- Current report filing (8-K)
16 Julho 2009 - 12:21PM
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
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Date
of Report (Date of earliest event reported):
July 16,
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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001-13549
(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
1.01 Entry into a Material Definitive Agreement.
On July 16, 2009, Solar Thin Films,
Inc. (the “
Company
”) consummated an Agreement and Plan of
Merger dated as of June 30, 2009 (the “
Agreement
”) with Solar Thin Power, Inc., a
majority owned subsidiary of the Company (“
Solar Thin
Power
”), and the
shareholders owning a majority of the issued and outstanding shares of Solar
Thin Power pursuant to which Solar Thin Power was merged with and into the
Company (the “
Merger
”). Following the
consummation of the Merger, Solar Thin Power will be operated as a division of
the Company and will seek to facilitate power projects and joint ventures
designed to provide solar electricity using thin film a-Si solar
modules.
Under the terms of the
Merger:
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·
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the
shareholders of Solar Thin Power, other than the Company, will receive an
aggregate of 32,105,000 shares of Company common stock, or one and
one-half shares of Company common stock for each share of Solar Thin Power
common stock owned by them;
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·
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each
full share of Solar Thin Power common stock that is issuable upon exercise
of any Solar Thin Power warrants as at the effective time of the Merger
will be converted into and exchanged for the right to purchase or receive
one
full
share
of Company common stock upon exercise
of such Solar Thin Power warrants;
and
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·
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all
of the 43,000,000 shares of Solar Thin Power common stock owned by the
Company will be cancelled.
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Item 2.01 Completion of Acquisition
or Disposition of Assets.
The disclosure set forth in Item 1.01
to this Current Report is incorporated into this item by reference.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of
businesses acquired
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Not applicable.
(b)
Pro forma financial
information
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Not applicable.
(c)
Shell company
transactions
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Not applicable.
(d)
Exhibits
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Exhibit
Number
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Description
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2.1
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Agreement
and Plan of Merger dated as of June 30, 2009 by and among Solar Thin
Films, Inc., Solar Thin Power, Inc. and the shareholders of Solar Thin
Power, Inc.
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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: July
16, 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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Silverton Energy (PK) (USOTC:SLTN)
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