þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 04-3242254 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
138 Bartlett Street Marlboro, Massachusetts 01752 |
(508) 357-2221 | |
(Address of principal executive offices)(zip code) | (Registrant’s telephone number, including area code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, Par Value $.01 Per Share | Nasdaq Global Market |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
2
EVERGREEN SOLAR, INC. |
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By: | /s/ Michael El-Hillow | |||
Michael El-Hillow | ||||
Chief Financial Officer | ||||
Number | Description | |
3.1(1)
|
Third Amended and Restated Certificate of Incorporation (Exhibit 3.2) | |
3.2(1)
|
Second Amended and Restated By-laws (Exhibit 3.3) | |
3.3(2)
|
Certificate of Amendment of Third Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 15, 2003 (Exhibit 4.3) | |
3.4(2)
|
Certificate of the Powers, Designations, Preferences and Rights of the Series A Convertible Preferred Stock of the Registrant (Exhibit 4.4) | |
3.5(3)
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Certificate of Amendment of Third Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on August 20, 2004 (Exhibit 4.5) | |
3.6(4)
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Certificate of Amendment of Third Amendment and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on January 8, 2007 (Exhibit 3.1) | |
3.7(5)
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Certificate of Designations of Rights, Preferences and Privileges of Series B Preferred Stock of the Registrant (Exhibit 3.4) | |
4.1(6)
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Indenture between the Registrant and U.S. Bank National Association, as Trustee, dated June 29, 2005 (Exhibit 4.4) | |
4.2(6)
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Form of 4.375% Convertible Subordinated Notes due 2012 (Exhibit 4.4) | |
10.1(1)§
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1994 Stock Option Plan (Exhibit 10.1) | |
10.2(7)§
|
Amended and Restated 2000 Stock Option and Incentive Plan (Exhibit 99.1) | |
10.3(7)§
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Amended and Restated 2000 Employee Stock Purchase Plan (Exhibit 99.2) | |
10.4(1)§
|
Lease Agreement between the Registrant and W9/TIB Real Estate Limited Partnership, dated January 31, 2000, as amended (Exhibit 10.5) | |
10.5(1)§
|
Form of Indemnification Agreement between Registrant and each of its directors and executive officers (Exhibit 10.9) | |
10.6(8)
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Stock and Warrant Purchase Agreement, dated June 16, 2004 (Exhibit 10.1) | |
10.7(8)
|
Warrant Agreement, dated June 21, 2004 (Exhibit 10.2) | |
10.8(8)
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Form of Warrants (Exhibit 10.3) | |
10.9(8)
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Registration Rights Agreement, dated June 21, 2004 (Exhibit 10.4) | |
10.10(9)†
|
Master Joint Venture Agreement by and among the Registrant, Q-Cells AG (“Q-Cells”), Renewable Energy Corporation ASA (“REC”) and EverQ GmbH (“EverQ”), dated November 4, 2005 (Exhibit 10.17) | |
10.11(9)†
|
Technology Co-Operation Agreement by and between the Registrant and REC, dated November 24, 2005 (Exhibit 10.19) | |
10.12(10)§
|
Evergreen Solar, Inc. Management Incentive Policy (Exhibit 10.20) | |
10.13(6)
|
Registration Rights Agreement by and between the Registrant and SG Cowen & Co., LLC, as representative of the Initial Purchasers, dated June 29, 2005 (Exhibit 10.21) | |
E-1
Number |
Description |
|
10.14(11)†
|
Memorandum of Understanding by and among the Registrant, Q-Cells, EverQ and REC, dated June 5, 2006 (Exhibit 10.1) | |
10.15(12)†
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Amendment to the Master Joint Venture Agreement by and among the Registrant, Q-Cells, REC, REC Solar Grade Silicon LLC and EverQ, dated September 29, 2006 (Exhibit 10.26) | |
10.16(12)†
|
Sales Representative Agreement by and between the Registrant and EverQ, dated September 29, 2006 (Exhibit 10.27) | |
10.17(12)†
|
Amended and Restated License and Technology Transfer Agreement by and between the Registrant and EverQ, dated September 29, 2006 (Exhibit 10.18) | |
10.18(13)
|
Loan and Security Agreement between Silicon Valley Bank and the Registrant, dated April 6, 2007 (Exhibit 10.1) | |
10.19(14)
|
