Table of Contents
As filed with the Securities and
Exchange Commission on December 2, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
STR Holdings, Inc.
(Exact Name of Registrant as
Specified in Its Charter)
Delaware
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27-1023344
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(State or Other
Jurisdiction of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification Number)
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1699 King Street
Enfield, CT 06082
(860) 758-7300
(Address, Including Zip
Code, and Telephone Number, Including Area Code, of Registrants Principal
Executive Offices)
Barry A. Morris
Executive Vice President and Chief
Financial Officer
1699 King Street
Enfield, CT 06082
(860) 758-7300
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Alexander
D. Lynch, Esq.
Weil, Gotshal &
Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
Approximate date of commencement of proposed sale to the
public:
From time to time after the
effective date of this Registration Statement.
If
the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
o
If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box.
x
If
this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
If
this Form is a registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box.
x
If
this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
o
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Accelerated
filer
o
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Non-accelerated filer
x
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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maximum
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Maximum
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Amount to be
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offering price
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Aggregate Offering
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Amount of
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Title of each class of securities to be registered
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Registered(1)
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per share (1)
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Price(1)
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Registration Fee(2)
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Common stock, par value $0.01 per share
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Preferred stock, par value $0.01 per share
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Debt Securities
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Guarantees of Debt Securities(3)
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Warrants
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Rights
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Units
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Total
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(1)
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Omitted
pursuant to General Instruction II.E. of Form S-3. There are being registered
under this Registration Statement such indeterminate principal amount or
number of shares of common stock, preferred stock, warrants, debt securities,
guarantees of debt securities, rights and units as may be sold by the
registrant or by selling securityholders from time to time. Any securities
registered hereunder may be sold separately or as units with other securities
registered hereunder. Pursuant to Rule 457(i) under the Securities
Act, the securities registered hereunder also include such indeterminate
number of shares of common stock as may be issued upon conversion or exchange
of any preferred stock or debt securities registered hereunder that provide
for conversion or exchange, upon exercise of warrants. No separate
consideration will be received for the preferred stock or common stock issued
upon such conversion or exchange. In addition, pursuant to Rule 416
under the Securities Act, the shares being registered hereunder include such
indeterminate number of shares of common stock and shares of preferred stock
as may be issuable with respect to the shares being registered hereunder as a
result of stock splits, anti-dilution adjustments, stock dividends, or
similar transactions.
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(2)
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In accordance with Rules 456(b) and
457(r) under the Securities Act of 1933, as amended, the registrant is
deferring payment of all of the registration fee.
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(3)
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Certain
subsidiaries of STR Holdings, Inc. may fully and unconditionally
guarantee the payment of principal of, and premium (if any) and interest on,
the debt securities of STR Holdings, Inc. Pursuant to
Rule 457(n) under the Securities Act of 1933, as amended, no
additional filing fee is being paid in respect of the guarantees. The
guarantees will not be traded separately from the related debt securities.
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Table of Contents
PROSPECTUS
STR HOLDINGS, INC.
COMMON STOCK
PREFERRED
STOCK
DEBT
SECURITIES
GUARANTEES
OF DEBT SECURITIES
WARRANTS
RIGHTS
UNITS
We
and the selling securityholders identified in a prospectus supplement may from
time to time offer and sell (i) our common stock, preferred stock, debt
securities, guarantees of debt securities, warrants or rights, as well as units
that include any of these securities or securities of other entities and (ii) any
securities issued or issuable upon conversion, exercise or exchange of our
preferred stock, debt securities, warrants, rights or units. The debt
securities may consist of debentures, notes or other types of debt and may be
guaranteed by one or more of our subsidiaries. The debt securities, preferred
stock, warrants, rights and units may be convertible, exercisable or
exchangeable for common stock or preferred stock or other securities of ours or
debt or equity securities of one or more other entities.
Our
common stock is listed on the New York Stock Exchange and trades under the
ticker symbol STRI.
We
will provide a prospectus supplement each time we issue securities, which will
inform you about the specific terms of that offering and may also supplement,
update or amend information contained in this prospectus. You should read this
prospectus and any applicable prospectus supplement, together with any
documents that we incorporate herein or therein by reference, carefully before
you invest.
