0000947871-12-000350.txt : 20120403 0000947871-12-000350.hdr.sgml : 20120403 20120403133716 ACCESSION NUMBER: 0000947871-12-000350 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120403 DATE AS OF CHANGE: 20120403 GROUP MEMBERS: NORSK HYDRO PRODUKSJON AS SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82435 FILM NUMBER: 12736578 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORSK HYDRO A S A CENTRAL INDEX KEY: 0000900268 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: DRAMMENSVEIEN 264 STREET 2: N-0240 OSLO CITY: NORWAY STATE: Q8 ZIP: 00000 BUSINESS PHONE: 011 47 22 53 81 00 MAIL ADDRESS: STREET 1: DRAMMENSVEIEN 264 STREET 2: N-0240 OSLO CITY: NORWAY STATE: Q8 ZIP: 00000 SC 13D/A 1 ss141524_sc13da.htm AMENDMENT NO. 10 TO SCHEDULE 13D
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
 
Ascent Solar Technologies, Inc.

(Name of Issuer)
 
Common Shares, par value $0.0001

(Title of Class of Securities)
 
043635101

(CUSIP Number)
 
Hans Olav Kvalvaag
Norsk Hydro ASA
Drammensveien 260
N-0240 Oslo, Norway
+47 (0) 2253 8100

(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
with a copy to:
Sean J. Skiffington
Shearman & Sterling LLP
Commerce Court West, Suite 4405
Toronto, Ontario M5L 1E8 Canada
+1 (416) 360-8484

March 30, 2012

(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ¨.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 


 
 
 
 
      
SCHEDULE 13D
 
CUSIP No.  043635101
     
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Norsk Hydro ASA
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
  
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Kingdom of Norway
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
Page 2 of 6 Pages

 
      
SCHEDULE 13D
 
CUSIP No.  043635101
     
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Norsk Hydro Produksjon AS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
  
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
Not applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Kingdom of Norway
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
     
 
Page 3 of 6 Pages

 
     
Item 1.
Security and Issuer.
 
This Amendment No. 10 to Schedule 13D amends the statement on Schedule 13D originally filed by Norsk Hydro ASA (“Norsk Hydro”) and Norsk Hydro Produksjon AS (“Produksjon”) on March 13, 2007 and amended on June 18, 2007, August 17, 2007, October 15, 2007, March 14, 2008, March 28, 2008, October 9, 2008, September 30, 2009, October 7, 2009 and January 3, 2012 (as amended, the “Schedule 13D”) with the Securities and Exchange Commission (the “SEC”), relating to the common shares, par value $0.0001 per share (the “Shares”), of Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”).
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 of this Schedule 13D is hereby amended and restated in its entirety to read as follows:
 
“The responses of Norsk Hydro and Produksjon to Rows (7) through (13) of the cover pages of this Schedule 13D and the information set forth in Item 3 are hereby incorporated by reference in this Item 5.
 
Following the sale of all 8,067,390 Shares beneficially owned by Produksjon to TFG Radiant in accordance with the terms of the Sale Agreement, neither Norsk Hydro nor Produksjon beneficially owns any Shares, has the right to acquire any Shares, or has the power to vote or to direct the vote or to dispose or direct the disposition of any Shares.
 
Except as disclosed in this Schedule 13D, neither Norsk Hydro nor Produksjon nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Shares during the past 60 days.
 
Norsk Hydro and Produksjon ceased to be the beneficial owner of more than five percent of the Shares on March 30, 2012.”
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following text immediately before the last paragraph of Item 6:
 
“On March 30, 2012, in accordance with the terms of the Sale Agreement, Produksjon completed the sale of all 8,067,390 Shares beneficially owned by Produksjon to TFG Radiant.”
  
Item 7.
Materials to be Filed as Exhibits.
 
Exhibit No.
Description
   
A
Joint Filing Agreement, dated March 22, 2007, between Norsk Hydro ASA and Norsk Hydro Produksjon AS

 
 
 
 
 
 
 
 
Page 4 of 6 Pages

 
    
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:
    
March 30, 2012 NORSK HYDRO ASA  
         
         
        /s/ Hans Olav Kvalvaag  
  Name: Hans Olav Kvalvaag  
  Title: Director  
         
 
 
  NORSK HYDRO PRODUKSJON AS  
         
         
        /s/ Hans Olav Kvalvaag  
  Name: Hans Olav Kvalvaag  
  Title: Director  
         
 
 
 
 
 
 
 
 
 
 
Page 5 of 6 Pages

 
    
EXHIBIT INDEX

Exhibit No.
Description
   
A
Joint Filing Agreement, dated March 22, 2007, between Norsk Hydro AS and Norsk Hydro Produksjon AS

 
 
 
 
 
 
 
Page 6 of 6 Pages

EX-99.A 2 ss141524_ex99a.htm JOINT FILING AGREEMENT
 
EXHIBIT A
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the Statement on Schedule 13D, dated March 22, 2007, with respect to the common shares, par value $0.0001 per share, of Ascent Solar Technologies, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 22nd day of March, 2007.
        
  NORSK HYDRO ASA  
         
         
  By:  /s/ Jørgen C. Arentz Rostrup  
    Name:  Jørgen C. Arentz Rostrup  
    Title:  Senior Vice President  
         
 
 
  NORSK HYDRO PRODUKSJON AS  
         
         
  By:  /s/ Jørgen C. Arentz Rostrup  
    Name:  Jørgen C. Arentz Rostrup  
    Title:  Chief Executive Officer