8-K

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): June 13, 2016

SPIRE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Massachusetts	0-12742	04-2457335
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25 Linnell Circle, Billerica, Massachusetts	01821-3298
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (978) 584-3958

Not Applicable

(Former name or 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 (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.

As previously disclosed, in April 2016, Spire Corporation (the “Company”) began pursuing a pro rata settlement arrangement with the Company’s unsecured creditors in order to attempt to settle its debts and avoid a potential bankruptcy filing. In furtherance of those discussions, the Company entered into a contingent agreement with its former CEO and Chairman, Roger G. Little.

On June 13, 2016, the Company entered into (i) an Agreement to Repay Deferred Compensation Payments with Mr. Little, David R. Blouin and Blouin & Company, Inc. (the “Repayment Agreement”) and (ii) a Mutual General Releases Agreement with Mr. Little, SPI-Trust, Mr. Blouin and Blouin & Company, Inc. (the “Release Agreement”). Pursuant to the Repayment Agreement, Mr. Little agreed to repay $820,171 (the “Repayment Amount”) to the Company’s Non-Qualified Deferred Compensation Plan (the “Plan”), which represents $2,164,534 of compensation previously paid out to Mr. Little from the Plan offset by $1,334,363 owed to Mr. Little by the Company. Under the Repayment Agreement, Mr. Little also agreed return to the Company 845,241 shares of the Company’s common stock previously issued under the Plan to Mr. Little. The Repayment Amount will be used to pay the Company’s unsecured creditors for outstanding claims and for reasonable expenses related to the administration of the creditor distributions. As of June 16, 2016, approximately 80% of the Company’s unsecured creditors had agreed to the terms of the Company’s proposed settlement offer. Assuming the Repayment Amount is received, the Company estimates an aggregate of $427,000 will be distributed to those unsecured creditors that accepted the Company’s settlement offer as of June 16, 2016.

Pursuant to the Release Agreement, the Company and Mr. Little agreed to a mutual release of any and all claims or causes of actions which they have or might have had, now existing or arising after the date of the Release Agreement. If the Repayment Amount is not received by the Plan, the Company’s release of claims against Mr. Little will be deemed null and void. The releases do not act to release any rights and interests held by Mr. Little solely in his capacity as a shareholder of the Company. The releases do not act to release any and all rights and claims Mr. Little has if it is ultimately determined that he is entitled to a distribution under the Plan. If a bankruptcy case or insolvency proceeding is brought by or against the Company, the release of Mr. Little’s claims against the Company will be deemed null and void. The Release Agreement contains customary confidentiality and non-disparagement obligations on each of the parties thereto.

This summary description of the Repayment Agreement and the Release Agreement is qualified in its entirety by reference to the full text of the Repayment Agreement and Release Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
10.1	Agreement to Repay Deferred Compensation Payments, between and among Roger G. Little, David R. Blouin, Blouin & Company, Inc. and Spire Corporation, dated June 13, 2016
10.2	Mutual General Releases, between and among Roger Little, SPI-Trust, David R. Blouin, Blouin & Company, Inc. and Spire Corporation, dated June 13, 2016.

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.

Date: June16, 2016	SPIRE CORPORATION
	By:	/s/ Rodger W. LaFavre
		Rodger W. LaFavre
		Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.	Exhibit Description
10.1	Agreement to Repay Deferred Compensation Payments, between and among Roger G. Little, David R. Blouin, Blouin & Company, Inc. and Spire Corporation, dated June 13, 2016
10.2	Mutual General Releases, between and among Roger Little, SPI-Trust, David R. Blouin, Blouin & Company, Inc. and Spire Corporation, dated June 13, 2016.

EX-10.1

Exhibit 10.1

AGREEMENT TO REPAY DEFERRED COMPENSATION PAYMENTS

This Agreement dated as of the last date set forth on the signature page hereto (the “Effective Date”) is entered into between and among Roger G. Little (“Little”) an individual, David R. Blouin (“Blouin”), an individual, Blouin & Company, Inc. (“Blouin & Company”), a Massachusetts corporation, and Spire Corporation (“Spire” and, with Little, the Trust, Blouin and Blouin & Company, each a “Party” and collectively the “Parties”), a Massachusetts corporation.