We
and the selling securityholders identified in a prospectus supplement may offer
and sell these securities to or through one or more underwriters, dealers and
agents, or directly to investors, on a continuous or delayed basis. We will not
receive any proceeds of any sale by any selling securityholder. The prospectus
supplement will provide the specific terms of the plan of distribution.
Investing in our securities
involves a high degree of risk. See Risk Factors beginning on page 3 of
this prospectus and the Risk Factors section contained in any applicable
prospectus supplement and in the documents we incorporate by reference for a
description of the risks you should consider when evaluating such investment.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The date of this prospectus is December 2, 2010.
Table of Contents
ABOUT THIS PROSPECTUS
This
prospectus is part of an automatic shelf registration statement on
Form S-3 that we filed with the Securities and Exchange Commission, or the
SEC, as a well-known seasoned issuer as defined in Rule 405 under the
Securities Act of 1933. By using a shelf registration statement, we may sell,
at any time and from time to time, in one or more offerings, one or any
combination of the securities described in this prospectus and any accompanying
prospectus supplement. As allowed by the SEC rules, this prospectus and any
accompanying prospectus supplement does not contain all of the information
included in the registration statement. For further information, we refer you
to the registration statement, including its exhibits, as well as any
accompanying prospectus supplement and any documents incorporated by reference
herein or therein. Statements contained in this prospectus and any accompanying
prospectus supplement about the provisions or contents of any agreement or
other document are not necessarily complete. If the SECs rules and
regulations require that an agreement or document be filed as an exhibit to the
registration statement, please see that agreement or document for a complete
description of the related matters.
You
should read this prospectus and any prospectus supplement together with any
documents incorporated by reference and any additional information you may need
to make your investment decision. You should also read and carefully consider
the information in the documents we have referred you to in Where You Can Find
More Information and Incorporation by Reference below. Information
incorporated by reference after the date of this prospectus is considered a
part of this prospectus and may add, update or change information contained in
this prospectus. The information in this prospectus, any accompanying
prospectus supplement or any document incorporated by reference herein or therein
by reference is accurate only as of the date contained on the cover of the such
documents. Neither the delivery of this prospectus nor any accompanying
prospectus supplement, nor any sale made under this prospectus and any
accompanying prospectus supplement will, under any circumstances, imply that
the information in this prospectus or any accompanying prospectus supplement is
correct as of any date after this prospectus or any accompanying prospectus
supplement. Our business, financial condition and results of operations may
have changed since that date. Any information in such subsequent filings that
is inconsistent with this prospectus or any accompanying prospectus supplement
will supersede the information in this prospectus or any accompanying prospectus
supplement.
You
should rely only on the information incorporated by reference or provided in
this prospectus and any accompanying prospectus supplement.
We
have not authorized anyone else to provide you with other information. We are
not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted.
Unless
otherwise stated, or the context otherwise requires, references in this
prospectus to we, us, our, our company or the company are to STR Holdings, Inc.
and its consolidated subsidiaries.
CAUTIONARY STATEMENT
CONCERNING FORWARD-LOOKING STATEMENTS
This
prospectus contains or incorporates by reference forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, including, without limitation,
statements regarding future financial results and performance, potential sales
revenue, legal contingencies and tax benefits, and the existence of adverse
litigation and other risks, uncertainties and factors. You can identify
forward-looking statements by the fact that they do not relate strictly to
historical or current facts. These statements may include words such as anticipate,
estimate, expect, project, plan, intend, believe, may, should, can
have, likely and other words and terms of similar meaning in connection with
any discussion of the timing or nature of future operating or financial
performance or other events.
