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Item 1.
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Security and Issuer.
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This
Amendment No. 9 to Schedule 13D amends the statement on Schedule
13D originally filed by Norsk Hydro ASA (“ Norsk Hydro ”)
and Norsk Hydro Produksjon AS (“ Produksjon ”)
on March 13, 2007 and amended on June 18, 2007, August 17, 2007,
October 15, 2007, March 14, 2008, March 28, 2008, October 9, 2008,
September 30, 2009 and October 7, 2009 (as amended, the “
Schedule
13D ”) with the Securities and Exchange Commission (the “
SEC ”),
relating to the common shares, par value $0.0001 per share (the “
Shares ”), of
Ascent Solar Technologies, Inc., a Delaware corporation (the “
Company
”).
|
Item 2.
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Identity and Background.
|
Item
2 of this Schedule 13D is hereby amended and restated in its
entirety to read as follows:
“This
Statement is being filed by Norsk Hydro, a public limited liability
company organized under the laws of the Kingdom of Norway, and
Produksjon, a limited liability company organized under the laws of
the Kingdom of Norway.
Norsk
Hydro is engaged in the aluminum and energy
industries. Produksjon is a wholly-owned subsidiary of
Norsk Hydro and is engaged in the energy industry.
The
principal executive offices of each of Norsk Hydro and Produksjon
are located at Drammensveien 260, N-0240 Oslo, Norway.
The
name, business address, present principal occupation or employment
and citizenship of each of the executive officers and directors of
Norsk Hydro and Produksjon are set forth in Schedule A hereto and
are incorporated by reference herein.
During
the last five years, neither Norsk Hydro nor Produksjon nor, to the
best of their knowledge, any of the persons listed in Schedule A
hereto has been: (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Norsk
Hydro and Produksjon have entered into a Joint Filing Agreement,
dated March 22, 2007, a copy of which is filed with this Schedule
13D as Exhibit A, pursuant to which they have agreed to file this
Schedule 13D jointly in accordance with the provisions of Rule
13d-1(k)(1) under the Securities Exchange Act of 1934, as amended
(the “ Exchange Act
”).”
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Item 4.
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Purpose of Transaction.
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Item
4 of this Schedule 13D is hereby amended and supplemented by adding
the following text immediately before the penultimate paragraph of
Item 4:
“As
further described in Item 6 below, on December 30, 2011, Produksjon
agreed to sell the 8,067,390 Shares owned by it to TFG Radiant
Investment Group Ltd., a company organized under the laws of the
British Virgin Islands (“ TFG Radiant
”), the Company’s second largest shareholder. This sale
and purchase is conditional on, among other customary conditions
for a transaction of this nature, the Company having delivered a
written waiver to TFG Radiant in and by which it waives the
restrictions on TFG Radiant acquiring or agreeing to acquire,
directly or indirectly, beneficial ownership of any shares of
common stock of the Company, which restrictions are contained in a
stockholders’ agreement, dated as of August 12, 2011, between the
Company and TFG Radiant (the “ TFG Stockholders’
Agreement ”).
Upon
consummation of the sale and purchase described in the immediately
preceding paragraph, Produksjon intends to cause its representative
on the board of directors of the Company to resign, effective from
the date of such sale and purchase.
The
information set forth in Item 6 is hereby incorporated by reference
in this Item 4.”
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Item 5.
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Interest in Securities of the Issuer.
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Item
5 of this Schedule 13D is hereby amended and restated in its
entirety to read as follows:
“The
responses of Norsk Hydro and Produksjon to Rows (7) through (13) of
the cover pages of this Schedule 13D and the information set forth
in Item 3 are hereby incorporated by reference in this Item
5.
Pursuant
to the Securities Purchase Agreement, on the First Closing,
Produksjon acquired 1,600,000 Shares, representing 23.0% of the
Company’s outstanding Shares as of the date of the First
Closing. Each of Norsk Hydro and Produksjon is deemed to
beneficially own these 1,600,000 Shares.
On
the Initial Warrants Closing, Produksjon acquired (i) 934,462
Shares, which, together with the 1,600,000 Shares owned by
Produksjon, represented 23.0% of the Company’s outstanding Shares
as of the date of the Initial Warrants Closing and
(ii) 1,965,690 Class B Warrants.
On
the March 28 Closing, Produksjon acquired 2,341,897 Shares and
1,689,905 Class B Warrants.
