See Yahoo finance (SLTD) article "•SOLAR3D, INC. Files SEC form 8-K, Entry into a Material Definitive AgreementEDGAR Online(Wed, Nov 6"
Usual disclaimers, GLTA . . .
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Form 8-K for SOLAR3D, INC.
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6-Nov-2013
Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 1, 2013, Solar3D, Inc., a Delaware corporation ("S3D") entered into a stock purchase agreement, dated as of October 31, 2013 ("SPA"), with Solar United Network, Inc., a California corporation ("SUN"), and Emil Beitpolous, an individual shareholder holding 30% of the outstanding shares of SUN, Abe Emard, an individual shareholder holding 30% of the outstanding shares of SUN, Richard Emard, an individual shareholder holding 20% of the outstanding shares of SUN, and Mikhail Podnesbesnyy, an individual shareholder holding 20% of the outstanding shares of SUN (collectively, the "Sellers" or "SUN Shareholders"), pursuant to which S3D agreed to purchase 100% of the outstanding shares of SUN's common stock (the "SUN Stock") from the Sellers in consideration for $2,794,500, $1,044,500 of which is payable in cash at the closing of the SPA and $1,750,000 of which is payable in installments over a period of five years after the closing of the SPA pursuant to convertible promissory notes bearing simple interest the rate of 4% per annum (the "Notes"). The Notes are convertible at any time after issuance into shares of fully paid and non-assessable shares of the common stock of S3D. The conversion price is $0.02 per share until March 30, 2015, and thereafter the conversion price will be the greater of (a) $0.02 per share or (b) Fifty Percent (50%) of the average closing price of the common stock of S3D as reported by Bloomberg for the ten (10) consecutive trading days following the submission of a notice in writing signed by the Noteholder of his intent to convert.
At the closing of the SPA the SUN Board of Directors will consist of three members, one of whom will be James B. Nelson, one of whom will be Mark J. Richardson, and one of whom will be a designee of SUN reasonably acceptable to S3D and who will initially be Abe Emard.
In the event that S3D proposes to sell all of the SUN Stock or cause SUN to sell all or substantially all of its assets in the future in one or a series of predetermined transactions in consideration for only cash or notes and not for any securities (the "SUN Sale Proposal"), with the intent of exiting the type of business in which SUN is then engaged, each Seller will have the right of first refusal to elect to purchase up to his pro rata share of the SUN Stock or SUN assets proposed for sale, as the case may be, based on the relative outstanding balances of their Notes on the date of the first delivery of notice of the SUN Sale Proposal by S3D.
SUN is engaged in the business of the design, installation, and management of solar systems for commercial, agricultural, and residential customers in California. A copy of the Stock Purchase Agreement is attached to this Report as an exhibit.
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