Current Report Filing (8-k)
January 11 2021 - 4:25PM
Edgar (US Regulatory)
0001158114
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0001158114
2021-01-06
2021-01-06
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xbrli:shares
iso4217:USD
xbrli:shares
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):
January 6, 2021
______________
Applied
Optoelectronics, Inc.
(Exact name of Registrant as specified
in its charter)
Delaware
|
001-36083
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76-0533927
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(State of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
13139 Jess Pirtle Blvd.
Sugar Land, TX 77478
(address of principal executive offices
and zip code)
(281) 295-1800
(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:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par value $0.001
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AAOI
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NASDAQ Global Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On January 6, 2021,
Global Technology, Inc. (“Global Technology”), a wholly owned subsidiary of Applied Optoelectronics, Inc. entered into
a security agreement and a three-year credit line agreement, totaling 150,000,000 RMB (collectively, the “Credit Line”)
with China Zheshang Bank Co., Ltd., in Ningbo City, China (the “Bank”). The Credit Line terminates and replaces the
credit facilities between Global Technology and the Bank previously executed on June 21, 2019. Borrowing under the Credit Line
will be used by Global Technology for general corporate and capital investment purposes.
Global Technology may
draw upon the Credit Line between January 6, 2021 and January 5, 2024 (the “Credit Period”). During the Credit Period,
Global Technology may request to draw upon the Credit Line on an as-needed basis; however, draws under the Credit Line may become
due and repayable to the Bank at the Bank’s discretion due to changes in Chinese government regulations and/or changes in
Global Technology’s financial and operational condition. Each draw will bear interest equal to the Bank’s commercial
banking interest rate effective on the day of the applicable draw.
Global Technology’s
obligations under the Credit Line will be secured by real property owned by Global Technology and mortgaged to the Bank under the
terms of the Maximum Mortgage Contract. The Credit Line contains rights and obligations, representations and warranties, and events
of default applicable to Global Technology that are customary for agreements of this type.
The foregoing description
of the Credit Line does not purport to be a complete statement of the parties’ rights and obligations under the agreements
and is qualified in its entirety by reference to the full text of the English translations of the Maximum Loan Contract and Maximum
Mortgage Contract which are attached as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference
herein.
Item 1.02
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Termination of a Material Definitive Agreement.
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The
information as set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into Item 1.02.
Item 2.03
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Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
The information as set forth in Item 1.01
of this Current Report on Form 8-K is incorporated by reference into Item 2.03.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
10.1
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Translation of the Maximum Loan Contract, between Global Technology, Inc. and China Zheshang Bank Co., Ltd, dated January 6, 2021.
|
|
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10.2
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Translation of the Maximum Mortgage Contract, between Global Technology, Inc. and China Zheshang Bank Co., Ltd, dated January 6, 2021.
|
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104
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Cover Page Interactive File (the cover
page tags are embedded within the Inline XBRL document).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Applied Optoelectronics, Inc.
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|
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By:
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/s/ DAVID C. KUO
|
|
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David C. Kuo
General
Counsel and Secretary
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Date: January
11, 2021
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