These
forward-looking statements are subject to various risks and uncertainties, many
of which are outside our control, including: (i) demand for solar energy
in general and solar modules in particular; (ii) the timing and effects of
the implementation of recently announced government incentives and policies for
renewable energy, primarily in China and the United States; (iii) the
effects of the recently reduced solar incentives, and potential future
reductions in solar incentives, primarily in Germany and Italy;
(iv) customer concentration in our Solar business and our relationships
with key customers; (v) any potential inflation of raw material costs,
including paper and resin used in our encapsulants, and our ability to
successfully manage any increases in these raw material costs; (vi) the
continual operation of our Malaysia plant and the planned expansion of our
Malaysia plant; (vii) the closing on the purchase of a new solar
manufacturing facility and the integration of our existing Connecticut Solar
operations into that facility; (viii) demand for our Quality Assurance
services; (ix) the need to utilize our existing $20 million revolving
credit facility, and the ability to further access the credit markets on acceptable
terms; (x) maintaining sufficient liquidity in order to fund future
profitable growth and long term vitality; (xi) pricing pressures and other
competitive factors; (xii) loss of professional accreditations and
memberships; (xiii) the extent to which we may be required to write-off
accounts receivable or inventory; (xiv) our reliance on vendors and
potential supply chain disruptions, including those resulting from bankruptcy
filings by customers or vendors; (xv) potential product performance
matters, product liability or professional liability claims and our ability to
manage them; (xvi) the impact of changes in foreign
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Table of Contents
currency
exchange rates on financial results, and the geographic distribution of
revenues and earnings; (xvii) the impact of changes in interest rates in
relation to our variable rate debt; (xviii) the impact of events that
cause or may cause disruption in our inspection, testing, manufacturing,
distribution and sales networks such as war, terrorist activities, and
political unrest; (xix) the extent of implemented cost reduction measures
in our QA business providing benefit in the remainder of the year;
(xx) outcomes of litigation and regulatory actions; (xxi) our ability
to protect our intellectual property; and (xxii) and other specific
factors discussed herein or set forth under Risk Factors in Item 1A of
our most recent Annual Report on Form 10-K and Item 1A of each
subsequently filed Quarterly Report on Form 10-Q or Annual Report on Form 10-K
(which documents are incorporated by reference herein), as well as the other
information contained or incorporated by reference in this prospectus or in any
accompanying prospectus supplement.
We
believe that all forward-looking statements are based on reasonable assumptions
when made; however, we caution that it is impossible to predict actual results
or outcomes or the effects of risks, uncertainties or other factors on
anticipated results or outcomes and that, accordingly, one should not place
undue reliance on these statements. Forward-looking statements speak only as of
the date they were made, and we undertake no obligation to update these statements
in light of subsequent events or developments, except as may be required by
law. Actual results may differ materially from anticipated results or outcomes
discussed in any forward-looking statement.
BUSINESS
We
were founded in 1944 as a plastics research and development company and evolved
into two core businesses: Solar encapsulant manufacturing and Quality Assurance
services. We launched our Quality Assurance business in 1973 and we commenced
sales of our Solar encapsulant products in the late 1970s.
We are a leading global provider of encapsulants to
the solar module industry. Encapsulant is a critical component used in solar
modules. We supply encapsulants to many of the major solar module manufacturers
and believe we were the primary supplier of encapsulants to the majority of our
top 10 customers in the nine months ended September 30, 2010, which we
believe is due to our superior product performance, customer service and
technical support. Our encapsulants are used in both crystalline and thin-film
solar modules.
Our Quality Assurance business is a leader in the
consumer products quality assurance market. We believe our Quality Assurance
business represents the only global testing services provider exclusively
focused on the consumer products market. Our Quality Assurance business
provides inspection, testing, auditing and consulting services that enable
retailers and manufacturers to determine whether products and facilities meet
applicable safety, regulatory, quality, performance and social standards.
Our corporate office is located at 1699 King Street, Suite 400
in Enfield, Connecticut 06082 and our phone number is (860) 758-7300. Our
website address is
http://www.strholdings.com
. The information on, or accessible
through, our website is not part of or incorporated by reference into this
prospectus.
RISK FACTORS
Investing in our securities involves
a high degree of risk. You should carefully consider the risks described under Risk Factors in
Item 1A of our most recent Annual Report on Form 10-K and
Item 1A of each subsequently filed Quarterly Report on Form 10-Q
and in the other documents incorporated by reference into this prospectus, as
well as the other information contained or incorporated by reference in this
prospectus and in any accompanying prospectus supplement before making a
decision to invest in our securities. See Where You Can Find More Information
and Incorporation by Reference.
