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I would like to get my 20 thousand dollars back ICP solar scammed out of me Just before being bought out and closed up
ICP Solar Announces Tejas Solares Agreement and New Office in Madrid
Monday December 18, 8:00 am ET
New European Office and Spanish Letter of Intent Paves the Way for Expansion in Europe
MONTREAL--(BUSINESS WIRE)--ICP Solar Technologies Inc. (OTCBB: ICPR - News), a developer, manufacturer and marketer of solar cells and products, announced today that they have signed an agreement to begin supplying solar energy solutions worth up to EUR 15 million annually to Tejas Solares, a leading residential solar system developer. To support their expansion in the Europe, Middle East, African and Asia-Pacific markets, ICP is opening its EMEA - PAC offices in Madrid, effective immediately.
Under the terms of the binding letter of intent, ICP Solar will provide a new kind of solar tile specifically designed for Spanish home models, currently under development, to Tejas Solares. In return, Tejas Solares will commit to using ICP's innovative solution in at least 2000 homes annually on the Spanish market.
ICP's new Madrid office, located at Avenida de La Vega 1, Edificio Veganova in Alcobendas, will support this and all other contracts for European, Middle Eastern and Asia-Pacific (EMEA-PAC) clients. Serving these strong solar markets, the Spanish office will be perfectly placed to bring ICP Solar's innovative designs to Consumer, OEM and Building Integrated Solar Materials channels throughout the region.
"Tejas Solares is constantly looking for innovative solutions to satisfy the demanding requirements of the Spanish real estate market with regards to solar energy. To accomplish this goal, we are partnering with ICP Solar Technologies," said Camilo Menendez, President of Tejas Solares. "Together, our two companies have a deep knowledge of both the real estate and solar arenas. This alliance will produce a unique offering in the marketplace, with emphasis on quality and innovation."
With nearly two decades experience in the solar industry, ICP has developed solar products to fit a wide variety of applications. RV, automotive and boating customers enjoy the cost-efficiency of solar power as their backup or main source for recreational needs. Equally, home customers have the choice of traditional solar panels or innovative solar tiles, which have the same ease of installation and aesthetic appeal of traditional tiles.
"ICP Solar has invested years of research into its proprietary solar rooftop solutions and is proud to announce this partnership with one of the leading residential solar system developers in Spain. Tejas Solares brings years of real estate development knowledge to our team, permitting us to adjust our technologies to suit the consumer and market requirements, as never before seen," said Manuel Gomez, Managing Director for EMEA-PAC, ICP Solar. "Our integrated solutions will provide customers with aesthetically-pleasing, easy-to-install solar roof systems which permit consumers to earn payback under the Spanish renewable energy laws more quickly than any other system on the market today."
About Tejas Solares
Tejas Solares is a Spain-based company focused on providing solar solutions for the real estate and construction business. Tejas Solares professionals and management team bring 20 years experience in the engineering, legal, banking and real estate businesses representing a unique offering. The current legal framework with regards to solar technologies and Tejas Solares real estate partners positions the company in a leading position in the Spanish solar marketplace.
About ICP Solar
ICP Solar is a developer, manufacturer and marketer of solar cells and solar cell based products and building materials. Through the application of next-generation technologies and use of proprietary intellectual design, the Company aims to be the industry's innovation leader. For the past 18 years ICP Solar has led the consumer market through innovation and has now begun to apply that same philosophy to the OEM, rooftop and power generation segments of the solar industry.
ICP Solar's management has over 50 years of experience in the solar energy sector. The company currently counts over 55 team members, with headquarters located in Montreal, Canada, and additional locations in the United Kingdom, Spain, USA, Ireland and France. Corporate information may be found at www.icpsolar.com.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements herein include, but are not limited to, the expected expansion of our solar solutions into Europe Middle East, Asia and Africa. Our actual results may differ materially from those implied in these forward-looking statements as a result of many factors, including, but not limited to, overall industry environment, customer acceptance of our products, delay in the introduction of new products, further approvals of regulatory authorities, adverse court rulings, production and/or quality control problems, the denial, suspension or revocation of permits or licenses by regulatory or governmental authorities, termination or non-renewal of customer contracts, competitive pressures and general economic conditions, and our financial condition. These and other risks and uncertainties are described in more detail in our most recent SB-2 filing with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. We undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur, except as required by applicable laws, and you are urged to review and consider disclosures that we make in the reports that we file with the Securities and Exchange Commission that discuss other factors germane to our business.
Contact:
Ricochet Public Relations
Michael Matkin, 212-679-3300 x117
mmatkin@ricochetpr.com
Source: ICP Solar Technologies Inc.
