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SPIR > SEC Filings for SPIR > Form 8-K on 9-Jun-2009All Recent SEC Filings

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Form 8-K for SPIRE CORP


9-Jun-2009

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agree


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 3, 2009, Spire Corporation (the "Company") entered into a Liquidation Agreement, as amended (the "Liquidation Agreement"), with Gloria Solar Co., Ltd. and related entities ("Gloria Solar") pursuant to which the parties agreed to liquidate their joint venture, Gloria Spire Solar, LLC (the "Joint Venture"). The Joint Venture was originally formed for the purpose of pursuing the solar photovoltaic systems market within the United States. The Company owns 45% of the Joint Venture and Gloria Solar owns 55%.

Under the terms of the Liquidation Agreement, the parties agreed to a specified allocation of the remaining assets of the Joint Venture after all liabilities have been paid, with each party receiving a share of project leads, intellectual property and remaining cash. The Company will be taking responsibility over supporting the Joint Venture's existing client base, including the remaining warranties.

The liquidation of the Joint Venture is expected to be completed within 30 days.

Under the terms of the Liquidation Agreement, as of the effective date of the Joint Venture's dissolution, the primary Joint Venture-related agreements will be terminated, including the Operating Agreement of the Joint Venture and the original Contribution Agreement. All non-competition and non-solicitation agreements between the parties contained in any of the Joint Venture-related agreements will terminate as of the Dissolution Date.



ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

The information provided pursuant to Item 1.01 regarding the termination of the Operating Agreement and the Contribution Agreement is incorporated into this Item 1.02 by reference.

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