USE OF PROCEEDS
Unless
otherwise stated in the prospectus supplement accompanying this prospectus, we
will use the net proceeds from the sale of any debt securities, common stock,
preferred stock, warrants, rights or units that may be offered by us hereby for
general corporate purposes. Such general corporate purposes may include, but
are not limited to, the acquisition of companies or businesses, repayment and
refinancing of debt, working capital and capital expenditures. The prospectus
supplement relating to an offering will contain a more detailed description of
the use of proceeds of any specific offering of securities.
Unless
otherwise set forth in an accompanying prospectus supplement, we will not
receive any proceeds from the sale of our securities by any selling
securityholders.
RATIO
OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical
ratio of our earnings to our fixed charges for the periods indicated.
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Nine Months
Ended
September 30,
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Years Ended December 31,
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2010
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2009
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2008
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2007
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2006
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2005
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Ratio of earnings to fixed
charges (1)(2)
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4.79
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2.75
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3.06
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1.74
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3.84
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3.54
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3
Table of Contents
(1)
For purposes of calculating the ratio of earnings to fixed charges,
earnings represents earnings from continuing operations before income taxes and
before undistributed earnings of equity investments plus fixed charges. Fixed
charges include: (a) interest expense, whether expensed or capitalized and
(b) the portion of operating rental expense which management believes is
representative of the interest component of rent expense.
(2)
Currently, we have no shares of preferred stock outstanding and have
not paid any dividends on preferred stock in the periods presented. Therefore,
the ratio of earnings to combined fixed charges and preference dividends is not
different from the ratio of earnings to fixed charges presented in the table
above.
DESCRIPTION
OF SECURITIES
We
will set forth in the applicable prospectus supplement a description of the common
stock, preferred stock, debt securities, guarantees of debt securities,
warrants, rights or units that may be offered under this prospectus.
SELLING SECURITYHOLDERS
Information
about selling securityholders, where applicable, will be set forth in an
accompanying prospectus supplement, in a post-effective amendment, or in
filings we make with the SEC under the Securities Exchange Act of 1934 that are
incorporated by reference into this prospectus.
PLAN OF DISTRIBUTION
We and the selling securityholders
may offer and sell these securities to or through one or more underwriters,
dealers and agents, or directly to purchasers, on a continuous or delayed
basis. We will provide the specific plan of distribution for any securities to
be offered in an accompanying prospectus supplement.
LEGAL MATTERS
The
validity of the securities offered hereby will be passed upon for us by Weil,
Gotshal & Manges LLP, New York, New York.
EXPERTS
The
financial statements and the financial statement schedule incorporated in this
Prospectus by reference to the Annual Report on Form 10-K for the year
ended December 31, 2009 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and
accounting.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy
materials with the SEC at the SECs public reference room, located at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of its public reference
room. Our SEC filings are also available to the public on the SECs
Internet site at http://www.sec.gov. Our SEC filings can also be found on our
website at http://www.strholdings.com. Our website and the information on, or
accessible through, our website is not part of or incorporated by reference
into this prospectus or any accompanying prospectus supplement.
We will provide without charge to each person,
including any beneficial owner, to whom this prospectus is delivered, upon his
or her written or oral request, a copy of any or all documents referred to
above which have been or may be incorporated by reference into this prospectus,
excluding exhibits to those documents, unless they are specifically
incorporated by reference into those documents. You can request those documents
from STR Holdings, Inc., at 1699 King Street, Suite 400, Enfield,
Connecticut 06082. You also may contact us at (860) 758-7300.
INCORPORATION BY REFERENCE
The
SEC allows us to incorporate by reference information we file with the SEC
into this prospectus. This means that we can disclose important information to
you by referring you to such documents. The information incorporated by
reference is an important
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part
of this prospectus. Any information referred to in this way is considered part
of this prospectus from the date we file that document. Any reports filed by us
with the SEC after the date of this prospectus and before the date that the
offering of the securities by means of this prospectus is terminated will
automatically update and, where applicable, supersede any information contained
in this prospectus or incorporated by reference in this prospectus.