ICP Solar Announces New NASDAQ Ticker Symbol, ICPR, and Two New Board Members
Wednesday December 6, 9:59 am ET
Symbol Change and Board Additions Reflect New Growth Strategy
MONTREAL--(BUSINESS WIRE)--ICP Solar Technologies Inc., a developer, manufacturer and marketer of solar cells and products, announced today that its NASDAQ OTC symbol, ICPR, is effective immediately. The ticker symbol unveiling follows the first Board of Directors meeting held December 4, 2006.
Shortly prior to its first meeting, the Board of Directors was expanded to accommodate two new members. Dave McDowell, former Senior Vice President of Qualcomm and Paul Maycock, Chairman of the Board of the Solar Electric Light Fund were both recently asked to join the leadership of ICP Solar.
"Dave and Paul have shown themselves to be not only experienced business leaders, but also deeply invested in pursuing green technologies," Sass M. Peress, CEO of ICP Solar Technologies said. "Their insight and direction will help guide our management team towards sustainable growth strategies in a marketplace which is now evolving at record pace."
Dave McDowell has a record of working passionately with environmental businesses, remaining an active angel investor and a sought-after strategic advisor to green technology companies. He began his career with IBM, eventually leaving to become President of Novatel and later JRC North America. During his six-year tenure at Qualcomm as Senior Vice President of Global Sales and Marketing, he grew the company from a start-up to a corporation grossing $3 billion in annual sales prior to assuming responsibility for their global mergers and acquisitions as Senior Vice President, Business Strategy.
Paul Maycock has also joined the ICP Solar Board of Directors, and has served on numerous Boards of successful energy companies and organizations. He began his thirty-year career as the Director of the Photovoltaics Energy Systems Division for the US Department of Energy and also spent 11 years at Texas Instruments in a variety of strategic planning positions. He currently serves as Chairman of the Board of the non-profit Solar Electric Light Fund, which has installed over 5,000 photovoltaic systems in the developing world. As president of Photovoltaic Energy Systems, the leading PV market research firm, his monthly newsletter, PV News, goes to readers in 58 countries.
About ICP Solar
ICP Solar is a developer, manufacturer and marketer of solar cells, and solar cell based products and building materials. Through the application of next-generation technologies and use of proprietary intellectual design, the Company aims to be the industry's innovation leader. For the past 18 years ICP Solar has led the consumer market through innovation, and has now begun to apply that same philosophy to the OEM, rooftop and power generation segments of the solar industry.
ICP Solar is expanding its geographic focus with greater intensity in Europe and Asia-Pacific, and concerted efforts to gain retail market share in North America. Through partnerships with premier accounts such as West Marine®, Amazon.com(TM), Wal-Mart®, Conrad Electronics(TM) (Germany), LeRoy Merlin (France), Dick Smith Electronics (Australia), Costco®, and with its exclusive Coleman® branding license, ICP Solar's strategic plan calls for significant market expansion through these retail partners. It is also particularly focused on developing innovative rooftop solutions for the Californian and Spanish solar market, based on its patented thin film designs, as well as OEM automotive solutions for current customers such as Volkswagen and Winnebago.
ICP Solar's management has over 50 years of experience in the solar energy sector. The company currently counts over 55 team members, with headquarters located in Montreal, Canada, and additional locations in the United Kingdom, USA, Ireland and France. Corporate information may be found www.icpsolar.com
Contact:
Ricochet Public Relations
Michael Matkin, 212-679-3300 x117
mmatkin@ricochetpr.com
Source: ICP Solar Technologies Inc.
Form 8-K for FC FINANCIAL SERVICES INC
30-Nov-2006
Change in Directors or Principal Officers
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS
Effective November 30, 2006, the following individuals were appointed as Directors of the Company: (i) Paul Maycock was appointed as Director, and (ii) David McDowell was appointed as Director. The appointments of Mr. McDowell and Mr. Maycock as directors were effected pursuant to a resolution of the Company's Board of Directors adopted on November 30, 2006.
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.
FC FINANCIAL SERVICES INC.
Date: November 30, 2006
By: /s/ Sass Peress
SASS PERESS
Form 8-K for FC FINANCIAL SERVICES INC
31-Oct-2006
Changes in Registrant's Certfying Accountant, Financial Statements and
Item 4.01. Change in Registrant's Certifying Accountant
On October 27, 2006, our Board of Directors determined that we would change our certifying accountant and auditor to RSM Richter LLP, of Montreal, Quebec, Canada. On October 27, 2006, we orally notified and dismissed our prior auditor, Manning Elliott LLP, Chartered Accountants, of Vancouver, British Columbia, Canada. On October 27, 2006, the Board of Directors approved the engagement of RSM Richter LLP to serve as auditors for our financial statements for the year ended November 30, 2006.