WHEREAS, in connection with Little’s services to Spire, Little asserts he was entitled, pursuant to that certain Spire Corporation Non-Qualified Deferred Compensation Plan for Roger Little (the “Deferred Compensation Plan”), to receive, and did receive from a trust established solely for the purpose of holding and disbursing funds in connection with the Deferred Compensation Plan (the “Plan Trust”), payment of $2,164,534 in cash and 845,241 shares of Spire stock as deferred compensation (the “Deferred Compensation Payment”); and

WHEREAS, Blouin, individually and through Blouin & Company, served as trustee of the Plan Trust; and

WHEREAS, By letter date December 11, 2015, Spire made demand for return of the Deferred Compensation Payment and raised certain concerns about Little’s unconditional right to the Deferred Compensation payment; and

WHEREAS, Little has certain claims (the “Little Claims”) against Spire for monies owed; and

WHEREAS, as set forth herein, Little has agreed to repay to Spire, and Spire has agreed to accept repayment of, the Deferred Compensation Payment.

NOW, THEREFORE, in consideration of the mutual covenants and promises among the Parties hereto, for good and valuable consideration, and without admission of liability by any Party, the Parties hereto execute the following mutual, general releases in favor of the Parties:

1.     Deferred Compensation Repayment. Little shall repay the Deferred Compensation payment in full, comprised of $2,164,534 in cash (“Deferred Compensation Repayment”) and return of the 845,241 shares of stock in Spire received as the Deferred Compensation Payment by Little in May 2014. As set forth herein, Little shall make the Deferred Compensation Repayment to Spire through the Plan Trust. Spire agrees to pay from the Deferred Compensation Repayment the reasonable expenses incurred by Blouin and Blouin & Company in his capacity as trustee in administering the Plan Trust during this process from the Deferred Compensation Repayment. Notwithstanding the foregoing, Little retains all of his rights under the Deferred Compensation Plan to the extent Spire, at some later date, makes a determination that Little is entitled to any funds remaining in the Plan Trust.

2.     Payment of Little Claims. Spire shall satisfy in full all of the Little Claims in the aggregate amount of $1,334,363, from the Deferred Compensation Repayment. For administrative ease, the amount of the Little Claims shall be offset from the Deferred Compensation Repayment and the balance, as described below, will be funded to the Plan Trust. The Little Claims include, without limitation: all amounts due from Little’s secured loan to Spire; Little’s loan to Spire in connection with the company’s asset sale; and obligations paid on behalf of Spire under its lease with SPI-Trust.

3.     Balance of the Deferred Compensation Repayment. As soon as practicable and no later than three (3) business days after the delivery of the Formal Declaration of Insolvency referenced below, Little shall repay by wire transfer the balance of the Deferred Compensation Repayment, $820,171 in cash (“DCR Balance”) after offset of the Little Claims to the Plan Trust for the purpose of effecting disbursements to Spire’s creditors as set forth herein as directed by Spire in its sole discretion.

4.     Formal Determination of Insolvency. Immediately upon execution of this Agreement, Spire shall present a formal determination of insolvency (the “Formal Declaration of Insolvency”) to Blouin in his capacity as trustee of the Plan Trust.

5.     Schedule of Assenting Creditors. Spire shall prepare and provide an accurate, updated schedule of Assenting Creditors to Blouin as Trustee of the Plan Trust as of the date of this Agreement.

6.     Disbursing Agent. Spire will retain Capstone Partners or its designee to act as disbursing agent (the “Agent”) for the purpose of making all payments to creditors, including administrative expenses incurred by Spire during its wind down as set forth herein.

