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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 20, 2010
SPIRE CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 0-12742 04-2457335
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Patriots Park, Bedford, Massachusetts 01730-2396
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 275-6000
Not Applicable
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(Former name or former address,
if changed since last report.)
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):
[_] 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously disclosed in Form 10-K/A filed on November 20, 2009, Spire
Corporation ("Spire" or "the Company") entered into a Solicitation/Contract/
Order for Commercial Items ("Cell Materials Contract") on November 28, 2008 to
provide Federal Prison Industries, Inc., otherwise known as UNICOR ("UNICOR") a
twenty-two (22) month supply of multicrystalline solar cells for $53.94 million
in the aggregate. Delivery commenced in the first quarter of 2009 with
approximately 30% of the contract value being delivered in 2009 and 70% being
delivered in 2010.
On January 20, 2010, UNICOR delivered to Spire an executed amendment of
Solicitation/Modification of Contract MOD04 to the Cell Materials Contract, with
an effective date of January 8, 2010. The price for 2010 was changed with a
corresponding increase in the quantity delivered such that the value of the
contract remained unchanged and that no further negotiations would be held for
2010 pricing. The monthly delivery schedule of 2010 was modified whereby
approximately 12% of the 2010 volume is to be delivered over the first six
months of 2010 with the remaining 88% to be delivered over the second six months
of 2010. Minimum cell efficiency for cells delivered in 2010 was increased.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K may contain forward-looking statements
within the meaning of the federal securities laws. These statements reflect the
Company's current views with respect to future events and are based on its
management's current assumptions and information currently available. Actual
results may differ materially due to numerous factors including, without
limitation, the ability of the Spire to satisfy the conditions under its
contract with UNICOR; risks associated with market and economic conditions; the
risks and uncertainties described in the Company's annual report on Form 10-K/A
for the year ended December 31, 2008; and other factors identified from time to
time in the Company's periodic filings with the Securities and Exchange
Commission. The Company undertakes no obligation to update any forward-looking
statements contained herein.
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.
SPIRE CORPORATION
Date: January 26, 2010 By: /s/ Christian Dufrense
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Christian Dufresne
Chief Financial Officer and Treasurer