The Manning Elliott LLP report on our financial statements for each of the fiscal years ended November 30, 2004 and 2005 did not contain any adverse opinion or disclaimer of opinions, and were not modified as to uncertainty, audit scope or accounting principles, other than an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern.
Neither we nor anyone on our behalf consulted with RSM Richter LLP with respect to any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B, during our fiscal years ended November 30, 2004 or 2005 or during the subsequent interim period preceding the dismissal of Manning Elliott LLP.
None of the reportable events listed in Item 304(a)(1)(iv)(B) of Regulation S-B occurred with respect to our fiscal years ended November 30, 2004 and 2005 or the subsequent interim period preceding the dismissal of Manning Elliott LLP .
At no time during our fiscal years ended November 30, 2004 and 2005, or during the subsequent interim period, preceding the dismissal of Manning Elliott LLP, were there any disagreements with Manning Elliott LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Any such disagreements, if not resolved to the satisfaction of Manning Elliott LLP, would have caused Manning Elliott LLP to reference the subject matter of the disagreements in its reports on our financial statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
No.
Exhibit Letter from Manning Elliott LLP, Chartered Accountants, of Vancouver,
16.1 British Columbia, Canada to the Securities and Exchange Commission dated October 30, 2006.
Form 10QSB for FC FINANCIAL SERVICES INC
23-Oct-2006
Quarterly Report
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD-LOOKING STATEMENTS
The information in this discussion contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks discussed below, and, from time to time, in other reports we file with the United States Securities and Exchange Commission (the "SEC"), including our Annual Report on Form 10-KSB for the year ended November 30, 2005 and our Current Reports on Form 8-K.
INTRODUCTION
We were incorporated in the State of Nevada on November 19, 2003. Prior to completing the acquisition of ICP Solar Technologies Inc. ("ICP"), we were in the business of providing indirect financing of installment contracts for automobile purchases and leases. On September 29, 2006 we acquired through our wholly owned subsidiary all of the issued and outstanding shares of ICP. ICP is a company engaged in the manufacturing, distribution and marketing of solar panel based products. In order to focus our resources on developing ICP's technology and business, we no longer intend to proceed with automobile financing business activities.
We have not earned any revenues to date. Following the completion of our acquisition of ICP, our business plan is to focus on the development, manufacturing and marketing of the solar power products developed by ICP. ICP manufactures, markets, and sells solar panel based products to the consumer goods, Original Equipment Manufacturers ("OEM") and integrated building materials markets through its distribution channels in over 100 countries. We intend to increase our addressable markets, boost sales and solidify our brand through strategic partnerships with best practice distribution partners worldwide. Strategic partnerships for both distribution channel and technology are expected to be key drivers of our expansion plans, as well as web-enabled internal processes for real time accuracy and reporting.
RECENT CORPORATE DEVELOPMENTS
Since the completion of our last fiscal quarter ended May 31, 2006, we have experienced the following significant corporate developments:
1. On September 29, 2006, we entered into a share purchase agreement (the "Share Purchase Agreement") among ICP Solar Technologies Inc. ("ICP"), Sass Peress, the Peress Family Trust, the Sass Peress Family Trust, Eastern Liquidity Partners Ltd., Arlene Ades, and Joel Cohen (collectively the "ICP Stockholders") Taras Chebountchak and Orit Stolyar (together the "FC Principals"), and 1260491 Alberta Inc., our wholly owned subsidiary ("Exchangeco"). Under the terms of the Share Purchase Agreement we acquired, through our wholly owned subsidiary Exchangeco, all of the outstanding shares of ICP. Closing of the acquisition took place on September 29, 2006, see "Share Purchase Agreement, below. On the Closing Date our wholly owned subsidiary Exchangeco issued the following Exchangeable Shares which are convertible into shares of FC:
Name of Stockholder Number and Class of Shares
Eastern Liquidity Partners Ltd. 301,497 Class A Exchangeable Shares
The Sass Peress Family Trust 440,529 Class A Exchangeable Shares
The Peress Family Trust 6,626,787 Class A Exchangeable Shares
Sass Peress 11,222,995 Class A Exchangeable Shares
Arlene Ades 879,706 Class A Exchangeable Shares
Joel Cohen 529,486 Class A Exchangeable Shares
2. Also on September 29, 2006, as a condition of closing of the transactions contemplated in the Share Purchase Agreement FC and the FC Principals entered into the Exchange and Voting Trust Agreement (the "Voting Trust Agreement") with the ICP Stockholders and the Trustee on September 29, 2006. Pursuant to the terms of the Voting Trust Agreement the FC Principals agreed to deposit with the Trustee 20,000,000 shares of the common stock of FC held by them (the "Trust Shares") for the purpose of creating a voting trust for the benefit of the ICP Stockholders. As a further condition of closing of the transactions contemplated in the Share Purchase Agreement FC and the FC Principals entered into the Exchangeable Share Support Agreement (the "Support Agreement") with the Trustee and the ICP Stockholders on September 29, 2006, setting out certain additional terms and conditions of the Trust Shares deposited with the Trustee, see ""Exchangeable Share Support Agreement" and "Exchange and Voting Trust Agreement", below.