We
incorporate by reference into this prospectus the following documents or
information filed with the SEC (excluding any information furnished under Items
2.02 or 7.01 in any Current Report on Form 8-K):
1.
our
Annual Report on Form 10K for the fiscal year ended December 31,
2009;
2.
our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010,
June 30, 2010 and September 30, 2010;
3.
our
Current Reports on Form 8K, filed on April 5, 2010, June 4,
2010, August 3, 2010, August 5, 2010 and November 30, 2010;
4.
the
description of our common stock contained in our Registration Statement on Form 8-A
filed on November 5, 2009 under the Exchange Act; and
5.
other
documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and prior to
the termination of any offering by this prospectus, except as to any portion of
any future filings which is not deemed to be filed under those sections.
These documents may also be accessed
on our website at
www.strholdings.com
.
Our website and the information on, or
accessible through, our website is not part of or incorporated by reference
into this prospectus.
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Table of Contents
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The
following table is an itemization of the fees and expenses incurred or expected
to be incurred in connection with the issuance and distribution of the
securities being registered. The Registrant will bear all expenses of the
offering of the securities registered hereby and all but the SEC registration
fee are estimates and remain subject to future contingencies.
Securities and Exchange Commission registration fee
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$
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*
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Legal fees and expenses
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$
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Accounting fees and expenses
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$
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+
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Printing fees and expenses
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$
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+
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Trustee Fees and expenses
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Total
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$
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+
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*
In accordance with Rules 456(b) and
457(r), the Registrant is deferring payment of the registration fee for the
securities offered by this prospectus.
+
Estimated expenses are not
presently known.
Item 15. Indemnification of Directors and Officers
Section 145
of the Delaware General Corporation Law (the DGCL) provides that a
corporation may indemnify directors and officers, as well as other employees
and individuals, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of such corporation. The
DGCL provides that Section 145 is not exclusive of other rights to which
those seeking indemnification may be entitled under any certificate of
incorporation, bylaws, agreement, vote of stockholders or disinterested directors
or otherwise.
Section 102(b)(7) of
the DGCL permits a corporation to provide in its certificate of incorporation
that a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (i) for any breach of the
directors duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for payments of unlawful
dividends or unlawful stock repurchases, redemptions or other distributions or
(iv) for any transactions from which the director derived an improper
personal benefit.
The
certificate of incorporation of the Registrant provides that the Registrant
will indemnify its directors and officers to the fullest extent permitted by
law and that no director shall be liable for monetary damages to the Registrant
or its stockholders for any breach of fiduciary duty, except to the extent
provided by applicable law.
The
Registrant maintains standard policies of directors and officers liability
insurance. The Registrants non-employee directors also may be covered by
directors and officers liability insurance policies maintained by their
respective employers. The Registrant also has entered into indemnification
agreements with its directors and officers. Subject to certain limited
exceptions, under these agreements the Registrant will be obligated, to the
fullest extent not prohibited by the DGCL, to indemnify such directors and
officers against all expenses, judgments, fines and penalties incurred in
connection with the defense or settlement of any actions brought against them
by reason of the fact they were directors and officers of the Registrant.
Item 16. Exhibits
Exhibit
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Number
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Document
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1.1
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Form of
Underwriting Agreement+
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4.1
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Certificate
of Incorporation of STR Holdings, Inc. (filed as Exhibit 3.1 to the
Companys Quarterly Report on Form 10-Q filed on November 17, 2009
and incorporated herein by reference)
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4.2
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Bylaws
of STR Holdings, Inc. (filed as Exhibit 3.2 to the Companys
Quarterly Report on Form 10-Q filed on November 17, 2009 and
incorporated herein by reference)
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II-1
Table of Contents
4.3
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Form of
Common Stock Certificate (filed as Exhibit 4.1 to the Companys
Quarterly Report on Form 10-Q filed on November 17, 2009 and
incorporated herein by reference)
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4.4
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Form of
Certificate of Designations for Preferred Stock+
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4.5
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Form of
Indenture for the Debt Securities*
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4.6
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Form of
Guarantee+
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4.7
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Registration
Rights Agreement, dated as of November 6, 2009, among STR
Holdings, Inc. and the stockholders party thereto. (filed as
Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q filed on
November 17, 2009 and incorporated herein by reference)
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4.8
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Form of
Warrant Agreement+
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4.9
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Form of
Rights Agreement+
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4.10
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Form of
Unit Agreement+
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4.11
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Form of
Purchase Agreement+
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5.1
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Opinion
of Weil, Gotshal & Manges LLP*
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12.1
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Computation
of Ratio of Earnings to Fixed Charges*
|
|
|
|
23.1
|
|
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm*
|
|
|
|
23.2
|
|
Consent
of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 to this
Registration Statement)
|
|
|
|
24.1
|
|
Power
of Attorney (included in signature pages of the Registration Statement)
|
|
|
|
25.1
|
|
Statement
of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of the
Trustee under the Indenture*
|
+
|
To
be filed by amendment or as an exhibit to a document filed by STR
Holdings, Inc. under the Securities Exchange Act of 1934, as amended,
and incorporated herein by reference.
