UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
§ 240.13d-1(a)
(Amendment No. 1)
STR Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
74878V100
(CUSIP Number)
Karen Dickinson
Polsinelli PC
One East Washington St., Suite 1200
Phoenix, AZ 85004-2568
(602)650-2328
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ¨.
* The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 78478V100
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Zhen Fa New Energy (U.S.) Co., Ltd. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS*
AF, BK |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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Not Applicable |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
27,632,130 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
27,632,130 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
27,632,130 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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Not Applicable
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.9% |
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14 |
TYPE OF REPORTING PERSON
CO |
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CUSIP No. 78478V100
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Zha Zhengfa |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS*
OO |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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Not Applicable |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
27,632,130 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
27,632,130 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
27,632,130 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
Not Applicable
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.9% |
|
14 |
TYPE OF REPORTING PERSON
IN |
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SCHEDULE 13D
This statement constitutes Amendment No. 1 (the “Amendment”)
and is filed by and on behalf of each Reporting Person to amend and supplement the Schedule 13D originally filed with the United
States Securities and Exchange Commission (“SEC”) on August 21, 2014 (the “Original Schedule 13D”),
with respect to the shares of common stock, par value $0.01 per share (“Common Stock”), of STR Holdings, Inc.,
a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined in this Amendment shall
have the meanings set forth in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and restated
to read as follows:
Pursuant to the Purchase
Agreement (defined below) by and between the Purchaser and the Company, the Purchaser purchased an aggregate of 27,632,130 shares
(the “Purchased Shares”) of the Company’s authorized but unissued Common Stock, for an aggregate purchase
price (“Purchase Price”) of approximately $21.7 million, or $0.784 per share (the “Transaction”).
The Purchaser funded a portion of the Purchase Price through a loan obtained by the Zhenfa Group from the Export-Import Bank of
China (“EXIM Bank”). It is anticipated that the Purchaser may later pledge the Purchased Shares as collateral
in support of borrowings obtained by the Zhenfa Group from EXIM Bank which are outstanding from time to time.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and restated
to read as follows:
(a)-(b)-(c)-(d)-(e)-(f)-(g)
On August 11, 2014 (the “Effective Date”), the Purchaser entered into the Stock Purchase Agreement (the
“Purchase Agreement”) with the Company which provides for the purchase of shares of the authorized but unissued
Common Stock of the Company which, upon the December 15, 2014 closing (the “Closing”) of the Transaction,
resulted in the Purchaser acquiring approximately 51% of the Company’s outstanding Common Stock. In connection with the Purchase
Agreement, Zhenfa Group established a strategic relationship with the Company under the Sales Services Agreement (defined below)
to assist with the marketing, sales and distribution of the Company’s encapsulant products. Pursuant to the Guarantee Agreement
(defined below), Zhenfa Group also guaranteed the Purchaser’s performance under the Purchase Agreement.
Purchase Agreement
Pursuant to the Purchase Agreement, the
Company agreed to issue and sell to the Purchaser, and the Purchaser agreed to purchase from the Company, the Purchased Shares
of the Company’s authorized but unissued Common Stock, for the Purchase Price. The Transaction closed on December 15, 2014.
At Closing, the Company entered into a
registration rights agreement with the Purchaser (the “Registration Rights Agreement”) that will, among
other things, require the Company to register the Purchased Shares upon the request of the Purchaser or certain transferees of
the Purchased Shares. Pursuant to the terms of the Registration Rights Agreement, these registration rights will not become effective
until one year after the Closing and the costs incurred in connection with such registrations will be borne by the Company.
In connection with the Closing, the Company
declared a special dividend (the “Special Dividend”) on December 11, 2014 to be paid to all stockholders of
the Company (other than the Purchaser) in an amount equal to $0.85 per share on January 2, 2015. The Company obtained approval
from the stockholders on November 14, 2014 for a reverse stock split following the payment of the Special Dividend.