3. Also on September 29, 2006, in connection with our entry into the Share Purchase Agreement, Taras Chebountchak and Orit Stolyar submitted for cancellation 4,222,750 of the FC shares held by them and transferred 20,000,000 of the FC shares held by them to the Trustee under the terms of the Voting Trust Agreement.
4. On September 1, 2006, we amended and restated our bylaws. The amendment to the bylaws was for the purpose of updating and removing certain outdated and redundant provisions that existed in our prior bylaws. The changes that were made in the amended bylaws encompass among other things the following: (i) expanded provisions with respect to shareholders' meetings including reduction of quorum requirements and amendments to actions by majority stockholder consent; (ii) amendments to corporate governance and committees, and directors' meetings; (iii) expanded provisions with respect to officers and their duties; (iv) changes to provisions with respect to share certificates; (v) the addition of certain dividend provisions; and (vi) addition of notice provisions and other provisions.
5. In June, 2006, our board of directors approved an offering to investors (the "Note Offering") of up to 3,000 units at a price of $1,000 US per unit for gross proceeds of up to $3,000,000 pursuant to Regulation S of the Securities Act of 1933, with each Unit consisting of one 8% Convertible Note in the principal amount of $1,000 US, and one thousand share purchase warrants (the "Warrants"), with each Warrant entitling the holder thereof to purchase one additional share of our common stock for a period of 18 months following the closing of the Note Offering. On July 11, 2006, we completed the issuance of 2,500 units for gross proceeds of $2,500,000 to three subscribers pursuant to Regulation S of the Securities Act of 1933. See "Unregistered Sales Of Equity Securities And Use Of Proceeds", below.
6. In May, 2006, our board of directors approved an offering (the "Offering") of up to 5,000,000 units at $1.00 per unit for gross proceeds of up to $5,000,000, with each unit consisting of one share and one share purchase warrant entitling the holder to purchase one share of our common stock at a price of $1.00 per share exercisable eighteen months from the date of the issuance. On May 15, 2006, we completed the issuance of 1,000,000 units for gross proceeds of $1,000,000 in connection with the Offering to a subscriber pursuant to Regulation S of the Securities Act of 1933. On July 11, 2006, we completed the issuance of 1,500,000 units for gross proceeds of $1,500,000 to four subscribers pursuant to Regulation S of the Securities Act of 1933. See "Unregistered Sales Of Equity Securities And Use Of Proceeds", below.
7. On May 16, 2006, FC entered into a loan agreement (the "Loan Agreement") with ICP pursuant to which FC loaned to ICP US$1,000,000 (the "Loan"). The Loan was evidenced by a promissory note executed by ICP on May 16, 2006. Pursuant to FC's entry into the Loan Agreement with ICP, on May 16, 2006, FC entered into a Share Pledge Agreement with the ICP Stockholders and received a guarantee from the ICP Stockholders pursuant to a Guarantee Agreement dated May 16, 2006. On July 4, 2006 FC entered into an amendment to its loan agreement (the "Amended Loan Agreement") with ICP. Pursuant to the terms of the Amended Loan Agreement FC increased the principal amount of the Loan to $1,500,000. In connection with FC's entry into the Amended Loan Agreement with ICP, the corresponding amendments were made to the terms of the limited course guarantee (the "Guarantee") granted in favor of FC by Sass Peress, Peress Family Trust, Arlene Ades and Joel Cohen on May 16, 2006. The Loan was repaid by ICP on September 29, 2006 following the closing of the acquisition of ICP by FC.
