UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): August 8, 2012
A123 Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-34463 |
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04-3583876 |
(State or other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
A123 Systems, Inc. |
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02451 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: 617-778-5700
(Former Name or Former Address, if Changed Since Last Report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
On August 8, 2012, A123 Systems, Inc. (the Company) issued a press release announcing the entry into the Memorandum of Understanding described under Item 8.01 below. The Companys press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information furnished under Item 7.01 in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, except as set forth by specific reference in such filing.
Item 8.01 Other Events
On August 8, 2012, the Company entered into a non-binding Memorandum of Understanding (the MOU) with Wanxiang Group Corporation (the Lender) providing the framework for a senior secured bridge loan facility in an amount of up to $75 million and subsequently, upon satisfaction of certain closing conditions, the purchase by the Lender of $200 million aggregate principal amount of the Companys 8.00% Senior Secured Convertible Notes. A copy of the MOU is attached hereto as Exhibit 99.2 and incorporated herein by reference. The Company cannot provide any assurance, however, that definitive documentation will be executed or, if it is executed, that the conditions to funding all or a portion of these amounts will be fulfilled.
Safe Harbor Disclosure
This report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are subject to risks, uncertainties and other important factors, including statements with respect to the expected benefits of the Lenders proposed strategic investment in the Company, the expansion of the Companys domestic capabilities and its potential to create long-term value for the Companys and the Lenders customers, investors and other stakeholders, the execution of definitive documentation for the proposed financings, the satisfaction of conditions to closing all or a portion of the financings and the closing of all or a portion of these financings. Among the factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: failure to obtain required shareholder and government approvals, delays in the development of the Companys products, delays in the scale-up, revalidation and increased efficiency of the Companys manufacturing capacity, delays in the Companys production ramp, adverse economic conditions in general and adverse economic conditions specifically affecting the markets in which the Company and the Lender operate, and other risks detailed in the Companys quarterly report on Form 10-Q for the quarter ended March 31, 2012 and other publicly available filings with the U.S. Securities and Exchange Commission. All forward-looking statements reflect the Companys expectations only as of the date of this release and should not be relied upon as reflecting the Companys views, expectations or beliefs at any date subsequent to the date of this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
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Description |
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99.1 |
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Press Release of A123 Systems, Inc., dated August 8, 2012 |
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99.2 |
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Memorandum of Understanding, dated August 8, 2012, by and between A123 Systems, Inc. and Wanxiang Group Corporation |