On
the October 8 Closing, Produksjon acquired 2,421,801
Shares.
On
the October 6, 2009 Closing, Produksjon acquired 769,230
Shares.
The
Class B Warrants expired unexercised on July 10, 2011.
In
aggregate, Produksjon therefore holds 8,067,390 Shares, w
hich represent 20.5% of the Company’s
issued and outstanding Shares.
The
percentage of the class of securities identified pursuant to Item 1
beneficially owned by each of Norsk Hydro and Produksjon is based
on 39,345,459 Shares outstanding as of December 29, 2011, as
provided in the Company’s registration statement on Form S-3 filed
with the SEC on December 29, 2011.
Norsk
Hydro and Produksjon may be deemed to have shared voting power over
7,965,452 Shares due to the Share Purchase Agreement between TFG
Radiant further described in Item 4 above and in Item 6 below and a
Voting Agreement between TFG Radiant and Produksjon further
described in Item 6 below. TFG Radiant is a joint
venture of Radiant Group, a Chinese construction and real estate
conglomerate, and Tertius Financial Group, a Singaporean investment
firm. The core businesses of TFG Radiant are metal
roofing and facades, import and export trading, real estate
investment, project management consulting and new-energy
development. The address of TFG Radiant’s principal
office is Block B, Fourth Floor, Building B, No. 1 Binlang Road,
Fuitan FTZ, Shenzhen, China 518038. According to the
Schedule 13D filed by TFG Radiant on August 22, 2011, during the
last five years, TFG Radiant has not been (i) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
In
addition, the Shares deemed beneficially owned by each of Norsk
Hydro and Produksjon with respect to which such person (i) has sole
voting power, (ii) shares voting power, (iii) has sole dispositive
power and (iv) shares dispositive power are listed in the responses
to Items 7, 8, 9 and 10, respectively, of the cover page of this
Schedule 13D relating to such person.
Except
as disclosed in this Schedule 13D, neither Norsk Hydro nor
Produksjon nor, to the best of their knowledge, any of the persons
listed in Schedule A hereto, beneficially owns any Shares or has
the right to acquire any Shares.
Except
as disclosed in this Schedule 13D, neither Norsk Hydro nor
Produksjon nor, to the best of their knowledge, any of the persons
listed in Schedule A hereto, presently has the power to vote or to
direct the vote or to dispose or direct the disposition of any of
the Shares that they may be deemed to beneficially
own.
Except
as disclosed in this Schedule 13D, neither Norsk Hydro nor
Produksjon nor, to the best of their knowledge, any of the persons
listed in Schedule A hereto, has effected any transaction in the
Shares during the past 60 days.
To
the best knowledge of Norsk Hydro and Produksjon, no other person
has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares
beneficially owned by Norsk Hydro and Produksjon.”
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
|
Item
6 of the Schedule 13D is hereby amended and supplemented by adding
the following text immediately before the last paragraph of Item
6:
“On
August 12, 2011, TFG Radiant and Produksjon entered into a Voting
Agreement (the “ TFG Voting
Agreement ”). Under the terms of the TFG Voting
Agreement, Produksjon has agreed to vote (or cause to be voted) in
person or by proxy all shares beneficially owned by it in favor of
(a) the issuance of 9,500,000 Shares to TFG Radiant by the Company
upon exercise by TFG Radiant of an option to acquire such Shares
granted by the Company to TFG Radiant subject to, among other
things, approval of the Company’s stockholders of such issuance;
and (b) TFG Radiant’s board designees that are designated in
accordance with the TFG Stockholders’ Agreement.
The
foregoing description of the TFG Voting Agreement does not purport
to be complete and is qualified in its entirety by reference to the
TFG Voting Agreement, which is filed as Exhibit I hereto and
incorporated herein by reference.