Share Purchase Agreement
On September 29, 2006, we entered into a share purchase agreement (the "Share Purchase Agreement") among ICP Solar Technologies Inc. ("ICP"), Sass Peress, the Peress Family Trust, the Sass Peress Family Trust, Eastern Liquidity Partners Ltd., Arlene Ades, and Joel Cohen (collectively the "ICP Stockholders") Taras Chebountchak and Orit Stolyar (together the "FC Principals"), and 1260491 Alberta Inc., our wholly owned subsidiary ("Exchangeco"). Under the terms of the Share Purchase Agreement we acquired, through our wholly owned subsidiary Exchangeco, all of the outstanding shares of ICP. Closing of the Share Purchase Agreement was subject to the following terms and conditions:
(a) The ICP Stockholders agreed to transfer all of the outstanding shares of ICP held by them to Exchangeco on September 29, 2006 (the "Closing Date");
(b) FC agreed to enter into and cause Exchangeco to enter into on the Closing Date: (i) the Exchange and Voting Trust Agreement with the FC Principals, the ICP Stockholders and Equity Transfer & Trust Company (the "Trustee"), and (ii) the Exchangeable Share Support Agreement with the FC Principals, the ICP Stockholders and the Trustee;
(c) Exchangeco issued 20,000,000 Class A Exchangeable Shares (the "Exchangeable Shares") in the capital stock of Exchangeco to the ICP Stockholders on the Closing Date pursuant to the terms of the Exchange and Voting Trust Agreement and the Exchangeable Share Support Agreement;
(d) FC agreed to reserve for issuance 20,000,000 shares of its common stock for issuance to holders of Exchangeable Shares on the terms and conditions of the Exchangeable Shares;
(e) The FC Principals caused 4,222,750 of the issued and outstanding shares of FC held by them to be cancelled and to transfer 20,000,000 of their shares to the Trustee to be voted and cancelled in accordance with the terms of the Exchange and Voting Trust Agreement and the Exchangeable Share Support Agreement; and
(f) FC completed a private placement of units pursuant to Regulation S of the Securities Act of 1933 for gross proceeds of $5,000,000, on the following terms: (i) FC issued 2,500,000 units, at a price of $1.00 per unit, with each unit consisting of one FC share and one share purchase warrant entitling the holder thereof to purchase an additional FC share for a period of 18 months following the closing of the private placement at a price of $1.00 per share; and (ii) 2,500 units of FC at a price of $1,000 per unit, each unit consisting of one 8% convertible note in the principal amount of $1,000 and one share purchase warrant entitling the holder thereof to purchase an additional 1,000 FC shares for a period of 18 months following the closing of the private placement at a price of $1.00 per share.
As additional consideration for FC and the FC Principals entering into the Share Purchase Agreement, each of the ICP Stockholders agreed that they will not sell in any 90 day period, during the two year period following closing, an amount of shares in excess of the amounts specified in Rule 144(e) promulgated under the Securities Act of 1933. In addition, FC agreed not to file any registration statement on Form S-8 prior to October 1, 2007 without the prior consent of the FC Principals. The parties further agreed that following the Closing Date they will take such steps as may be necessary, including the filing of an information statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, to appoint the nominees of ICP to the board of FC. The agreement is governed by the laws of the State of Nevada.
Exchange and Voting Trust Agreement
As a condition of closing of the transactions contemplated in the Share Purchase Agreement FC and the FC Principals entered into the Exchange and Voting Trust Agreement (the "Voting Trust Agreement") with the ICP Stockholders and the Trustee on September 29, 2006. Pursuant to the terms of the Voting Trust Agreement the FC Principals agreed to deposit with the Trustee 20,000,000 shares of the common stock of FC held by them (the "Trust Shares") for the purpose of creating a voting trust for the benefit of the ICP Stockholders. The Voting Trust Agreement included the following terms and conditions:
(a) The Trustee, as the holder of record of the Trust Shares, is entitled to all of the voting rights, including the right to vote in person or by proxy the Trust Shares on any matters, questions,
proposals or propositions whatsoever that may properly come before the stockholders of FC or at a meeting of FC stockholders or in connection with respect to all written consents sought by FC from its stockholders (the "Voting Rights"). The Voting Rights shall be and remain vested in and exercised by the Trustee. As further set out in the Voting Trust Agreement, the Trustee shall exercise the Voting Rights only on the basis of instructions received from the ICP Stockholders entitled to instruct the Trustee as to the voting thereof at the time at which the stockholders meeting is held or a stockholders' consent is sought;
(b) FC agreed to deliver to the ICP Stockholders copies of all proxy materials, information statements and reports that are distributed to FC stockholders;
(c) the FC Principals, the Trustee and the ICP Stockholders are not entitled to receive any dividend payments in respect of the Trust Shares and the FC Principals waived any rights to receive dividends in respect of the Trust Shares;
(d) upon exercise of any exchange rights under the terms of the Exchangeable Shares, redemption of Exchangeable Shares or the occurrence of an insolvency event under the terms of the Exchangeable Shares (the "Exchange Rights") pursuant to which the ICP Stockholders shall receive FC shares, the equivalent number of Voting Rights beneficially held on behalf of each ICP Stockholder by the Trustee are deemed surrendered;
(e) In its capacity as trustee, the Trustee does not have any powers of disposition over the Trust Shares except as expressly required under the Voting Trust Agreement;
(f) At such time as either Exchangeco or FC acquires Exchangeable Shares from an ICP Stockholder it agrees to provide the Trustee with an officer's certificate specifying: (i) the former voting trust beneficiary under the agreement, (ii) the number of Exchangeable Shares acquired; (iii) the form of acquisition and (iv) the date of acquisition, and the Trustee must deliver to FC the equivalent number of Trust Shares for cancellation; and
(g) FC may refuse to issue any shares of its common stock to holders of Exchangeable Shares not made in accordance with the provisions of Regulation S of the Securities Act of 1933 or under an applicable exemption.
