8-KSecurities & ListingOther EventsExhibits & Filings

FIRST SOLAR, INC. 8-K Report, Unregistered Securities Sale (Apr 9, 2009)

Filed April 9, 2009For Securities:FSLR

Summary

First Solar, Inc. (FSLR) announced the completion of its acquisition of OptiSolar Inc.'s solar power project development business on April 3, 2009. This strategic move involved a merger where First Solar issued approximately 2.97 million shares of its common stock to OptiSolar shareholders as consideration. A portion of these shares are subject to escrow for indemnification and potential release based on the satisfaction of certain OptiSolar liabilities. While these shares were issued in a private placement exempt from registration under Section 4(2) of the Securities Act, First Solar has filed a registration statement to permit the resale of a significant portion of these newly issued shares. This acquisition is expected to enhance First Solar's project development capabilities, a key area for growth in the expanding solar energy market.

Key Highlights

  • 1First Solar acquired the solar project development business of OptiSolar Inc. on April 3, 2009.
  • 2The acquisition was completed through a merger transaction.
  • 3First Solar issued approximately 2,972,420 shares of its common stock as part of the acquisition consideration.
  • 4A portion of the issued shares (732,789) are held in escrow to cover indemnification obligations.
  • 5Additional shares (355,096) may be issued pending the satisfaction of certain OptiSolar liabilities.
  • 6The shares were issued via a private placement exempt from registration.
  • 7First Solar has filed a registration statement for the resale of 2,801,435 of these shares.

Frequently Asked Questions

This 8-K filing primarily announces the completion of First Solar's acquisition of OptiSolar's solar power project development business and details the unregistered sale of equity securities issued as part of the transaction.

Approximately 2,972,420 shares of First Solar common stock were issued in connection with the acquisition. This includes shares placed in escrow and potential Holdback Shares.

The shares were initially issued in a private placement. First Solar has filed a registration statement to allow for the resale of 2,801,435 of these shares by the recipients, indicating they will become available for public trading after the registration process is complete and other conditions are met.

The 732,789 escrowed shares are held to satisfy potential indemnification obligations by the seller. The 355,096 Holdback Shares are subject to certain conditions related to OptiSolar's existing liabilities and may be issued to the seller if those conditions are met.