Immediately following the Closing, the
Company reconstituted the Board, such that, subject to certain conditions and the fiduciary duties of the Board, the Board consists
of seven directors, of which (i) four directors were designated by the Purchaser (the “Purchaser Directors”),
two of whom qualify as independent directors (in accordance with the applicable rules and regulations of the New York Stock Exchange
and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) two are continuing existing
independent directors of the Company (the “Continuing Directors”) and (iii) one is the Chief Executive Officer
of the Company. From the Closing until the Company’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”),
the Continuing Directors were constituted as a new standing committee of the Board (the “Continuing Directors Committee”).
The Continuing Directors Committee will have the power and authority, among other things, to (i) represent the Company in
enforcing all matters under the Purchase Agreement and (ii) review and approve certain related party transactions with the Purchaser
and its affiliates. In addition, until the 2017 Annual Meeting, the Purchaser has agreed, among other things and subject to applicable
fiduciary duties, (i) to vote its shares of Common Stock for the election of the nominees for Continuing Directors; (ii) that at
least one Continuing Director shall serve on each committee of the Board; and (iii) that a Continuing Director shall be appointed
as chair of all standing committees.
The parties also agreed that, from the
Effective Date through the date of the 2017 Annual Meeting, unless otherwise consented to by the Purchaser and the Continuing Directors
Committee, the Company will: (i) use commercially reasonable efforts to retain its listing on the New York Stock Exchange; (ii)
continue to file all required reports with the Securities and Exchange Commission (the “SEC”); (iii) continue
to carry on its business as a manufacturer of solar panel encapsulant products in the ordinary course consistent with past practice;
and (iv) use commercially reasonable efforts to preserve substantially intact its present business organization, and to continue
the employment and services of its current executive officers and key technical personnel.
For a period of two years following the
Closing, the Purchaser has agreed that, without the consent of the Continuing Directors Committee, neither it nor any of its affiliates
will acquire any further shares of Common Stock, provided, however, that subject to certain limitations, the Purchaser may from
time to time purchase shares in order to continue to maintain an ownership interest up to an aggregate of 52% of the issued and
outstanding Common Stock.
Sales Service Agreement
In connection with the execution of the
Purchase Agreement, the Company entered into a sales service agreement (the “Sales Service Agreement”) with
Zhenfa Group whereby Zhenfa Group has agreed, among other things, to assist the Company in a number of endeavors, including, without
limitation, marketing and selling the Company’s products in China, acquiring local raw materials, hiring and training personnel
in China, and complying with Chinese law. Pursuant to the Sales Service Agreement, Zhenfa Group has also agreed to provide
the Company with an option to lease a manufacturing facility owned by Zhenfa Group. Such facility will be at least 10,000
square meters and will be rent free for a period of at least five years. If the Company wishes to extend its lease, rent
will be at 50% of market rent for a second five year term. The Sales Service Agreement became effective on the date of Closing,
has an initial term of two years following the date of Closing and is automatically extended for one year periods unless terminated
earlier. The Sales Service Agreement may also be terminated by either party at such time as Zhenfa Group and its affiliates
own less than 10% of the outstanding Common Stock of the Company.
Guarantee Agreement
In connection with the execution of the Purchase Agreement,
the Company entered into a guarantee agreement (the “Guarantee Agreement”) with Zhenfa Group, pursuant to which
Zhenfa Group has agreed to guarantee all obligations of the Purchaser under the Purchase Agreement, including, but not limited
to, the performance of all post-closing covenants and agreements of the Purchaser in the Purchase Agreement.
Item 5. Interest in Securities of
the Issuer
Item5 of the Original Schedule 13D is hereby
amended and restated to read as follows:
(a) and (b)
Effective as of the
Closing, the Purchaser is the record owner of 27,632,130 shares of Common Stock (or approximately 51% of the shares of Common Stock
outstanding) with sole voting and dispositive power over such shares. By virtue of his 98% ownership interest in Jiangsu Zhenfa,
Zha Zhengfa may be deemed to also have sole voting and dispositive power over such shares.
The calculation of
the beneficial ownership percentages set forth in this Item 5(a) and Item 5(b) is based on 26,564,889 shares of common stock outstanding
as of October 31, 2014, as reported in the Form 10-Q filed by the Company with the SEC on November 13, 2014 and the 27,632,130
shares of Common Stock purchased pursuant to the Transaction.