The parties further agreed to indemnify the Trustee against all costs and expenses incurred as a result of the Trustee's entry into the Voting Trust Agreement and the transactions contemplated thereby. The agreement terminates on the earliest of the following events: (i) no outstanding Exchangeable Shares are held by the ICP Stockholders; and (ii) each of FC and Exchangeco elects in writing to terminate the agreement in accordance with paragraph III7(e) of Exchangeable share provisions. The agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein.
Exchangeable Share Support Agreement
As a condition of closing of the transactions contemplated in the Share Purchase Agreement FC and the FC Principals entered into the Exchangeable Share Support Agreement (the "Support Agreement") with the Trustee and the ICP Stockholders on September 29, 2006. The Support Agreement included the following terms and conditions:
(a) FC agreed: (i) not to declare or pay any dividend on the FC shares of common stock (the "FC Shares") unless Exchangeco shall simultaneously declare or pay, as the case may be, an equivalent dividend on the Exchangeable Shares, (ii) to advise Exchangeco in advance of the declaration by FC of any dividends, (iii) to take all actions necessary to enable Exchangeco to pay and perform its obligations with respect to the Exchangeable Shares and cause the FC Shares to be delivered to the holders of Exchangeable Shares in accordance with the terms of the Exchangeable Shares;
(b) FC agreed to reserve for issuance at all times while Exchangeable Shares remain outstanding the greater of: (i) 20,000,000 FC Shares, or (ii) the number of Exchangeable Shares issuable on exercise of all rights to acquire Exchangeable Shares outstanding from time to time.
(c) FC agreed to deliver FC Shares to any holder of Exchangeable Shares on exercise of any exchange rights under the terms of the Exchangeable Shares, subject to FC refusal to issue any shares of its common stock to holders of Exchangeable Shares not made in accordance with the provisions of Regulation S of the Securities Act of 1933 or under an applicable exemption.
(d) FC agreed to issue to the holders of Exchangeable Shares the economic equivalent of any distribution of FC Shares to the FC stockholders by way of dividend or other distribution, or any options or warrants to the FC stockholders.
(e) FC agreed that it will appoint and cause to be appointed proxy holders with respect to all Exchangeable Shares held by it and its affiliates for the sole purpose of attending each meeting of holders of Exchangeable Shares in order to be counted as part of the quorum for each such meeting. FC further agreed that it will not, and will cause its affiliates not to, exercise any voting rights which may be exercisable by holders of Exchangeable Shares or pursuant to the provisions of the Business Corporations Act (Alberta) (or any successor or other corporate statute by which Exchangeco may in the future be governed) with respect to any Exchangeable Shares held by it or by its affiliates in respect of any matter considered at any meeting of holders of Exchangeable Shares.
The Support Agreement terminates at such time as no Exchangeable Shares are held by any person or entity other than FC or its affiliates. The agreement may only be modified by an agreement in writing between Exchangeco, FC and the holders of Exchangeable Shares in accordance with paragraph III7(e) of Exchangeable Share provisions. The agreement is governed by the laws of the State of Nevada.
ICP SOLAR TECHNOLOGIES INC.
ICP was founded in 1988. Headquartered in Montreal, Canada, ICP manufactures, markets, and sells solar panel based products to the consumer goods, Original Equipment Manufacturers ("OEM") and integrated building materials markets through its distribution channels in over 100 countries. ICP has a 20,000 square foot manufacturing facility in the United Kingdom, which produces amorphous silicon based solar cells that ICP integrates into various products.
ICP operates through its wholly owned subsidiaries: ICP Solar Technologies (UK) Ltd. (Wales) and ICP Global Technologies Inc. (CBCA).
MARKET AND PRODUCTS
ICP operates in the following three main market verticals:
1. Consumer Goods,
2. Original Equipment Manufacturers ("OEM"), and
3. Integrated Building Materials.
The following is a list of ICP's current products on the market or in development:
º SunseiTM 12V Solar Chargers (from 135mAmps to 8Amp sizes, Charge Controllers, Mounting and Expansion Kits, Coleman solar chargers from 100mAmps to 3.6Amps, 4A Charge Controller).
º Cut Solar Cells (from 54mm to 600mm in size VW Solar Charger, Winnebago Solar Charger for RV Roof).
º Solar Slate (in development).
