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CPTC.OB > SEC Filings for CPTC.OB > Form 8-K on 11-Sep-2009All Recent SEC Filings

Show all filings for COMPOSITE TECHNOLOGY CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for COMPOSITE TECHNOLOGY CORP


11-Sep-2009

Entry into a Material Definitive Agreement, Completion of Acquisition o


Item 1.01. Entry into a Material Definitive Agreement; Amendment of Material Definitive Agreement

On August 10, 2009, the Registrant and its wholly-owned subsidiary DeWind, Inc. ("DeWind"), a Nevada corporation, entered into an Asset Purchase Agreement ("Purchase Agreement") with Daewoo Shipbuilding & Marine Engineering Co., Ltd. ("Buyer"), a Korean corporation. Under the Purchase Agreement, DeWind agreed to sell substantially all of its assets for the purchase price of $46.5 million and assumption of certain liabilities. Also on August 10, 2009, DeWind, Ltd., a UK private limited company and a wholly-owned subsidiary of the Registrant ("UK DeWind"), entered into an Asset Purchase Agreement ("UK Agreement", and together with the Purchase Agreement, the "Agreements") with Buyer under which UK DeWind agreed to sell certain assets for the purchase price of $3.0 million. These transactions were reported in the Current Report on Form 8-K filed on August 14, 2009.

On September 4, 2009 the Registrant amended both of these agreements. The Purchase Agreement was amended to revise the definition of Assumed Liabilities and Excluded Liabilities. It also clarified that $17,175,000 of the purchase price would be placed into escrow pursuant to an escrow agreement entered into among the parties. The Purchase Agreement also revised some additional sections relating to DeWind representations and covenants and the indemnification by Buyer. The UK Agreement was amended to clarify tax obligations and provide representations regarding the business of DeWind Ltd.

The Registrant also assigned its trademark logo to DeWind Turbine pursuant to a Trademark Assignment Agreement dated as of September 4, 2009 and the Registrant agreed to use a different logo after nine months.

The description of the Amendments, the Escrow Agreement and the Trademark Assignment Agreement are each qualified in its entirety by reference to such agreement attached hereto as Exhibit 2.1, Exhibit 2.2, Exhibit 10.1 and Exhibit 10.2, respectively.



Item 2.01 Completion of Acquisition; Disposition of Assets

On September 4, 2009 DeWind and UK DeWind completed the sale of substantially all of their assets to Buyer pursuant to the Asset Purchase Agreements executed on August 10, 2009. DeWind and UK DeWind distributed the assets to two wholly-owned subsidiaries of Buyer, DeWind Turbine Co., a California corporation, and Blitz 09-447 GmbH, a German corporation. Buyer paid the purchase price of $49.5 million, of which approximately $17.2 million was placed into escrow. Of the remaining $29.3 million, $5.0 million was paid to the Registrant's secured lender, $1.2 million was paid to a contract manufacturer, $1.7 million was paid to a financial advisor and $700,000 was paid to the Registrant's attorneys for this transaction. The remaining $23.7 million was paid to DeWind and UK DeWind.


Item 5.02 Departure of Certain Officers

In connection with the DeWind asset sale, Robert Rugh was terminated as DeWind's President, effective as of September 4, 2009.



Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number   Exhibit Title or Description

2.1              Amendment No. 1 dated as of September 4, 2009 to the Asset Purchase
                 Agreement by and between Daewoo Shipbuilding & Marine Engineering
                 Co. Ltd. and DeWind, Inc. and the Registrant dated as of August 10,
                 2009 (1)

2.2              Amendment No. 1 dated as of September 4, 2009 by and between Daewoo
                 Shipbuilding & Marine Engineering Co. Ltd. and DeWind, Ltd. dated as
                 of August 10, 2009

10.1             Escrow Agreement dated as of September 4, 2009 by and among Daewoo
                 Shipbuilding & Marine Engineering Co. Ltd. ("DSME"), DeWind, Inc.,
                 the Registrant and U.S. Bank National Association, as escrow agent
                 (1)

10.2             Trademark Assignment Agreement dated as of September 4, 2009 by and
                 among the Registrant and DeWind Turbine Co., a wholly-owned
                 subsidiary of DSME

(1) Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

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