(c) Except
as described in this Schedule 13D, there have been no transactions in the shares of Common Stock effected by the Reporting
Persons, or, to the best of the Reporting Persons’ knowledge, any person or entity identified on Schedule A
hereto, during the last 60 days.
(d) To the best of the knowledge of the Reporting Persons, neither the Reporting Persons nor any of their respective
directors and executive officers named in Schedule A hereto has or knows any other person who has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, any Company Common Stock beneficially owned
by the Reporting Persons.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended and restated
to read as follows:
The information set forth under Items 3,
4 and 5 and the agreements set forth on the Exhibits attached hereto are incorporated herein by reference. Other than the Purchase
Agreement and the Registration Rights Agreement described in Items 3 and 4, to the best of the Reporting Persons’ knowledge,
there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons, or any
subsidiary of the Reporting Persons or any person listed on Schedule A hereto, and any person with respect to the securities
of Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies,
including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting
power or investment power over such securities.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Original Schedule 13D is hereby amended and restated
to read as follows:
1 |
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Stock Purchase Agreement, dated August 11, 2014, by and between STR Holdings, Inc. and Zhen Fa New Energy (U.S.) Co., Ltd.† |
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24.1 |
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Power of Attorney of Zhen Fa New Energy (U.S.) Co.,
Ltd., dated December 17, 2014. |
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24.2 |
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Power of Attorney of Zha Zhengfa, dated November 12,
2014. |
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99.1 |
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Joint Filing Agreement, dated August 21, 2014. †† |
† Exhibit 1 was filed as
Exhibits 2.1 to the Company’s Form 8-K filed on August 12, 2014 (file no. 001-34529) and is incorporated herein by
reference.
†† Exhibit 99.1 was
filed as Exhibit 99.1 to the Schedule 13D filed on August 21, 2014 (file no. 005-85108) by Zhen Fa New Energy (U.S.)
Co., Ltd. and is incoporated herein by reference.
SCHEDULE 13D/A
CUSIP No. 78478V100
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete
and correct.
Date: December 17, 2014
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Zhen Fa New Energy (U.S.) Co., Ltd. |
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By: |
/ S / NANCI WILLIAMS, attorney-in-fact |
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Cindy Lin |
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President |
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By: |
/ S / NANCI WILLIAMS, attorney-in-fact |
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Zha Zhengfa |
SCHEDULE A
Schedule A is hereby amended and supplemented
by adding the following:
Transactions in the shares of Common
Stock by the Reporting Persons
During the Past 60 Days
Reporting Person |
Shares of Common Stock
Purchased/(Sold) |
Cash Consideration Received Per Share ($) |
Date of
Purchase/Sale |
Zhen Fa New Energy (U.S.) Co., Ltd. |
27,632,130 |
$0.784 |
December 15, 2014 |
Exhibit 24.1
LIMITED POWER OF ATTORNEY FOR
REPORTING OBLIGATIONS
Know all by these
presents, that the undersigned hereby makes, constitutes and appoints each of Karen Dickinson, Yu Cai and Nanci Williams, each
acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned, in the undersigned’s capacity as an officer and/or
director of STR Holdings, Inc., a Delaware corporation (the “Company”), or a beneficial owner of the securities of
the Company to:
| 1. | prepare, execute, acknowledge, deliver and file in the undersigned’s name and on the undersigned’s
behalf, and submit to the United States Securities and Exchange Commission (the “SEC”), a Form ID (including any amendments
thereto) and any other documents necessary or appropriate to obtain codes and passwords for the undersigned to make electronic
filings with the SEC of reports required by Rule 144 of the Securities Act of 1933 and Section 13 (d), 13(g), and 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time; |
| 2. | prepare, execute, acknowledge, deliver and file (a) Form 144, (b) Forms 3, 4 and 5 (including any
amendments thereto), or (c) Schedule 13D and Schedule 13G (including any amendments thereto) with respect to the securities of
the Company required to be filed with the SEC, any national securities exchanges and the Company pursuant to applicable securities
laws; |
| 3. | seek or obtain, as the undersigned’s representative and on the undersigned’s behalf,
information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves
and ratifies any such release of information; and |
| 4. | take any other action of any type whatsoever in connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned in connection
with the foregoing. |
The undersigned acknowledges
that:
i) This Limited Power of Attorney
authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact
without independent verification of such information.
ii) Any documents prepared and/or
executed by either of such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in
such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary
or desirable.
iii) Neither the Company nor
either of such attorneys-in-fact assumes (A) any liability for the undersigned’s responsibility to comply with the requirement
of applicable securities laws, (B) any liability of the undersigned for any failure to comply with such requirements, or (C) any
obligation or liability of the undersigned for profit disgorgement under applicable securities laws.
iv) This Limited Power of Attorney
does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under applicable securities
laws, including without limitation the reporting requirements under applicable securities laws.
