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VLNC > SEC Filings for VLNC > Form 8-K on 13-Jul-2012All Recent SEC Filings

Show all filings for VALENCE TECHNOLOGY INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VALENCE TECHNOLOGY INC


13-Jul-2012

Bankruptcy or Receivership, Triggering Events That Accelerate or Increase


Item 1.03. Bankruptcy or Receivership.

On July 12, 2012, Valence Technology, Inc. (the "Company" or the "Debtor") filed a voluntary petition in the United States Bankruptcy Court for the Western District of Texas (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 ("Chapter 11") of Title 11 of the United States Bankruptcy Code ("Bankruptcy Code"). The Chapter 11 case is being administered under the caption "In re Valence Technology, Inc.," Case No. 12-11580 (the "Chapter 11 Case"). The Debtor remains in possession of its assets and continues to operate its business as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

On July 12, 2012, the Company issued a press release regarding the filing of the Chapter 11 Case. A copy of the press release is attached hereto as Exhibit 99.1.



Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The commencement of the Chapter 11 Case described in Item 1.03 above constitutes or may constitute an event of default or otherwise triggers or may trigger repayment obligations under the Company's debt obligations. As a result of such an event of default or triggering event, such debt obligations of the Company have become due and payable. Any efforts or actions to enforce those payment obligations are stayed as a result of the filing of the Chapter 11 Case. The material debt agreements, and the approximate aggregate principal balance of debt outstanding thereunder as of July 12, 2012, are as follows:

Loan and Security Agreement between the Company and iStar Tara LLC, successor in interest to SFT I, Inc., dated as of July 13, 2005, as amended, with principal amount of $3.0 million purchased by Carl Warden effective in March 2012. The balance on this loan (including accrued interest) as of July 12, 2012 was approximately $3.0 million.

Loan Agreement dated July 17, 1990 between the Company and Baccarat Electronics, Inc. and subsequently transferred to Berg & Berg Enterprises, LLC, as amended. The balance on this loan (including accrued interest) as of July 12, 2012 was approximately $32.2 million.

Loan Agreement dated October 5, 2001 between the Company and Berg & Berg Enterprises, LLC, as amended. The balance on this loan (including accrued interest) as of July 12, 2012 was approximately $36.9 million.

The ability of creditors of the Company to seek remedies to enforce their rights against the Company under the agreements described above is automatically stayed as a result of the filing of the Chapter 11 Case and the creditors' rights of enforcement are subject to the applicable provisions of the Bankruptcy Code.



Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 11, 2012, the Company requested to the NASDAQ Stock Market LLC ("NASDAQ") that, in connection with the expected filing of the Chapter 11 Case described in Item 1.03, trading of its common stock on The NASDAQ Capital Market be suspended prior to the open of the market on July 12, 2012. The Company also requested that the hearing before the NASDAQ Hearings Panel scheduled for July 26, 2012 (as described in the Company's Form 8-K filed on July 11, 2012) be cancelled. By letter dated July 12, 2012, NASDAQ notified the Company that its listing would be suspended prior to the market open on July 16, 2012. As a result of the filing of the Chapter 11 Case, trading in the Company's stock was halted before the open of trading on July 12, 2012.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release dated July 12, 2012.


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