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): October 6, 2009
(Exact name of registrant as specified in its charter)
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| California | | 000-50142 | | 20-4956638 |
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(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification
No.) |
1115 Orlando Avenue
Roseville, California 95661-5247
(Address and telephone number of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
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)
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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Private Placement
As previously reported on September 23, 2009, Solar Power, Inc. (“Solar Power” or the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) in connection with a private placement of its securities to certain institutional and accredited investors for aggregate gross proceeds of approximately $12,077,000, before placement agent fees and offering expenses of approximately $845,390 (the “Initial Closing”). At the Initial Closing, the purchasers purchased an aggregate of 12,077,000 shares of Common Stock of the Company (“Common Shares”) at a price of $1.00 per share. A second closing under the Purchase Agreement occurred on October 5, 2009 at which time certain institutional and accredited investors purchased an aggregate of 2,000,000 shares of Common Stock for aggregate gross proceeds of approximately $2 million, before placement agent fees and offering expenses of approximately $140,000. Deutsche Bank Securities Inc. (“DBSI”) served as the exclusive placement agent for the transaction.
Pursuant to the Purchase Agreement, the Company is obligated to file a registration statement with the Securities and Exchange Commission within 30 days following the last closing of the sale of Common Shares, covering the resale of those shares by the purchasers. Each of the Company and the purchasers has agreed to indemnify the other party and certain affiliates against certain liability related to the registration statement.
The foregoing summary of the terms and conditions of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, attached as an Exhibit to the Company’s Current Report on Form 8-K filed on September 23, 2009, and which is hereby incorporated herein by reference.
Item 3.02 Recent Sales of Unregistered Securities
See Item 1.01 above, which disclosures are incorporated herein by reference. The issuance of Common Shares was completed in accordance with the exemption provided by Rule 506 of Regulation D of the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). Each of the purchasers represented that it is an accredited investor, as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits.
99.1 Press Release
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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.
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| | SOLAR POWER, INC.
a California Corporation
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| Dated: October 6, 2009 | /s/ Alan M. Lefko | |
| | Alan M. Lefko | |
| | Vice President of Finance and Secretary | |
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