7.     Certification of Payments out of the Plan Trust. Spire’s board shall certify all transfers of funds it requires to be made out of the Plan Trust to the Agent for whatever purpose (“Certification of Transfers”), including, without limitation any requests for payments to creditors (“Creditor Payments”) or administrative expenses incurred by Spire during its wind down (“Wind Down Expenses”). With respect to the Wind Down Expenses, Spire shall use its best efforts to provide Blouin in his capacity as Trustee of the Plan Trust with a budget for estimated costs of all Wind Down Expenses. Notwithstanding the foregoing, Blouin as Trustee of the Plan Trust shall have no independent obligation or authority to approve any request for payment set forth in any Certification of Transfers and shall rely solely on the representations of Spire and/or the Agent in making any transfers upon receipt of any Certification of Transfer.

8.      Disbursement of Spire’s Assets and Proce eds Dur ing the Wind Down . To the extent Spire sells assets and/or realizes any unencumbered income or revenue from any source during the Wind Down, the Parties agree that Spire will look first to those funds to satisfy any outstanding administrative expenses. If at the conclusion of the Wind Down, as determined by Spire in its sole discretion, any funds not used to satisfy Creditor Payments or Wind Down Expenses shall be paid to Little through the Plan Trust under his Deferred Compensation agreement.

9.     Releases. The Parties will execute mutual releases (the “Releases”) in substantially the form attached here as Exhibit A. As set forth more fully in the Releases, and except as expressly set forth in the Releases and as may be required by applicable law, the Parties agree to keep confidential and not disclose any information relating to the subject matter of this Agreement.

10.     Escrow of Documents. Signed documents effecting the terms and conditions of this Agreement shall be held in escrow by counsel to Little until Spire’s receipt from the Plan Trust in the approximate amount of $745,000 for the company’s initial planned funding of Creditor Payments and Wind Down Expenses. The aforesaid approximate $745,000 shall be wired as soon as practicable and no later than three (3) business days after receipt by Blouin as Plan Trustee of the Certification of Transfer from Spire.

11.     Miscellaneous. The Parties agree that this Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to choice or conflict of law principles. In the event that any provision contained in this Agreement shall, to any extent, be deemed invalid, illegal or unenforceable, the remainder of this Agreement shall not be affected thereby and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted. Any modifications or waiver of the terms set forth in this Agreement must be in writing and signed by parties. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Any counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an original. The parties agree to execute any such other or further documents as may be required to effectuate the terms set forth in this Agreement.

Signed under seal on the date(s) set forth below.

ROGER G. LITTLE,		SPIRE COMPANY,
By: /s/ Roger G. Little	By:	/s/ RW LaFavre
Name		Name: RW LaFavre
Date:		Title: CEO
		Date: June 10, 2016

DAVID R. BLOUIN,	BLOUIN & COMPANY, INC.,
/s/ David R. Blouin	/s/ David R. Blouin
Name: David R. Blouin	Name: David R. Blouin
Date: June 13, 2016	Title: President
	Date: June 13, 2016

EX-10.2

Exhibit 10.2

MUTUAL GENERAL RELEASES

The below Mutual Releases dated as of the last date set forth on the signature page hereto (the “Effective Date”) and made in connection with that certain Agreement for Repayment of Deferred Compensation Payments (the “Agreement”) is entered into between and among Roger Little (“Little”) an individual, SPI-Trust (“SPI-Trust”), a Massachusetts-based trust company, David R. Blouin (“Blouin”), an individual, Blouin & Company, Inc. (“Blouin & Company”), a Massachusetts corporation, and Spire Corporation (“Spire” and, with Little, the Trust, Blouin and Blouin & Company, each a “Party” and collectively the “Parties”), a Massachusetts corporation .

WHEREAS, in connection with Little’s services to Spire, Little asserts he was entitled, pursuant to that certain Spire Corporation Non-Qualified Deferred Compensation Plan for Roger Little (the “Deferred Compensation Plan”), to receive, and did receive from a trust established solely for the purpose of holding and disbursing funds in connection with the Deferred Compensation Plan (the “Plan Trust”), payment of $2,164,534 in cash and 845,241 shares of Spire stock as deferred compensation (the “Deferred Compensation Payment”); and

WHEREAS, Blouin, individually and through Blouin & Company, served as trustee of the Plan Trust; and

WHEREAS, By letter date December , 2015, Spire made demand for return of the Deferred Compensation Payment and raised certain allegations against Little and Blouin in connection with the Deferred Compensation Payment; and

WHEREAS, Little and SPI-Trust have certain claims against Spire for monies owed; and

WHEREAS, pursuant to the Agreement, Little has agreed to repay to Spire, and Spire has agreed to accept repayment of, the Deferred Compensation Payment.

