-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UdWlJpbWAW29E79dBR1y5Heg8ZAwE6vpqXwPILNEJ/Iwia3yx5JJudiZhRVRhJsJ Bf6E7CaNjf+6YqAVrY/YDQ== 0001072613-06-001925.txt : 20060905 0001072613-06-001925.hdr.sgml : 20060904 20060905165615 ACCESSION NUMBER: 0001072613-06-001925 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060829 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060905 DATE AS OF CHANGE: 20060905 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPIRE CORP CENTRAL INDEX KEY: 0000731657 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042457335 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12742 FILM NUMBER: 061074558 BUSINESS ADDRESS: STREET 1: ONE PATRIOTS PARK CITY: BEDFORD STATE: MA ZIP: 01730-2396 BUSINESS PHONE: 6172756000 MAIL ADDRESS: STREET 2: ONE PATRIOTS PARK CITY: BEDFORD STATE: MA ZIP: 01730-2396 8-K 1 form8-k_14597.txt FORM 8-K DATED AUGUST 29, 2006 ================================================================================ 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): August 29, 2006 ----------------------------------------------------------------- SPIRE CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Massachusetts 0-12742 04-2457335 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) One Patriots Park, Bedford, Massachusetts 01730-2396 - ----------------------------------------- --------------------- (Address of Principal Executive Offices) (Zip Code) (781) 275-6000 ---------------------------------------------------- (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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Spire Corporation's (the "Company") wholly owned subsidiary, Bandwidth Semiconductor, LLC (Bandwidth), entered into a five-year manufacturing agreement in which it will be the exclusive supplier to Principia Lightworks, Inc. (Principia), of semiconductor wafers, enabling Principia, a Woodland Hills, California firm, to begin high volume production of its patented device, an electron beam pumped vertical cavity surface emitting laser (eVCSEL) as a light source for projection display applications, including rear-projection consumer television (RPTV). Under the terms of this agreement, Bandwidth will be producing III/V and II/VI wafers for Principia with full production expected to start in mid 2007. During the first three years of the agreement, Bandwidth anticipates revenues will be in excess of $16 million, which includes revenue from the production of wafers and recognition of certain nonrecurring engineering and facility access payments. Bandwidth will begin the scale-up of its existing metal organic chemical vapor deposition (MOCVD) and related processing facilities to satisfy Principia's requirements. Principia has made an up-front payment for nonrecurring engineering and facility access costs and, in addition will make monthly facility availability payments throughout the term of the agreement. Although the Company will be committing capital resources to complete the scale-up, it anticipates the up-front payment plus the monthly payments will be sufficient to meet its capital requirements under the agreement, and providing the parties meet their respective obligations over the term of the Agreement, no net outlay of capital will be needed. Additional information is set forth in Exhibit 99.1 to this Current Report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 News Release of the Company dated September 5, 2006 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. SPIRE CORPORATION Date: September 5, 2006 By: /s/ Christian Dufresne ------------------------------------- Christian Dufresne Chief Financial Officer and Treasurer 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 News Release of the Company dated September 5, 2006 4 EX-99.1 2 exh99-1_14597.txt PRESS RELEASE EXHIBIT 99.1 ------------ SPIRE CORPORATION NEWS RELEASE SPIRE'S BANDWIDTH SEMICONDUCTOR SUBSIDIARY SIGNS A MANUFACTURING AGREEMENT WITH PRINCIPIA LIGHTWORKS FOR REAR-PROJECTION TELEVISION LASER WAFERS Bedford, MA -- September 5, 2006 -- Spire Corporation (Nasdaq: SPIR) announced today that its wholly owned subsidiary, Bandwidth Semiconductor, LLC (Bandwidth), entered into a five-year manufacturing agreement in which it will be the exclusive supplier to Principia Lightworks, Inc. (Principia), of semiconductor wafers, enabling Principia, a Woodland Hills, California firm, to begin high volume production of its patented device, an electron beam pumped vertical cavity surface emitting laser (eVCSEL) as a light source for projection display applications, including rear-projection consumer television (RPTV). Under the terms of this agreement, Bandwidth will be producing III/V and II/VI wafers for Principia with full production expected to start in mid 2007. During the first three years of the agreement, Bandwidth anticipates revenues will be in excess of $16 million, which includes revenue from the production of wafers and recognition of certain nonrecurring engineering and facility access payments. Bandwidth will begin the scale-up of its existing metal organic chemical vapor deposition (MOCVD) and related processing facilities to satisfy Principia's requirements. Principia has made an up-front payment for nonrecurring engineering and facility access costs and, in addition will make monthly facility availability payments throughout the term of the agreement. Although the Company will be committing capital resources to complete the scale-up, it anticipates the up-front payment plus the monthly payments will be sufficient to meet its capital requirements under the agreement, and providing the parties meet their respective obligations over the term of the Agreement, no net outlay of capital will be needed. Principia Lightworks, Inc., is a developer of cutting-edge laser television technologies. Mr. Don Klein, Executive Vice President/Business Development for Principia, said, "After evaluating a number of potential suppliers we chose Bandwidth because of their broad range of MOCVD and compound semiconductor device experience. Once in production, Principia will offer the projection display market the first truly high powered, low cost, red, green, and blue laser light source. The agreement with Bandwidth will allow us to meet the high volume demand from RPTV manufacturers." Mr. Edward D. Gagnon, General Manager of Bandwidth Semiconductor, LLC, said, "This is a big opportunity for us. We have invested heavily in bringing Bandwidth to this level of expertise needed to satisfy Principia's requirements. Our scale-up will meet Principia's production demands, as well as allow us to continue to satisfy our growing customer base." Bandwidth Semiconductor, LLC - ---------------------------- Bandwidth Semiconductor is a compound semiconductor foundry, specializing in wafer epitaxy, thick and thin film products, and device fabrication for the defense, biomedical, telecommunications and consumer products markets. Spire Corporation - ----------------- Spire Corporation is a diversified technology company providing innovative solar energy manufacturing equipment, biomedical devices and optoelectronic components, all based upon a common technology platform. For more information visit www.spirecorp.com. Contact: Spire Corporation Christian Dufresne, CFO and Treasurer Tel. 781-275-6000 Certain matters described in this news release may be forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the risk of dependence on market growth, competition and dependence on government agencies and other third parties for funding contract research and services, as well as other factors described in the Company's Form 10-KSB filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----