Stock Purchase Agreement by and between the Registrant and DC Chemical Co., Ltd. (“DC Chemical”), dated April 17, 2007 (Exhibit 10.1) | |
10.20(14)
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Stockholders Agreement by and between the Registrant and DC Chemical, dated April 17, 2007 (Exhibit 10.2) | |
10.21(15)†
|
Supply Agreement by and between the Registrant and DC Chemical, dated April 17, 2007 (Exhibit 10.3) | |
10.22(16)
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Guarantee and Undertaking of the Registrant, dated April 30, 2007 (Exhibit 10.1) | |
10.23(16)
|
Addendum to the Amended and Restated License and Technology Transfer Agreement between the Registrant and EverQ, dated April 30, 2007 (Exhibit 10.2) | |
10.24(17)§
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Change of Control Severance Agreement, dated as of June 14, 2007, between the Registrant and Richard M. Feldt (Exhibit 10.1) | |
10.25(17)§
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Change of Control Severance Agreement, dated as of June 14, 2007, between the Registrant and Michael El-Hillow (Exhibit 10.2) | |
10.26(17)§
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Change of Control Severance Agreement, dated as of June 14, 2007, between the Registrant and Brown F. Williams (Exhibit 10.3) | |
10.27(17)§
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Change of Control Severance Agreement, dated as of June 14, 2007, between the Registrant and Richard G. Chleboski (Exhibit 10.4) | |
10.28(17)§
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Change of Control Severance Agreement, dated as of June 14, 2007, between the Registrant and Dr. J. Terry Bailey (Exhibit 10.5) | |
10.29(17)§
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Change of Control Severance Agreement, dated as of June 14, 2007, between the Registrant and Gary T. Pollard (Exhibit 10.6) | |
10.30(18)§
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Change of Control Severance Agreement, dated as of July 30, 2007, between the Registrant and Rodolfo Archbold (Exhibit 10.1) | |
10.31(19)§
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Change of Control Severance Agreement, dated effective as of January 21, 2008, between the Registrant and Carl Stegerwald (Exhibit 10.1) | |
10.32(20)†
|
Amendment of Master Joint Venture Agreement by and among the Registrant, Q-Cells, REC and EverQ, dated October 23, 2007 (Exhibit 10.1) | |
10.33(21)†
|
Supply Agreement between the Registrant and Wacker Chemie AG, effective as of August 31, 2007 (Exhibit 10.1) | |
10.34*†
|
Supply Agreement between the Registrant and Solaricos Trading Ltd., dated as of October 24, 2007 | |
10.35*†
|
Memorandum of Understanding by and among the Registrant, EverQ, Q-Cells and REC, dated as of October 25, 2007 | |
10.36*
|
Lease Agreement between the Registrant and the Massachusetts Development Finance Agency (“MDFA”), dated November 20, 2007 | |
E-2
Number |
Description |
|
10.37*
|
Project Grant Agreement between the Registrant and MDFA, dated November 20, 2008. | |
10.38*
|
Project Grant Agreement between the Registrant and Massachusetts Technology Park Corporation, dated November 20, 2008 | |
10.39*†
|
Agreement for the Sale and Purchase of Solar Grade Silicon between the Registrant and Silicium de Provence S.A.S. (“Silpro”), dated December 7, 2007 | |
10.40*
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Subordinated Loan Agreement between the Registrant and Silpro, dated December 7, 2007 | |
10.41§§†
|
Supply Agreement by and between the Registrant and DC Chemical, dated January 30, 2008 | |
23.1*
|
Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm | |
23.2*
|
Consent of Leipzig, Germany PricewaterhouseCoopers AG | |
32.1§§
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(d) and Rule 15d-14(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2§§
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(d) and Rule 15d-14(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
99.1*
|
EverQ GmbH balance sheet for the period ended December 31, 2006 | |
99.2*
|
EverQ GmbH income statement for the period December 20 to December 31, 2006 | |
99.3*
|
EverQ GmbH cash flow for the period December 20 to December 31, 2006 | |
99.4*
|
EverQ GmbH notes to the financial statements for the period December 20 to December 31, 2006 | |
99.5*
|
Opinion Letter, Leipzig, Germany PricewaterhouseCoopers AG |