The undersigned hereby
gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes
as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of
the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power
of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first
paragraph hereof (“Prior Powers of Attorney”), and the authority of the attorneys-in-fact named in any Prior Powers
of Attorney is hereby revoked.
This Limited Power
of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 144, Forms 3, 4 and
5, and Schedule 13D or Schedule 13G (including amendments thereto) with respect to the undersigned’s holdings and transactions
in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Signature Page Below]
IN WITNESS WHEREOF,
the undersigned has caused this Power of Attorney to be executed as of this 17th day of December, 2014.
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Zhen Fa New Energy (U.S.) Co., Ltd. |
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By: |
/s/ Cindy Lin |
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Cindy Lin |
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President |
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Exhibit 24.2
LIMITED POWER OF ATTORNEY FOR
REPORTING OBLIGATIONS
Know all by these
presents, that the undersigned hereby makes, constitutes and appoints each of Karen Dickinson, Yu Cai and Nanci Williams, each
acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned, in the undersigned’s capacity as an officer and/or
director of STR Holdings, Inc., a Delaware corporation (the “Company”), or a beneficial owner of the securities of
the Company to:
| 1. | prepare, execute, acknowledge, deliver and file in the undersigned’s name and on the undersigned’s
behalf, and submit to the United States Securities and Exchange Commission (the “SEC”), a Form ID (including any amendments
thereto) and any other documents necessary or appropriate to obtain codes and passwords for the undersigned to make electronic
filings with the SEC of reports required by Rule 144 of the Securities Act of 1933 and Section 13 (d), 13(g), and 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time; |
| 2. | prepare, execute, acknowledge, deliver and file (a) Form 144, (b) Forms 3, 4 and 5 (including any
amendments thereto), or (c) Schedule 13D and Schedule 13G (including any amendments thereto) with respect to the securities of
the Company required to be filed with the SEC, any national securities exchanges and the Company pursuant to applicable securities
laws; |
| 3. | seek or obtain, as the undersigned’s representative and on the undersigned’s behalf,
information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves
and ratifies any such release of information; and |
| 4. | take any other action of any type whatsoever in connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned in connection
with the foregoing. |
The undersigned acknowledges
that:
i) This Limited Power of Attorney
authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact
without independent verification of such information.
ii) Any documents prepared and/or
executed by either of such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in
such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary
or desirable.
iii) Neither the Company nor
either of such attorneys-in-fact assumes (A) any liability for the undersigned’s responsibility to comply with the requirement
of applicable securities laws, (B) any liability of the undersigned for any failure to comply with such requirements, or (C) any
obligation or liability of the undersigned for profit disgorgement under applicable securities laws.
iv) This Limited Power of Attorney
does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under applicable securities
laws, including without limitation the reporting requirements under applicable securities laws.
The undersigned hereby
gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes
as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of
the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power
of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first
paragraph hereof (“Prior Powers of Attorney”), and the authority of the attorneys-in-fact named in any Prior Powers
of Attorney is hereby revoked.
This Limited Power
of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 144, Forms 3, 4 and
5, and Schedule 13D or Schedule 13G (including amendments thereto) with respect to the undersigned’s holdings and transactions
in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
[Signature Page Below]
IN WITNESS WHEREOF,
the undersigned has caused this Power of Attorney to be executed as of this 12th day of November, 2014.
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/s/ Zha Zhengfa |
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Signature |
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Zha Zhengfa |
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Print name |
Grafico Azioni STR (CE) (USOTC:STRI)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni STR (CE) (USOTC:STRI)
Storico
Da Giu 2023 a Giu 2024