0001350102-12-000075.txt : 20121214 0001350102-12-000075.hdr.sgml : 20121214 20121214163019 ACCESSION NUMBER: 0001350102-12-000075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121214 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20121214 DATE AS OF CHANGE: 20121214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ascent Solar Technologies, Inc. CENTRAL INDEX KEY: 0001350102 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 203672603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32919 FILM NUMBER: 121265918 BUSINESS ADDRESS: STREET 1: 12300 GRANT STREET CITY: THORNTON STATE: CO ZIP: 80241 BUSINESS PHONE: (720) 872-5000 MAIL ADDRESS: STREET 1: 12300 GRANT STREET CITY: THORNTON STATE: CO ZIP: 80241 8-K 1 form8-k_materialagreementx.htm 8-K Form 8-K_Material Agreement - TFG Radiant consulting


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): December 14, 2012 (December 10, 2012)

 ______________________________________________________
                    
ASCENT SOLAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
 ______________________________________________________
                     
 
Delaware
 
001-32919
 
20-3672603
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
12300 Grant Street
Thornton, Colorado
 
80241
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code:    (720) 872-5000
Not Applicable
Former name or former address, if changed since last report
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:
 
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))






Item 1.01
Entry into a Material Definitive Agreement.
 
On December 10, 2012, Ascent Solar Technologies, Inc. (the Company) and TFG Radiant Investment Group Ltd. (TFGR) executed a services agreement. The agreement covers product design, product development and manufacturing coordination activities provided by TFGR to the Company in connection with the Company's new line of consumer electronics products. The services agreement has a one year term initially, and the services agreement may be terminated by either party upon 10 days prior written notice.
Under the services agreement, the Company will make certain quarterly cash payments of $200,000 to TFGR, for the services performed.
TFGR currently owns approximately 31% of the Company's outstanding common stock.
TFGR is a joint venture of Radiant Group (www.sradiant.com), a Chinese conglomerate in construction and real estate, and Tertius Financial Group, a private investment firm based in Singapore.



Item 9.01.
Financial Statements and Exhibits
(d) Exhibits
99.1 Services Agreement dated December 10, 2012 between the Company and TFGR.








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.
 
 
 
 
 
ASCENT SOLAR TECHNOLOGIES, INC.
 
 
 
 
 
 
 
December 14, 2012
 
 
 
By:
 
/s/ Gary Gatchell
 
 
 
 
 
 
 
 
Name: Gary Gatchell
 
 
 
 
 
 
 
 
Title: Chief Financial Officer and Secretary




EX-99.1 2 ex-991tfgradiantconsulting.htm EX-99.1 EX-99.1 TFG Radiant Consulting Agreement


Exhibit 99.1




SERVICES AGREEMENT

This Services Agreement (this "Agreement") is entered into as of December 10, 2012, between TFG Radiant Investment Group Ltd. ("TFGR"), and Ascent Solar Technologies, Inc., a Delaware corporation ("ASTI").

Recitals

A.    TFGR has key expertise for product design, product development and manufacture of consumer products utilizing internal resources and a supplier network. ASTI has experience in the business of manufacturing CIGS PV modules in various applications ("ASTI Business").

B.    ASTI desires to contract with TFGR to provide product development and sourcing services and TFGR is willing to provide such services.

Agreements

In consideration of the mutual agreements, promises, covenants and conditions contained herein, the parties hereto mutually agree as follows:

1.Services. TFGR will provide such product development and sourcing services to ASTI as ASTI may reasonably request, including but not limited to product design and manufacturing specifications, component sourcing and contract manufacturing sourcing ("Services").

2.Cost. TFGR shall be paid an agreed upon retainer fee for the Services performed hereunder.

3.    Relationship Between Parties. The parties recognize and agree that TFGR and its employees or agents are not employees of ASTI and is furnishing the Services as an independent contractor, and nothing in this Agreement shall be construed to the contrary. The manner and means of providing the Services are under the sole control of TFGR, including the provision of all personnel and facilities necessary for their performance. The Services provided must, however, meet the approval of ASTI and will be subject to ASTI's general right of inspection and supervision to secure satisfactory performance.

4.    Indemnification. TFGR shall indemnify, defend and hold harmless ASTI from all claims, losses and expenses suffered or incurred by ASTI (including but not limited to reasonable attorneys' fees) arising out of the performance by TFGR or its agents, employees or independent contractors of the Services to be performed hereunder, but only to the extent caused by the negligent acts or omissions of TFGR, its agents, employees or independent contractors.
  
5.    Waiver of Claims. ASTI hereby waives any and all claims, demands, liabilities, actions and causes of action whatsoever (excluding claims for indemnification under Section 4 above), whether at law or in equity, whether in tort or in contract which it may at any time have against TFGR or its successors and assigns, as the case may be, arising out of or resulting from the acts or omissions of TFGR in performing the Services pursuant to this Agreement, except for TFGR's negligence or willful misconduct.

6.    Term and Termination. This Agreement shall have a term of one-year from the date first stated above (expiring December 10, 2013). After expiration of such one-year period, the parties will discuss an extension on mutually agreeable terms. This agreement may be terminated at will with 10 days written notice by either party. Any termination would be effective as of the last day of the calendar quarter during which the termination notice is provided.






7.    Entire Agreement. This Agreement is the entire Agreement between the parties with respect to the matters covered by it and supersedes any prior understanding or agreements, oral or written, with respect thereto.

8.    Counterparts. This Agreement may be executed in counterparts or by facsimile signatures, all of which taken together shall constitute one and the same Agreement.

9.    Modification, Waiver and Severability. This Agreement may not be modified or supplemented except by written instrument signed by both parties. No waiver of any default or breach of any agreement or provision herein shall be deemed a waiver of any other default or breach thereof or of any other agreement or provision herein. If any portion of this Agreement is declared void and/or unenforceable, such portion shall be deemed severed from this Agreement which shall otherwise remain in full force and effect.

10.    Assignment. Notwithstanding anything herein to the contrary, this Agreement and the rights, duties, and obligations hereunder may not be assigned or delegated by either party without the prior written consent of the other party, except that ASTI may make such assignment to a wholly owned subsidiary.

11.    Governing Law. This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the State of Colorado, without regard to the choice of law provisions thereof.

The parties have executed this Agreement effective as of the date first above written.

TFG Radiant Investment Group Ltd.



By
Inbo Lee, President
Ascent Solar Technologies, Inc.



By
Victor Lee, President

















APPENDIX A

Fee for Services:

$200,000 is the fee, per calendar quarter, to be paid by ASTI to TFGR at the beginning of each calendar quarter.