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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2009
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SPIRE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-12742 04-2457335
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Patriots Park, Bedford, Massachusetts 01730-2396
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(Address of Principal Executive Offices) (Zip Code)
(781) 275-6000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPIRE CORPORATION
Date: June 9, 2009 By: /s/ Christian Dufresne
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Christian Dufresne
Chief Financial Officer and Treasurer