regulatory authorities, including a proxy statement.  INVESTORS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PURCHASER, ZHENFA AND THE TRANSACTION.  The proxy statement and certain other relevant materials (when they become available) and any other documents filed by STR with the SEC may be obtained free of charge at the SEC’s website at http://www.sec.gov. In addition, investors may obtain free copies of documents filed with the SEC by contacting STR’s Investor Relations at (860) 763-7014, x7437, or by accessing STR’s investor relations website at www.strsolar.com.  Investors are urged to read the proxy statement and information statement and other relevant materials when they become available before making any voting or investment decision with respect to the transaction.

 

Participants in the Solicitation

 

STR and its executive officers and directors may be deemed to be participating in the solicitation of proxies in connection with the Transaction.  Information about the executive officers and directors of STR and the number of shares of STR’s common stock beneficially owned by such persons is set forth in the proxy statement for STR’s 2014 annual meeting of stockholders which was filed with the SEC on April 1, 2014.  Investors may obtain additional information regarding the direct and indirect interests of STR and its executive officers and directors in the Transaction by reading the proxy statement regarding the Transaction when it becomes available.

 

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ITEM 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

 

Description

99.1

 

Letter from Robert Yorgensen to the employees of the Company, dated August 12, 2014

 

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SIGNATURE

 

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.

 

 

STR Holdings, Inc.

 

 

Date: August 12, 2014

By:

/s/ Alan N. Forman

 

 

Alan N. Forman

 

 

Senior Vice President and General Counsel

 

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EXHIBIT INDEX

 

Exhibit
No.

 

Description

99.1

 

Letter from Robert Yorgensen to the employees of the Company, dated August 12, 2014.

 

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