NOW, THEREFORE, in consideration of the mutual covenants and promises among the Parties hereto, for good and valuable consideration, and without admission of liability by any Party, the Parties hereto execute the following mutual, general releases in favor of the Parties:

1.    General Release of Roger Little. Spire, its officers, directors, employees, predecessors, affiliates, successors, representatives, attorneys, heirs, administrators and assigns (the “Spire Releasing Parties”), hereby release, acquit, and forever discharge Little, his heirs, administrators, advisors, executors, assigns, successors and agents (the “Little Released Parties”) from any and all claims or causes of action of any kind whatsoever, at common law, equity, statutory or otherwise, liquidated or contingent, which the Spire Releasing Parties have or might have had, whether known or unknown, now existing or arising hereafter, including, without limitation, all claims directly, indirectly or remotely attributable or arising out of or related to the Little’s role as an officer, director, employee or contract counterparty of Spire and all claims asserted or which could have been asserted in connection therewith, including without limitation, any and all claims or causes of action related to the Deferred Compensation Payment.

2.     General Release of SPI-Trust. The Spire Releasing Parties hereby release, acquit, and forever discharge SPI-Trust, its trustee, beneficiaries, administrators, advisors, executors, assigns, successors and agents (the “SPI-Trust Released Parties”) from any and all claims or causes of action of any kind whatsoever, at common law, equity, statutory or otherwise, liquidated or contingent, which the Spire Releasing Parties have or might have had, whether known or unknown, now existing or arising hereafter.

3.     General Release of the David R. Blouin and Blouin & Company. The Spire Releasing Parties hereby release, acquit, and forever discharge Blouin and Blouin & Company, and all of their directors, officers, employees, advisors, assigns, successors and agents (the “Blouin Released Parties”) from any and all claims or causes of action of any kind whatsoever, at common law, equity, statutory or otherwise, liquidated or contingent, which the Spire Releasing Parties have or might have had, whether known or unknown, now existing or arising hereafter, including, without limitation, all claims directly, indirectly or attributable or arising out of or related to the Lease, and/or all claims directly, indirectly or remotely attributable or arising out of or related to Little’s role as an officer, director or employee of Spire and all claims asserted or which could have been asserted in connection therewith, including without limitation, any and all claims or causes of action related to the Plan Trust and the Deferred Compensation Payment.

4.     Voiding of Releases from Spire Releasing Parties. The Spire Releasing Parties’ releases of: the Little Released Parties; the SPI-Trust Released Parties; and the Blouin Released Parties will be null and void and of no legal effect if Spire does not receive any portion of the DCR Balance (as defined in and contemplated by the Agreement) after Spire delivers a Certification of Transfer to the trustee of the Plan Trust by which Spire directs release of funds from the Plan Trust to effect payments to its creditors and/or funding of the company’s wind down expenses.

5.     General Release of Spire Company. Little, SPI-Trust, Blouin and Blouin & Company, their respective directors, officers, employees, agents predecessors, affiliates, successors, representatives, attorneys, heirs, administrators, executors, and assigns (the “Little and Blouin Releasing Parties”), hereby release, acquit, and forever discharge Spire, its directors, officers, employees, agents, advisors, predecessors, affiliates, successors, representatives, attorneys, heirs, administrators, executors, and assigns (the “Spire Released Parties”) from any and all claims or causes of action of any kind whatsoever, at common law, equity, statutory or otherwise, liquidated or contingent, which the Little and Blouin Releasing Parties have or might have had, whether known or unknown, now existing or arising hereafter. Notwithstanding the foregoing, the releases set forth herein do not act to release any and all rights and interests held by Little solely in his capacity as a shareholder of Spire. Further, and notwithstanding the foregoing, the releases set forth herein do not act to release any and all rights and claims Little has to monies that are ultimately determined to be owed to him under the Deferred Compensation Plan. Additionally, if a bankruptcy case or other insolvency proceeding is filed by or against Spire, the releases granted herein by the Little and Blouin Releasing Parties will be null and void and of no legal effect, and the Little and Blouin Releasing Parties will be deemed to have and hold any and all rights, claims and defenses against the Spire Released Parties.

