|
|
Item 1.01.
|
Entry into a Material Definitive Agreement
|
As previously disclosed, on January 6, 2020, First Solar, Inc. (the “Company”) announced that it had entered into a Memorandum of Understanding (the “MOU”) to settle a putative class action litigation filed in the United States District Court for the District of Arizona titled Smilovits v. First Solar, Inc., et al., No. 2:12-cv-00555-DGC (the “Class Action”). Pursuant to the MOU, among other things, the Company had agreed to pay a total of $350 million to settle the claims in the Class Action brought on behalf of all persons who purchased or otherwise acquired shares of the Company’s common stock between April 30, 2008 and February 28, 2012, in exchange for mutual releases and dismissal with prejudice of the compliant upon court approval of the settlement.
On February 13, 2020, the Company entered into a Stipulation and Agreement of Settlement (the “Settlement Agreement”) with certain named plaintiffs on terms and conditions that are consistent with the MOU. Pursuant to the Settlement Agreement, among other things, (i) the Company has contributed $350 million in cash to a settlement fund that will be used to pay all settlement fees and expenses, attorneys’ fees and expenses, and cash payments to members of the settlement class and (ii) the settlement class has agreed to release the Company, the other defendants named in the Class Action and certain of their respective related parties from any and all claims concerning, based on, arising out of, or in connection with the Class Action. The Settlement Agreement contains no admission of liability, wrongdoing or responsibility by any of the parties.
The settlement, including such payment and release described above, is subject to court approval. If the court preliminarily approves the settlement, members of the settlement class will be provided notice of, and an opportunity to object to, the settlement at a fairness hearing to be held by the court to determine whether the settlement should be finally approved and whether the proposed order and final judgment should be entered. If the court approves the settlement and enters such order and final judgment, and such judgment is no longer subject to further appeal or other review, the settlement fund will be disbursed in accordance with a plan of allocation approved by the court and the release will be effective to all members of the settlement class.
The foregoing description of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full terms of the Settlement Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The settlement does not affect any claims asserted in Maverick Fund, L.D.C. v. First Solar, Inc., et al., No. 2:15-cv-01156-ROS, or Bargar, et al. v. Ahearn, et al., No. CV2013-009938, both of which remain pending.