SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2009
FIRST SOLAR, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
350 West Washington Street
Tempe, Arizona 85281
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (602) 414-9300
(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:
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
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
Item 3.02. Unregistered Sales of Equity Securities.
On April 3, 2009, First Solar, Inc. (First Solar) completed the acquisition of the solar
power project development business (the Project Business) of OptiSolar Inc., a Delaware
corporation (OptiSolar). Pursuant to an Agreement and Plan of Merger (the Merger Agreement)
dated as of March 2, 2009 by and among First Solar, First Solar Acquisition Corp., a Delaware
corporation (Merger Sub), OptiSolar and OptiSolar Holdings LLC, a Delaware limited liability
company (OptiSolar Holdings), Merger Sub merged with and into OptiSolar, with OptiSolar surviving
as a wholly-owned subsidiary of First Solar (the Merger). Pursuant to the Merger, all the
outstanding shares of common stock of OptiSolar held by OptiSolar Holdings were exchanged for the
Merger Shares (as defined below).
The Merger Shares
consist of 2,972,420 shares of First Solar common stock, including (i) 732,789 shares that have been deposited
with an escrow agent to support certain indemnification obligations, and (ii) 355,096 shares that may be issued
upon satisfaction of conditions relating to the satisfaction of certain
existing liabilities of OptiSolar (the Holdback Shares).
The Merger Shares were
issued, and any Holdback Shares will be issued, in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the Securities Act). First Solar has prepared and filed with the Securities and Exchange
Commission a registration statement under the Securities Act covering the resale of 2,801,435 of the Merger Shares.
Item 8.01. Other Events.
The information included in Item 3.02 above is incorporated by reference into this Item 8.01.
On April 3, 2009, First Solar issued a press release announcing completion of the acquisition of the Project Business.
A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
||Press Release of First Solar dated April 3, 2009.