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ENER > SEC Filings for ENER > Form 8-K on 25-Aug-2009All Recent SEC Filings

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Form 8-K for ENERGY CONVERSION DEVICES INC


25-Aug-2009

Completion of Acquisition or Disposition of Assets, Financial State


Item 2.01. Completion of Acquisition or Disposition of Assets

As announced previously, on July 21, 2009, Energy Conversion Devices, Inc. ("ECD" or the "Company"), and Solar Integrated Technologies, Inc. ("SIT"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), under which a subsidiary of ECD was to be merged with and into SIT subject to terms and conditions set forth in the Merger Agreement (the "Merger"). On August 19, 2009, ECD and SIT completed the Merger. As a result, SIT is now a wholly-owned subsidiary of ECD.

In connection with the Merger, common shares of SIT were cancelled and, other than those shares owned by ECD or any wholly owned subsidiary of ECD or by stockholders of SIT who have validly exercised their appraisal rights under Delaware law, automatically converted into a non-tradable right to receive 6.75 pence in cash (or approximately $0.11) for each share of SIT for an aggregate of $11.2 million.

A press release announcing the completion of the Merger is filed with this report as Exhibit 99.2.



Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

(1) The audited financial statements for SIT for the fiscal year ended December 31, 2008 are attached to this report as Exhibit 99.1.

(2) The interim unaudited financial statements for SIT for the six month period ended June 30, 2009 required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date upon which this current report on Form 8-K must be filed.

(b) Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date upon which this current report on Form 8-K must be filed.

(d) Exhibits.
23.1 Consent of Ernst & Young LLP
99.2 Press release dated August 19, 2009 announcing completion of Solar Integrated Technologies, Inc. acquisition.


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