|
*
|
Filed
herewith
|
Item 17. Undertakings
1.
The undersigned Registrant hereby undertakes:
(a) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however
,
that paragraphs (a)(i), (a)(ii) and (a)(iii) do not apply if the
information required to be included in a
II-2
Table of Contents
post-effective
amendment by those paragraphs is contained in reports filed with or furnished
to the SEC by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(b) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(c) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
2. That,
for the purpose of determining liability under the Securities Act to any
purchaser:
(a) Each prospectus filed by
the registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
(b) Each prospectus required to
be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of
a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose
of providing the information required by Section 10(a) of the
Securities Act shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of securities in
the offering described in prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which the prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering
thereof.
Provided, however
, that
no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; and
3.
The undersigned Registrant hereby undertakes that, for the purpose of
determining liability of the Registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities, the undersigned
Registrant undertakes that in a primary offering of securities of the
Registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the Registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(a) Any
preliminary prospectus or prospectus of the undersigned Registrant relating to
the offering required to be filed pursuant to Rule 424;
(b) Any
free writing prospectus relating to the offering prepared by or on behalf of
the undersigned Registrant or used or referred to by the undersigned
Registrant;
(c) The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the Registrant; and
(d) Any
other communication that is an offer in the offering made by the Registrant to
the purchaser.
4.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrants
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
6.
To supplement the prospectus, after the expiration of any warrant or right
subscription period, to set forth the results of any
II-3
Table of Contents
warrant
or right subscription offer, the transactions by the underwriters during the
subscription period, the amount of unsubscribed securities to be purchased by
the underwriters, and the terms of any subsequent reoffering thereof. If any
public offering by the underwriters is to be made on terms differing from those
set forth on the cover page of the prospectus, a post-effective amendment
will be filed to set forth the terms of such offering.
7.
The undersigned Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection (a) of
section 310 of the Trust Indenture Act (Act) in accordance with the rules and
regulations prescribed by the Commission under section 305(b)2 of the Act.
II-4
Table of Contents
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Enfield, State of Connecticut, on December 2,
2010.
|
STR
HOLDINGS, INC.
|
|
|
|
By:
|
/s/
Barry A. Morris
|
|
|
Name:
|
Barry
A. Morris
|
|
|
Title:
|
Executive
Vice President and Chief
Financial Officer
(Principal Financial Officer)
|
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of
the Registrant, a Delaware corporation, which is filing a Registration
Statement on Form S-3 with the Securities and Exchange Commission,
Washington, D.C. 20549 under the provisions of the Securities Act of 1933
hereby constitute and appoint each of Barry A. Morris and Alan N. Forman (with
full power to act alone), the individuals true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for the person
and in his or her name, place and stead, in any and all capacities, to sign