* | Filed with the same exhibit number with the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed on February 27, 2008. | |
† | Confidential treatment granted as to certain portions. | |
§ | Indicates a management contract or compensatory plan, contract or arrangement. | |
§§ | Filed herewith. | |
(1) | Incorporated herein by reference to the exhibits to the Registrant’s Registration Statement on Form S-1, initially filed on August 4, 2000. The number given in parenthesis indicates the corresponding exhibit number in such Form S-1. | |
(2) | Incorporated herein by reference to the exhibits to the Registrant’s Registration Statement on Form S-8, dated June 9, 2003. The number given in parenthesis indicates the corresponding exhibit number in such Form S-8. | |
(3) | Incorporated herein by reference to the exhibits to the Registrant’s Registration Statement on Form S-3 filed on October 21, 2004. The number given in parenthesis indicates the corresponding exhibit number in such Form S-3. |
E-3
(4) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K, dated January 2, 2007 and filed on January 8, 2007. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K. | |
(5) | Incorporated herein by reference to the exhibits to the Registrant’s Registration Statement on Form S-3, dated May 16, 2007. The number given in parenthesis indicates the corresponding exhibit number in such Form S-3. | |
(6) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K, dated June 23, 2005 and filed on June 29, 2005. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K. | |
(7) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K, dated July 15, 2005 and filed on July 21, 2005. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K. | |
(8) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K, dated June 21, 2004 and filed on June 22, 2004. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K. | |
(9) | Incorporated herein by reference to the exhibits to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2005 filed on March 16, 2006. The number given in parenthesis indicates the corresponding exhibit number in such Form 10-K. | |
(10) | Incorporated herein by reference to the exhibits to the Registrant’s Quarterly Report on Form 10-Q for the period ended April 2, 2005 filed on May 2, 2005. The number given in parenthesis indicates the corresponding exhibit number in such Form 10-Q. | |
(11) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K, dated June 5, 2006 and filed on June 9, 2006. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K. | |
(12) | Incorporated herein by reference by reference to exhibits to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2006 filed on November 7, 2006. The number given in parenthesis indicated the corresponding exhibit number in such Form 10-Q. | |
(13) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K, dated April 6, 2007 and filed on April 10, 2007. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K. | |
(14) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K, dated April 17, 2007 and filed on April 17, 2007. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K. | |
(15) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K/A, dated April 17, 2007 and filed on April 23, 2007. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K/A. | |
(16) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K, dated April 30, 2007 and filed on May 4, 2007. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K. | |
(17) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K, dated June 14, 2007 and filed on June 20, 2007. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K. |
E-4
(18) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K, dated July 30, 2007 and filed on August 2, 2007. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K. | |
(19) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K, dated January 18, 2008 and filed on January 22, 2008. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K. | |
(20) | Incorporated herein by reference to the exhibits to the Registrant’s Current Report on Form 8-K, dated October 23, 2007 and filed on October 29, 2007. The number given in parenthesis indicates the corresponding exhibit number in such Form 8-K. | |
(21) | Incorporated herein by reference by reference to exhibits to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2007 filed on November 8, 2007. The number given in parenthesis indicated the corresponding exhibit number in such Form 10-Q. |
E-5