6.     Acknowledgment. By signing this General Release, each Party acknowledges and agrees that each understands the meaning of this General Release and that each freely and voluntarily enters into it. The Parties agree that no fact, evidence, event, or transaction, whether known or unknown, shall affect in any manner the final and unconditional nature of the agreements and releases set forth herein. Each and all of the Spire Releasing Parties as defined herein acknowledge that they are intended third party beneficiaries of this General Release. Each and all of the Little and Blouin Releasing Parties as defined herein acknowledge that they are intended third party beneficiaries of this General Release. The parties expressly agree and acknowledge that the General Releases provided herein shall not relieve any party of its obligations under these releases and any agreement or document executed in connection therewith.

7.     Intended Beneficiaries. The Parties acknowledge that each and all of the Little Released Parties, SPI-Trust Released Parties, Blouin Released Parties, Blouin & Company Released Parties and Spire Released Parties are intended beneficiaries (the “Intended Beneficiaries”) of these General Releases as set forth herein.

8.     Miscellaneous. The Parties agree that these General Releases shall be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to choice or conflict of law principles. In the event that any provision contained in these General Releases shall, to any extent, be deemed invalid, illegal or unenforceable, the remainder of these General Releases shall not be affected thereby and each portion and provision of these General Releases shall be valid and enforceable to the fullest extent permitted. Any modifications or waiver of the terms set forth in these General Releases must be in writing and signed by parties. These General Releases may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement. Any counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an original.

9.     Confidentiality. The Parties agree that, except as to counsel or any other professional advisor consulted in connection with the matters contemplated herein, and/or unless as required as part of any legal case or proceeding in any Federal, State or local jurisdiction, or unless required by applicable federal and/or state law or regulation, they shall keep confidential the terms of this Agreement and any agreements, whether reduced to writing or otherwise, that are the subject of, or related to, the Releases granted hereunder. Any Party shall promptly notify any other Party of any such request or requirement to disclose the terms or substance of such agreements so that the non-disclosing Party may review such proposed disclosure and, if he deems it necessary, seek an appropriate protective order. The Parties agree and warrant that each shall cooperate fully with any other Party in seeking any protective order. Notwithstanding the foregoing, but subject to the non-disclosing Party’s right of review, nothing herein shall restrict or interfere with any obligation by Spire to make disclosures under federal and/or state securities laws.

10.     Non-disparagement. The Parties and Intended Beneficiaries each and all agree that each shall not, in any communication, including without limitation, with the press or any other form of media or social media, or in any communications with creditors, customers, clients, contract counter parties or affiliates, criticize, ridicule or make any statement which disparages or is derogatory of any Party to this agreement or its current or former executives, officers, directors, employees, predecessors, affiliates, successors, representatives, attorneys, advisors, heirs, administrators and assigns. Nothing contained herein shall restrict any statements, allegations or testimony in any lawsuit.

[signature pages to follow]

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ROGER G. LITTLE,		SPI-TRUST,
By: /s/ Roger G. Little	By:	/s/ Roger G. Little
Name		Name:
Date:		Title:
		Date:

DAVID R. BLOUIN,		BLOUIN & COMPANY, INC.,
By: /s/ David R. Blouin	By:	/s/ David R. Blouin
Name: David R. Blouin		Name: David R. Blouin
Date: June 13, 2016		Title: President
		Date: June 13, 2016

SPIRE COMPANY

By: /s/ RW LaFavre

Name: RW LaFavre

Title: CEO

Date: June 10, 2016

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