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): January 4, 2016
SOLAR POWER, INC.
(Exact name of registrant as specified in its charter)
| California | 000-50142 | 20- 4956638 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S Employer Identification No.) |
3500 Douglas Boulevard, Suite 240
Roseville, California 95661-3875
(Address and telephone number of principal executive offices) (Zip Code)
(916) 770-8100
(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):
| ¨ | 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 8.01 Other Events.
On January 4, 2016, Solar Power, Inc. (the “Company”) completed the merger (the “Merger”) to reorganize itself as a Cayman Islands company. Pursuant to the Second Amended and Restated Agreement and Plan of Merger and Reorganization dated October 30, 2015 (the “Merger Agreement”), the Company has merged with and into SPI Merger Sub, Inc. (“Merger Sub”), with Merger Sub surviving the Merger as a wholly-owned subsidiary of SPI Energy Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands (“SPI Energy”) and changing its name to SPI Solar, Inc. The issued and outstanding shares of the Company’s common stock (other than any shares of the Company’s common stock that are “Dissenting Shares” as defined in the Merger Agreement) acquired prior to 3:00 P.M. EST, November 5, 2015 were converted into the right to receive American depositary shares (“ADSs”) representing SPI Energy ordinary shares. The issued and outstanding shares of the Company’s common stock (other than any shares of the Company’s common stock that are “Dissenting Shares” as defined in the Merger Agreement) acquired after 3:00 P.M. EST, November 5, 2015 were converted into the right to receive SPI Energy ordinary shares. SPI Energy’s ADSs have begun quotation on the OTC Markets under the symbol “SRGYY” effective January 4, 2016.
On January 4, 2016, the Company and SPI Energy issued a joint press release announcing the completion of the Merger.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Exhibit Description | |
| 99.1 | Press release dated January 4, 2016 entitled “SPI and SPI Energy Complete Reorganization Merger” | |
2
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.
| SOLAR POWER, INC. a California Corporation | ||
| Dated: January 4, 2016 |
/s/ Amy Jing Liu Name: Amy Jing Liu Title: Chief Financial Officer | |
3
Exhibit 99.1
SPI and SPI Energy Complete Reorganization Merger
Shanghai, China—January 4, 2016— Solar Power, Inc. (“SPI” or the “Company”), a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors, and SPI Energy Co., Ltd., a company incorporated under the laws of the Cayman Islands (“SPI Energy”), today announced the merger (the “Merger”) to reorganize the Company as a Cayman Islands company has been completed.
Pursuant to the Second Amended and Restated Agreement and Plan of Merger and Reorganization, dated October 30, 2015, each ten issued and outstanding shares of the Company’s common stock acquired prior to 3:00 P.M. EST, November 5, 2015 were converted into the right to receive one American depositary share (“ADS”), representing ten SPI Energy ordinary shares; and issued and outstanding shares of the common stock of the Company acquired after 3:00 P.M. EST, November 5, 2015 were converted into the right to receive SPI Energy ordinary shares. SPI Energy’s ADSs will be quoted on the OTC Markets under the symbol “SRGYY” effective January 4, 2016.
SPI Energy is in the process of applying for listing of the ADSs on the Nasdaq Capital Market and expects to complete that process in early 2016.
About Solar Power, Inc.
Solar Power, Inc. (“SPI” or the “Company”) is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI focuses on the downstream PV market including the development, financing, installation, operation and sale of utility-scale and residential solar power projects in China, Japan, Europe and North America. The Company operates an innovative online energy e-commerce and investment platform, www.solarbao.com, which enables individual and institutional investors to purchase innovative PV-based investment and other products; as well as www.solartao.com, a B2B e-commerce platform offering a range of PV products for both upstream and downstream suppliers and customers. The Company has its operating headquarters in Shanghai and maintains global operations in Asia, Europe, North America and Australia.
For additional information visit: www.spisolar.com, www.solarbao.com or www.solartao.com.
About SPI Energy Co., Ltd. (OTCBB: SRGYY)
SPI Energy Co., Ltd. is a newly formed exempted company incorporated under the laws of the Cayman Islands. An “exempted” company under the laws of the Cayman Islands is one which receives such registration as a result of satisfying the Registrar of Companies in the Cayman Islands that it conducts its operations mainly outside of the Cayman Islands and is as a result exempted from complying with certain provisions of the Cayman Islands Companies Law. As a result of the Merger, the former SPI directors and officer will continue to serve as such with SPI Energy and SPI Energy will continue to conduct SPI’s prior business at their current locations and facilities.
Safe Harbor Statement
This release contains certain “forward-looking statements”, including statements regarding listing of ADSs on Nasdaq. These statements are forward-looking in nature and subject to risks and uncertainties that may cause actual results to differ materially. All forward-looking statements included in this release are based upon information available to the Company and SPI Energy as of the date of this release, which may change, and the Company and SPI Energy undertake no obligation to update or revise any forward-looking statements, except as may be required under applicable securities law.
Contact:
Amy Liu, (800) 548-8767