- Current report filing (8-K)
23 Junho 2009 - 11:28AM
Edgar (US Regulatory)
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):
June 17,
2009
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SOLAR
THIN FILMS, 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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000-19404
(Commission
File Number)
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95-4359228
(IRS
Employer Identification No.)
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25 Highland Blvd., Dix Hills,
New York 11746
Telephone
No.: (516) 417-8454
(Address
and telephone number of Registrant's principal
executive
offices and principal place of
business)
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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
provisions (see General Instruction A.2. below):
ྎ 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
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement.
As previously reported by Solar Thin
Films, Inc. (the “
Company
”) in its
Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “
SEC
”) on
June 20, 2006, and as updated in subsequent periodic filings with the SEC, on
June 14, 2006 the Company entered into a financing arrangement with several
investors (the "
Investors
") pursuant
to which it sold $6,000,000 in senior secured convertible notes (the "
Notes
") due June 14,
2009 (the “
Maturity
Date
”) and Series A through Series D warrants to purchase an aggregate of
12,000,000 shares of common stock at exercise prices of $2.00, $2.20, $3.00 and
$3.30, respectively, until June 14, 2009. The Company granted the
Investors a first priority security interest in all of its assets. In addition,
the Company pledged 100% of the shares (the “
Pledged Shares
”) held
in its wholly owned subsidiary, Kraft Elektronikai Zrt (“
Kraft
”), as
collateral to the Investors.
As
of June 17, 2009, there is approximately $1,165,000 principal amount of Notes
outstanding. However, as a result of an event of default which occurred on June
17, 2009, the Investors may seek a redemption premium equal to 125% of the
outstanding principal amount. As of the date of this Current Report,
one June 2006 Investor has submitted an event of default redemption notice to
the Company seeking payment of $153,750.
The
Company has been actively and diligently engaging in negotiations with the
Investors in order to reach an amicable resolution, including, without
limitation, entering into extension, forbearance or other agreements, which the
Company anticipates completing in July 2009. In addition, the Company has been
actively seeking sources of financing in order to repay the outstanding debt
owed to the Investors. Notwithstanding the foregoing, there can be no assurance
that the Company will enter into definitive agreements to consummate either of
the transactions described above. If the Company is unable to enter
into extension, forbearance or other agreements with the Investors, or is unable
to obtain financing on terms acceptable to the Company in order to repay the
outstanding debt owed to the Investors, the Investors may elect to exercise
their first priority security interest in all of the assets of the Company, as
well as sell, transfer or assign the Pledged Shares. In such event,
the Company may be required to cease operations and/or seek protection from its
creditors under the Federal Bankruptcy Act
.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of
businesses acquired
.
Not applicable.
(b)
Pro forma financial
information
.
Not applicable.
(c)
Shell company
transactions
.
Not applicable.
(d)
Exhibits
.
None.
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.
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SOLAR
THIN FILMS, INC.
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Date: June
23, 2009
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By:
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/s/
Robert M.
Rubin
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Robert
M. Rubin
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Chief
Executive Officer
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