On
December 30, 2011, Produksjon and TFG Radiant entered into a Share
Purchase Agreement (the “ Sale Agreement
”), a copy of which is attached as Exhibit J hereto. The
description of the Sale Agreement contained herein is qualified in
its entirety by reference to Exhibit J, which is incorporated
herein by reference. Pursuant to the Sale Agreement,
Produksjon agreed to sell, deliver, transfer, assign and convey to
TFG Radiant, and TFG Radiant agreed to purchase and acquire from
Produksjon all 8,067,390 Shares beneficially owned by Produksjon in
exchange for a cash purchase price of $4,000,000, $1,000,000 of
which was paid on January 3, 2012 as a non-refundable deposit and
the remaining $3,000,000 of which will be paid at the closing of
the sale and purchase. The acquisition of Shares by TFG
Radiant pursuant to the Sale Agreement is conditional on, among
other customary conditions for a transaction of this nature,
receipt by TFG Radiant of a written waiver from the Company in and
by which it waives the restrictions on TFG Radiant acquiring or
agreeing to acquire, directly or indirectly, beneficial ownership
of Shares contained in Sections 4.01 and 4.02 of the TFG
Stockholders’ Agreement (a copy of which is filed as Exhibit 99.2
to the Company’s Current Report filed with the SEC on Form 8-K on
August 15, 2011). The Sale Agreement may be terminated
by either party if the closing of the sale and purchase of the
Shares has not occurred by March 31, 2012.
Produksjon
also agreed in the Sale Agreement that between the date thereof and
the date of the consummation of the sale and purchase contemplated
thereunder, it shall, at any meeting of the stockholders of the
Company or in any action by written consent of the stockholders of
the Company, (a) when a meeting is held, appear at such meeting or
otherwise cause its Shares to be counted as present thereat for the
purpose of establishing a quorum; and (b) vote (or cause to be
voted) in person or by proxy all Shares as directed by TFG Radiant
(other than as would reasonably be expected to negatively impact
the value of the Shares to Produksjon, result in dilution of
Produksjon’s voting rights, or otherwise negatively affect
Produksjon’s protections as a minority shareholder of the Company
as provided in the Company’s organizational documents or in any
written agreements existing between Produksjon and the Company in
respect thereof).”
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Item 7.
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Materials to be Filed as Exhibits.
|
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Exhibit No.
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Description
|
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A
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Joint
Filing Agreement, dated March 22, 2007, between Norsk Hydro ASA and
Norsk Hydro Produksjon AS
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I
|
Voting
Agreement, dated August 12, 2011, between Norsk Hydro Produksjon
and TFG Radiant Investment Group Ltd. incorporated by reference to
Exhibit 99.4 to the Company’s Current Report filed with the SEC on
Form 8-K on August 15, 2011
|
| |
|
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J
|
Share
Purchase Agreement, dated as of December 30, 2011, between Norsk
Hydro Produksjon AS and TFG Radiant Investment Group
Ltd.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
| January 3, 2012 |
NORSK HYDRO ASA |
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/s/
Arnstein Sletmoe |
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Name: |
Arnstein Sletmoe |
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Title: |
SVP M&A |
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NORSK HYDRO PRODUKSJON AS |
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/s/
Hans Olav Kvalvaag |
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Name: |
Hans Olav Kvalvaag |
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Title: |
Authorised
Signatory |
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SCHEDULE A
Norsk Hydro ASA
Directors and Executive Officers
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Present Principal
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Name
|
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Occupation
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Business Address
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Citizenship
|
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Directors
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| |
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Terje
Vareberg
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Chairperson
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Norsk
Hydro ASA
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Norwegian
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| |
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Drammensveien
260,
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N-0283
Oslo
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Norway
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Bente
Rathe
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Deputy
Chairperson
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Norsk
Hydro ASA
Drammensveien
260,
N-0283
Oslo
Norway
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Norwegian
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Eva
Persson
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Director
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Norsk
Hydro ASA
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Swedish
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Drammensveien
260,
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N-0283
Oslo
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Norway
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| |
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Liv
Monica Stubholt
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Director
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Norsk
Hydro ASA
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Norwegian
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| |
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Drammensveien
260,
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| |
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N-0283
Oslo
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Norway
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Tito
Martins
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Director
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Norsk
Hydro ASA
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Brazilian
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Drammensveien
260,
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| |
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N-0283
Oslo
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Norway
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Finn
Jebsen
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Director
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Norsk
Hydro ASA
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Norwegian
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Drammensveien
260,
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| |
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N-0283
Oslo
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Norway
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Inge
K. Hansen
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Director
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Norsk
Hydro ASA
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Norwegian
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Drammensveien
260,
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N-0283
Oslo
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Norway
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| |
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Billy
Fredagsvik
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Union
Official
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Norsk
Hydro ASA
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Norwegian
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Drammensveien
260,
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| |
|
|
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N-0283
Oslo
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Norway
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| |
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Sten
Roar Martinsen
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Union
Official
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Norsk
Hydro ASA
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Norwegian
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Drammensveien
260,
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N-0283
Oslo
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Norway
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Ove
Ellefsen
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Union
Official
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Norsk
Hydro ASA
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Norwegian
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Drammensveien
260,
