8-KOther Events

FIRST SOLAR, INC. 8-K Report, Corporate Update (Aug 12, 2015)

Filed August 12, 2015For Securities:FSLR

Summary

This 8-K filing from First Solar, Inc. (FSLR) provides an update on a significant class action lawsuit filed in 2012. The lawsuit, Smilovits v. First Solar, Inc., et al., alleges violations of securities laws related to alleged false and misleading statements about the company's financial performance and prospects between April 30, 2008, and February 28, 2012. On August 11, 2015, a court order was issued that partially granted and partially denied motions for summary judgment for both the defendants and plaintiffs. Crucially, the court has certified one specific issue, "loss causation," for an immediate interlocutory appeal to the Ninth Circuit Court of Appeals. The company intends to pursue this appeal, which, if accepted, will temporarily halt further proceedings in the class action until the Ninth Circuit makes its decision.

Key Highlights

  • 1Update on ongoing 2012 class action lawsuit alleging securities fraud.
  • 2Court denied in part and granted in part defendants' motion for summary judgment on August 11, 2015.
  • 3Court also denied plaintiffs' motion for summary judgment.
  • 4A key issue, 'loss causation,' has been certified for immediate interlocutory appeal to the Ninth Circuit Court of Appeals.
  • 5First Solar intends to file a petition for this immediate appeal.
  • 6Further proceedings in the class action will be stayed pending the Ninth Circuit's decision on whether to hear the appeal and the appeal's ultimate outcome.

Frequently Asked Questions

The primary purpose is to provide an update to investors regarding a significant class action lawsuit filed against First Solar and certain current and former directors and officers. Specifically, it details a recent court order and the company's intention to appeal a key aspect of that order.

The lawsuit generally alleges that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by making false and misleading statements regarding the company's financial performance and prospects during the period from April 30, 2008, to February 28, 2012.

The court denied parts of the defendants' motion for summary judgment and granted other parts. It also denied the plaintiffs' motion for summary judgment. Most notably, the court certified the issue of 'loss causation' for an immediate interlocutory appeal.

The court chose to follow a line of cases that will likely lead to a lengthy and expensive trial if the appeal is not successful. By certifying this issue for immediate appeal, the company has the opportunity to seek a potentially favorable ruling from a higher court (the Ninth Circuit) before proceeding with a full trial, which could significantly impact the duration and outcome of the litigation.

First Solar intends to file a petition for an immediate appeal with the Ninth Circuit Court of Appeals. If the Ninth Circuit agrees to hear the appeal, all further proceedings in the class action lawsuit will be stayed (paused) until the Ninth Circuit reaches a decision on the appeal.