Consumer Goods
The consumer goods market makes up approximately 10% of the solar panel industry. The consumer goods market is comprised of larger retail chain stores and specialty stores. ICP sells its integrated solar energy systems and other solar products under two main brands: SunseiTM its proprietary brand and Coleman®, (for which it is the holder of a license), to the consumer goods market. SunseiTM is positioned as our premium brand and Coleman® is ICP's value brand line.
ICP's products under the Coleman® brand are distributed to large retail chains such as Costco, Wal-Mart, Target, Sam's Club, LeRoy Merlin. ICP believes that consumers in the large retail chain space are cost conscious purchasers who also look for quality products. ICP plans to continue to develop this segment through additional retail chains, but there can be no assurances that ICP will be able to sign on additional retail chains.
ICP sells its SunseiTM brand to specialty retailers in the marine market or battery market such as West Marine and Battery Alliance. ICP's current product line is composed of turn key portable panel systems used for camping, yachting, battery recharging and other portable use.
ICP's online market is composed of its own online shopping website at www.solarchargers.com and other third party online shopping websites. The third party online shopping websites include Amazon.com, Samsclub.com, Costco.com, Westmarine.com and HomeDepot.com.
OEM Market
In 2003, ICP entered into the OEM market, and is presently focusing on the automotive sector and the garden light sector. ICP currently supplies some of the leading solar garden light makers in China. ICP also has entered the automotive sector with a product that is used to allow a car battery to retain its electric charge when the car engine is not turned on for extended periods of time. The product consists of a proprietary small portable charger that is affixed onto the inside of the windshield of a car and plugged into the cigarette lighter or OBD (on-board diagnostic). ICP also supplies Winnebago, the leading worldwide RV manufacturer, with outdoor roof-mounted solar panels.
Integrated Building Material Market
The Integrated Building Material market is the largest segment of the solar panel industry. ICP has a patented roof-tile technology that we hope to finalize development of, over the next six months and subsequently enter the building materials market.
Our new patented technology for a thin film amorphous solar cell can be seamlessly integrated into roofing lines for homes, buildings and other structures. Unlike standard poly-crystalline solar cell based panels that can interfere with the esthetics of a roof line, the thin film integrated tiles seamless integrates into roofing lines. Although the required panel area per kilowatt of electricity generated for amorphous panels is twice that of poly-silicon panels, the overall costs of power generation for amorphous based systems is less than that of poly-silicon based systems. Amorphous solar cells can generate more power on a watt for watt basis than traditional solar cells and utilize only 5% of the raw material used to make traditional poly-silicon cells. We believe that these panels can be sold to both the grid connected and off grid sectors of the market.
Our amorphous solar tiles are expected to be available on the market within the next nine to twelve months, pending final development and certification. However, there can be no assurances that the final development will be successful nor that we will be able to commercialize the amorphous solar tiles at a profit, if at all.
BUSINESS STRATEGY
We plan to expand our client base with large retail chains and specialty retailers in addition to further penetrating our existing clients. We intend to work closely with our sales agents as part of its overall sales growth strategy. We also plans to utilize the Internet for marketing and sales of our products.
As an immediate short-term strategy, we expect to finalize the thin film roof tile technology and to engage in full scale commercialization within the next nine months. Our strategy is to gain market share by positioning the final product through the OEM channel with global installer partners for a variety of applications. At the present time,
we have identified potential marketing partners for the thin film roof tile technology and, although there can be no assurances, we expect strong demand upon commercialization. We intend to continue to market our existing products to the rural areas of developing countries. ICP has a history of installing panels in such countries as Kenya and we expect to expand our presence in the rural sectors in South America, Africa and Asia. We plan to continue to reduce our costs with respect to our products by improving efficiency and innovating new technologies.
SOLAR ENERGY INDUSTRY
The electric power industry is one of the world's largest industries. With the recent deregulation, the advent of economic, environmental and national security issues, and technological advances, new opportunities exist for new entrants into the electric power industry. As electric power has become vital component of the world's economy as a result of the increasing dependence on electricity-reliant technology, reliable electricity has become critical to economic growth.
Traditionally, sources of fuel for generating electricity include coal, natural gas, oil, nuclear power, and renewable resources. However, the following factors have made increasing reliance on the traditional sources unattractive:
(a) Environmental regulations. Recent environmental regulations seek to limit emissions by fossil fuel including international treaties and national and regional air pollution regulations to restrict the release of greenhouse gasses;
(b) Infrastructure reliability. Investment in electricity transmission and distribution infrastructure has not kept pace with increased demand. Expanding the aging infrastructure will be capital intensive and time consuming, and may be restricted by environmental concerns; and
(c) Fossil fuel supply constraints and cost pressures. The supply of fossil fuels is finite. Depletion of fossil fuels may impact prices and infrastructure requirements over this century. Political instability, labor unrest, war and the threat of terrorism in oil producing regions have disrupted oil production, increased the volatility of fuel prices and raised concerns over foreign dependency.
