- Current report filing (8-K)
July 23 2009 - 6:01AM
Edgar (US Regulatory)
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): July 23, 2009 (July 22,
2009)
PREMIER POWER RENEWABLE
ENERGY, INC.
(Exact
name of registrant as specified in Charter)
Delaware
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333-140637
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13-4343369
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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4961
Windplay Drive, Suite 100
El Dorado Hills, CA
95762
(Address
of Principal Executive Offices)
(916)
939-0400
(Registrant’s
telephone number, including area code)
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Forward-Looking
Statements
This
Form 8-K and other reports filed by the Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain or may
contain forward-looking statements and information that are based upon beliefs
of, and information currently available to, Registrant’s management as well as
estimates and assumptions made by the Registrant’s management. When
used in the filings the words “anticipate,” “believe,” “estimate,” “expect,”
“future,” “intend,” or “plan,” or the negative of these terms and similar
expressions as they relate to the Registrant or the Registrant’s management
identify forward-looking statements. Such statements reflect the
current view of the Registrant with respect to future events and are subject to
risks, uncertainties, assumptions, and other factors (including the risks
contained in the section of the Registrant’s Form 10-K entitled “Risk Factors”)
relating to the Registrant’s industry, the Registrant’s operations and results
of operations, and any businesses that may be acquired by the
Registrant. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended, or planned.
Although
the Registrant believes that the expectations reflected in the forward-looking
statements are reasonable, the Registrant cannot guarantee future results,
levels of activity, performance, or achievements. Except as required
by applicable law, including the securities laws of the United States, the
Registrant does not intend to update any of the forward-looking statements to
conform these statements to actual results.
Item
1.01 Entry
into a Material Definitive Agreement.
On July
22, 2009, Premier Power Renewable Energy, Inc. (the “
Registrant
”),
Rupinvest Sarl, a corporation duly organized and existing under the laws of
Luxembourg (“
Rupinvest
”), Esdras
Ltd., a corporation duly organized and existing under the laws of Cyprus (“
Esdras
”), and Capita
Trust Company Limited, a private limited company incorporated in England and
Wales and acting as escrow agent (the “
Escrow Agent
”),
entered into the Escrow Agreement Amendment No. 1 (the “
Amendment
”), which
amends the Escrow Agreement entered into by the parties on July 9, 2009 (the
“
Escrow
Agreement
”). The Escrow Agreement was described and attached
as an exhibit to the Registrant’s Current Report on Form 8-K, which was filed
with the Securities and Exchange Commission on July 15, 2009, and the
description of the Escrow Agreement is incorporated herein by
reference.
The
Amendment redefines the “Share Exchange Deliveries Deadline” in Section 2.1 of
the Escrow Agreement as “twenty-seven (27) Trading Days of the Escrow Opening
Date” so that the Share Exchange Deliveries Deadline is July 31,
2009.
A copy of
the Amendment is filed with this report as Exhibit 10.1 and is incorporated by
reference herein. The foregoing description of the Amendment does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Amendment.
Item 9.01
Financial
Statements and Exhibits
(d)
Exhibits
No.
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Description
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10.1
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Escrow
Agreement Amendment No. 1 between the Registrant, Rupinvest Sarl, Esdras
Ltd., and Capita Trust Company Limited, dated July 22,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PREMIER
POWER RENEWABLE ENERGY, INC.
(Registrant)
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Date:
July 23, 2009
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By:
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/s/
Dean Marks
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Dean
Marks
Chief
Executive Officer and President
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