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N-0283
Oslo
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Norway
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Executive Officers
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Svein
Richard Brandtzæg
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President
and Chief Executive Officer
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Norsk
Hydro ASA
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Norwegian
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Drammensveien
260,
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N-0283
Oslo
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Norway
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Jørgen
C. Arentz Rostrup
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Executive
Vice President and
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Norsk
Hydro ASA
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Norwegian
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Chief
Financial Officer
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Drammensveien
260,
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N-0283
Oslo
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Norway
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Hilde
Merete Aasheim
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Executive
Vice President
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Norsk
Hydro ASA
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Norwegian
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Primary
Metal
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Drammensveien
260,
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N-0283
Oslo
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Norway
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Kjetil
Ebbesberg
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Executive
Vice President
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Norsk
Hydro ASA
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Norwegian
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Metal
Markets
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Drammensveien
260,
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N-0283
Oslo
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Norway
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Oliver
Bell
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Executive
Vice President
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Norsk
Hydro ASA
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German
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Rolled
Products
|
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Drammensveien
260,
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N-0283
Oslo
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Norway
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Johnny
Undeli
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Executive
Vice President
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Norsk
Hydro ASA
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Norwegian
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Bauxite
& Alumina
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Drammensveien
260,
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N-0283
Oslo
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Norway
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Tom
Røtjer
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Executive
Vice President
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Norsk
Hydro ASA
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Norwegian
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Projects
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Drammensveien
260,
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N-0283
Oslo
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Norway
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| |
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Arvid
Moss
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Executive
Vice President
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Norsk
Hydro ASA
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Norwegian
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Energy
and Corporate Business Development
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Drammensveien
260,
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N-0283
Oslo
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Norway
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| |
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Wenche
Agerup
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Executive
Vice President
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Norsk
Hydro ASA
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Norwegian
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| |
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Corporate
Staffs
|
|
Drammensveien
260,
|
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| |
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N-0283
Oslo
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Norway
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| |
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Hans-Joachim
Kock
|
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Executive
Vice President
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Norsk
Hydro ASA
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Norwegian
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| |
|
Extruded
Products
|
|
Drammensveien
260,
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| |
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N-0283
Oslo
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| |
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|
|
Norway
|
|
|
Norsk Hydro Produksjon AS
Directors and Executive Officers
|
Name
|
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Present Principal Occupation
|
|
Business Address
|
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Citizenship
|
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Directors
|
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| |
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|
Arvid
Moss
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Executive
Vice President, Energy
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Norsk
Hydro ASA
|
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Norwegian
|
| |
|
|
|
Drammensveien
260,
|
|
|
| |
|
|
|
N-0283
Oslo
|
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| |
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Norway
|
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| |
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Håvard
Haukdal
|
|
Head
of Finance, Vice President, Energy
|
|
Norsk
Hydro ASA
|
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Norwegian
|
| |
|
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Drammensveien
260,
|
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| |
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N-0283
Oslo
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Norway
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| |
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Thomas
Fjeld Heltne
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Legal
Counsel, Legal Department
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Norsk
Hydro ASA
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Norwegian
|
| |
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|
Drammensveien
260,
|
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| |
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N-0283
Oslo
|
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Norway
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Executive Officers
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| |
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Trond
Olaf Christophersen
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|
Managing
Director and Vice President
|
|
Norsk
Hydro ASA
|
|
Norwegian
|
| |
|
|
|
Drammensveien
260,
|
|
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| |
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N-0283
Oslo
|
|
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| |
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Norway
|
|
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EXHIBIT
INDEX
|
Exhibit No.
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Description
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A
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Joint
Filing Agreement, dated March 22, 2007, between Norsk Hydro AS and
Norsk Hydro Produksjon AS
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I
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Voting
Agreement, dated August 12, 2011, between Norsk Hydro Produksjon
and TFG Radiant Investment Group Ltd. incorporated by reference to
Exhibit 99.4 to the Company’s Current Report filed with the SEC on
Form 8-K on August 15, 2011
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J
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Share
Purchase Agreement, dated as of December 30, 2011, between Norsk
Hydro Produksjon AS and TFG Radiant Investment Group
Ltd.
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