As a result of these challenges, we believe that future demand for electricity will not be met through traditional fossil fuel-based technologies alone. The solar panel industry is a growing market and the use of solar energy has been around for more than 100 years, but only in the past few decades, increased efficiency as a result of new technologies is making solar energy a more viable . . .
Here is a link to the CEO's personal blog
http://www.sassperess.com/about.html
Here a a response to an email I sent to the CEO of ICP. If this is indicative of the person who represents this company, I believe we have a very solid future.
"On behalf of ICP Solar, thank you for your kind email. We try to always live by a mantra that demands that we remember that ONLY our customers give us the lifeline to grow. Companies can get all the invested funds they want, if their strategy is not sustainable through the overdelivery on promise of value, they do not survive in the end!"
Thanks again.
Sass Peress
Chairman and CEO
ICP Solar Technologies Completes Merger and Initial Public Financing with FC Financial Services (OTCBB: FCFN.OB)
Montreal, Canada, Oct 02, 2006 (BUSINESS WIRE) -- ICP Solar Technologies, Inc. today announced the closing of a merger with FC Financial Services, Inc. (OTCBB: FCFN.OB). The resulting issuer will operate under the name ICP Solar Technologies, Inc. and will assume and execute ICP Solar's renewable energy business plan as its sole business. ICP Solar will retain senior management led by Founder, CEO and Chairman Sass M. Peress, and Arlene Ades, Executive VP - Business Development.
Pursuant to the merger, ICP Solar completed a $5 Million private placement of common stock, with additional warrants having an exercise value of $5 Million, from a group of institutional and accredited investors. "The successful completion of the merger and our financing represents a significant step in positioning the Company for future growth," said Mr. Sass M. Peress, Chairman & CEO. "Substantial investments from premier institutional investors in our private placement have given us access to both capital and strategic introductions that will significantly benefit the Company moving forward. The public listing provides the proper venue for attaining a higher level of corporate visibility and allows investors to better assess ICP Solar's value in relation to its publicly traded peers."
ICP Solar is a developer, manufacturer and marketer of solar cells, and solar cell based products and building materials. Through the application of next-generation technologies and use of proprietary intellectual design, the Company aims to be the industry's innovation leader. "For the past 18 years ICP Solar has led the consumer market through innovation, and we have now begun to apply that same philosophy to the OEM, rooftop and power generation segments of the solar industry," said Arlene Ades.
ICP Solar is currently developing a variety of new solar cell based products aimed at the Rooftop, OEM and consumer markets. ICP Solar is expanding its geographic focus with greater intensity in Europe and Asia-Pacific, and concerted efforts to gain retail market share in North America. Through partnerships with premier accounts such as West Marine®, Amazon.com™, Wal-Mart®, Conrad Electronics™ (Germany), LeRoy Merlin (France), Dick Smith Electronics (Australia), Costco®, and with its exclusive Coleman® branding license, ICP Solar's strategic plan calls for significant market expansion through these retail partners. It is also particularly focused in developing innovative rooftop solutions for the Californian and Spanish solar market, based on its patented thin film designs, as well as OEM automotive solutions for current customers such as Volkswagen and Winnebago.
ICP Solar's management has over 50 years of experience in the solar energy sector. The company currently counts over 55 team members, with headquarters located in Montreal, Canada, and additional locations in United Kingdom, USA, Ireland and France. ICP Solar intends to shortly follow this transaction with a further listing on the Frankfurt Stock Exchange. For more information about ICP Solar, visit www.icpsolar.com or contact Sass Peress at: speress@icpsolar.com or Tel: 514-270-5770 x105.
Forward-Looking Statements
This press release contains 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, including without limitation those statements regarding the Company's ability to develop and manufacture solar cell based products and production opportunities. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. Although the forward- looking statements in this release reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements including, but not limited to, our inability to generate sufficient operating cash flow to construct and adequately maintain our production facilities and service our anticipated debt, commodity pricing, environmental risks and general economic conditions. Readers are urged to carefully review and consider the various disclosures made by us in the our reports filed with the Securities and Exchange Commission, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release. Readers are cautioned not to place undue reliance on the forward-looking statements made in this Press Release. SOURCE: ICP Solar Technologies, Inc.
About ICP Solar
ICP Solar is a leading manufacturer of products based on advanced solar technology. ICP Solar develops innovative solar-powered products that respond to the needs of consumer, commercial and OEM clients. Founded in 1988, ICP Solar has distribution networks in more than 160 countries worldwide. Headquarters in Montreal, Canada, ICP Solar also has manufacturing and distribution facilities in the UK, US and Ireland. For more information, please visit www.icpsolar.com or write press@icpsolar.com.
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