Filed Pursuant to Rule 424(b)(3)
Registration No. 333-128074
PROSPECTUS SUPPLEMENT NO. 2
TO PROSPECTUS DATED DECEMBER 20, 2005
$90,000,000
EVERGREEN SOLAR, INC.
4.375% Convertible Subordinated Notes due 2012
and the Common Stock Issuable Upon Conversion of the Notes
This Prospectus Supplement supplements the Prospectus dated December 20, 2005 (as previously
supplemented by the Prospectus Supplement dated March 31, 2006) (the “Prospectus”) of Evergreen
Solar, Inc. relating to the offer and sale from time to time by certain selling securityholders of
our 4.375% Convertible Subordinated Notes due 2012 (the “Notes”), and the common stock issuable
upon conversion of the Notes. We will not receive any proceeds from the sale of the Notes or the
common stock issuable upon conversion of the Notes by the selling securityholders.
This Prospectus Supplement should be read in conjunction with, and may not be delivered or
utilized without, the Prospectus. This Prospectus Supplement is qualified by reference to the
Prospectus, except to the extent that the information in this Prospectus Supplement supersedes the
information contained in the Prospectus.
Investing in the Notes or the common stock into which the Notes are convertible involves
risks. See “Risk Factors” beginning on page 8 of the Prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is June 30, 2006.
SELLING SECURITYHOLDERS
The table below supplements or amends the information in the table appearing under the heading
“Selling Securityholders” beginning on page 62 of the Prospectus. Where the name of a selling
securityholder identified in the table below also appears in the table in the Prospectus, the
information set forth in the table below regarding that selling securityholder supersedes the
information in the Prospectus. The following table contains information as of June 26, 2006 with
respect to the selling securityholders listed below and the principal amount of notes and the
underlying common stock beneficially owned by such selling securityholder that may be offered using
this prospectus. Information concerning the selling securityholders may change from time to time
and, if necessary, we will amend or supplement the Prospectus accordingly.
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Principal Amount at |
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Maturity of Notes |
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Number of Shares of |
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Percentage of |
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Beneficially Owned |
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Percentage of Notes |
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Common Stock That |
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Common Stock |
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Name |
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That May Be Sold |
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Outstanding |
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May Be Sold (1) |
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Outstanding (2) |
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Cowen & Co. LLC |
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$ |
2,500,000 |
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2.78 |
% |
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338,294 |
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* |
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Wolverine
Convertible
Arbitrage Fund
Limited |
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$ |
500,000 |
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* |
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67,658 |
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* |
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* |
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Less than 1% |
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(1) |
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Assumes conversion of all of the holder’s Notes at a conversion price
of $7.39 per share of common stock. However, this conversion rate is
subject to adjustment as described under the section entitled
“Description of Notes — Conversion Rights.” As a result, the number of
shares of common stock issuable upon conversion of the Notes may
increase or decrease in the future. |
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(2) |
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Calculated based on 67,128,207 shares of common stock outstanding as
of June 26, 2006. In calculating each holder’s percentage of common
stock outstanding, we treated as outstanding the number of shares of
common stock issuable upon conversion of all of that particular
holder’s Notes. However, we did not assume the conversion of any other
holder’s Notes. |