SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 31, 1996
THE NEW WORLD POWER CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-18260 52-1659436
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
The Farmhouse, 558 Lime Rock Road, 06039
Lime Rock, Connecticut
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (860) 435-4000
Exhibit Index is on page 3
Total number of pages including exhibits is 217.
ITEM 5. OTHER EVENTS
On May 31, 1996, The New World Power Corporation (the
"Registrant") closed a series of agreements with its lenders to restructure
certain of its debt obligations. The Registrant entered into a Forbearance,
Warrant Exchange, Note Conversion and Amendatory Agreement (the "Agreement"),
dated as of March 1, 1996, among The Sundial International Fund Limited
("Sundial"), the Registrant, The New World Power Company Limited ("NWP Ltd."),
and Wolverine Power Corporation ("Wolverine") regarding the Registrant's 0%
Senior Secured Note in the amount of $550,000, dated December 20, 1995 and due
March 31, 1996 issued by NWP Ltd. to Sundial (the "Senior Secured Note") and the
Wolverine Power Corporation First Mortgage Note in the outstanding principal
amount as of March 1, 1996 of $3,434,692, dated December 31, 1992, issued by
Wolverine to the Registrant and assigned by the Registrant to Sundial (the
"Wolverine Note" and together with the Senior Secured Note, the "Notes").
Pursuant to the terms of the Agreement, the maturity of the Senior Secured Note
was extended to December 1, 1996 and the maturities of certain installments of
the Wolverine Note were extended. Also pursuant to the Agreements certain
warrants of which Sundial is the owner or the agent for the owners have been
re-priced from exercise prices ranging from $7.50 to $15.00 per share to an
exercise of $1.75 per share. Also pursuant to the Agreement, Sundial has been
given an option to exchange the Notes for certain Exchange Notes to be issued by
the Registrant. The Registrant is required also to effect certain asset sales
and offer to redeem the Notes with the proceeds from such sales. Sundial also
received additional security from the Registrant in connection with the
Agreement.
The Registrant also entered into Amendment No. 3 to Note and
Warrant Purchase Agreement, and Modification of Letter Agreement, dated as of
March 1, 1996 by and between NWP Corp. and each of the Purchasers thereto
whereby the Registrant and the Purchasers agreed to modify certain of the terms
of the Note and Warrant Purchase Agreement, dated as August 15, 1995, amended by
Amendment No. 1 to Note and Warrant Purchase Agreement dated as of October 13,
1995 by and between the Registrant and the Purchasers and by Amendment No. 2 to
Note and Warrant Purchase Agreement ("Amendment No. 2") dated as February 29,
1996 by and between the Registrant and the Purchasers.
On June 3, 1996, the Registrant issued a Press Release
announcing that it had restructured certain of its indebtedness with its lenders
and outlining the terms thereof. On May 16, 1996, the Registrant received a
letter from the Nasdaq Stock Market Inc. ("Nasdaq") informing the Registrant
that Nasdaq had decided to deny the Registrant's request for continued listing
on the Nasdaq National Market. The Registrant is appealing the Nasdaq's decision
and a hearing is scheduled for June 6, 1996.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
EXHIBIT DOCUMENT
INDEX
(10.1) Forbearance, Warrant Exchange, Note Conversion
and Amendatory Agreement, dated as of March 1,
1996, among The Sundial International Fund
Limited ("Sundial"), New World Power
Corporation ("NWP Corp."), The New World Power
Company Limited ("NWP Ltd."), and Wolverine
Power Corporation ("Wolverine") including the
following Exhibits: Resolutions of Directors
and/or Shareholders of NWP Corp., NWP Ltd. and
Wolverine; Form of New Warrant; Form of New
NWP Ltd. Note; Form of Amended Wolverine Note;
Form of Amended Wolverine Mortgage and
Security Agreement Covering Real Property
located in Gladwin County, Michigan; Form of
Amended Wolverine Mortgage and Security
Agreement Covering Real Property located in
Midland County, Michigan; Form of Amended
Support and Pledge Agreement; Form of Amended
Guarantee; Form of Amended Charge; Form of
Exchange Note; Form of Registration Rights
Agreement; and Form of NWP Ltd.
(10.2) Amendment No. 3 to Note and Warrant Purchase
Agreement, and Modification of Letter
Agreement, dated as of March 1, 1996 by and
between NWP Corp. and the Purchasers thereto
and Fleming & Co., Ltd as agent for the
purchasers ("Fleming")
(10.3) Intercreditor Agreement, dated as of March 1,
1996 by and between NWP Corp., Sundial and
Fleming
(20) Press Release of NWP Corp., dated June 3, 1996
(99) Letter, dated May 16, 1996, from The Nasdaq
Stock Market, Inc. to NWP Corp. denying NWP
Corp.'s request for continued listing on the
Nasdaq National Market
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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.
THE NEW WORLD POWER CORPORATION
By: /s/ George Petrenko
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George Petrenko
Chief Executive Officer
DATE: June 3, 1996
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