such registration statement and any or all amendments, including post-effective
amendments to the registration statement, including a prospectus or an amended
prospectus therein and any registration statement relating to the offering
covered by this Registration Statement and filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and to file the same, with exhibits
thereto and other documents in connection therewith, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact as
agents, or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof. This power of attorney shall not revoke or in any way modify
any power of attorney previously executed by the undersigned.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
registration statement on Form S-3 has been signed by the following
persons in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Dennis L. Jilot
|
|
Chairman, President and Chief Executive Officer
|
|
December 2, 2010
|
|
|
(Principal Executive Officer)
|
|
|
Dennis
L. Jilot
|
|
|
|
|
|
|
|
|
|
/s/
Barry A. Morris
|
|
Executive Vice President and Chief Financial Officer
|
|
December 2, 2010
|
|
|
(Principal Financial Officer)
|
|
|
Barry
A. Morris
|
|
|
|
|
|
|
|
|
|
/s/
Joseph C. Radziewicz
|
|
Controller and Principal Accounting Officer
|
|
December 2, 2010
|
|
|
(Principal Accounting Officer)
|
|
|
Joseph
C. Radziewicz
|
|
|
|
|
|
|
|
|
|
/s/
Scott S. Brown
|
|
Director
|
|
December 2, 2010
|
|
|
|
|
|
Scott
S. Brown
|
|
|
|
|
|
|
|
|
|
/s/
John A. Janitz
|
|
Director
|
|
December 2, 2010
|
|
|
|
|
|
John
A. Janitz
|
|
|
|
|
|
|
|
|
|
/s/
Andrew M. Leitch
|
|
Director
|
|
December 2, 2010
|
|
|
|
|
|
Andrew
M. Leitch
|
|
|
|
|
II-5
Table of Contents
/s/
Jason L. Metakis
|
|
Director
|
|
December 2, 2010
|
|
|
|
|
|
Jason
L. Metakis
|
|
|
|
|
|
|
|
|
|
/s/ Dominick J. Schiano
|
|
Director
|
|
December 2, 2010
|
|
|
|
|
|
Dominick J. Schiano
|
|
|
|
|
|
|
|
|
|
/s/
Susan C. Schnabel
|
|
Director
|
|
December 2, 2010
|
|
|
|
|
|
Susan
C. Schnabel
|
|
|
|
|
|
|
|
|
|
/s/ Ryan M. Sprott
|
|
Director
|
|
December 2, 2010
|
|
|
|
|
|
Ryan M. Sprott
|
|
|
|
|
|
|
|
|
|
/s/
Robert M. Chiste
|
|
Director
|
|
December 2, 2010
|
|
|
|
|
|
Robert
M. Chiste
|
|
|
|
|
|
|
|
|
|
/s/ Uwe Krueger
|
|
Director
|
|
December 2, 2010
|
|
|
|
|
|
Uwe Krueger
|
|
|
|
|
II-6
Table of Contents
EXHIBIT INDEX
Exhibit
|
|
|
Number
|
|
Document
|
|
|
|
1.1
|
|
Form of
Underwriting Agreement+
|
|
|
|
4.1
|
|
Certificate
of Incorporation of STR Holdings, Inc. (filed as Exhibit 3.1 to the
Companys Quarterly Report on Form 10-Q filed on November 17, 2009
and incorporated herein by reference)
|
|
|
|
4.2
|
|
Bylaws
of STR Holdings, Inc. (filed as Exhibit 3.2 to the Companys
Quarterly Report on Form 10-Q filed on November 17, 2009 and
incorporated herein by reference)
|
|
|
|
4.3
|
|
Form of
Common Stock Certificate (filed as Exhibit 4.1 to the Companys
Quarterly Report on Form 10-Q filed on November 17, 2009 and
incorporated herein by reference)
|
|
|
|
4.4
|
|
Form of
Certificate of Designations for Preferred Stock+
|
|
|
|
4.5
|
|
Form of
Indenture for the Debt Securities*
|
|
|
|
4.6
|
|
Form of
Guarantee+
|
|
|
|
4.7
|
|
Registration
Rights Agreement, dated as of November 6, 2009, among STR
Holdings, Inc. and the stockholders party thereto. (filed as
Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q filed on
November 17, 2009 and incorporated herein by reference)
|
|
|
|
4.8
|
|
Form of
Warrant Agreement+
|
|
|
|
4.9
|
|
Form of
Rights Agreement+
|
|
|
|
4.10
|
|
Form of
Unit Agreement+
|
|
|
|
4.11
|
|
Form of
Purchase Agreement+
|
|
|
|
5.1
|
|
Opinion
of Weil, Gotshal & Manges LLP*
|
|
|
|
12.1
|
|
Computation
of Ratio of Earnings to Fixed Charges*
|
|
|
|
23.1
|
|
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm*
|
|
|
|
23.2
|
|
Consent
of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 to this
Registration Statement)
|
|
|
|
24.1
|
|
Power
of Attorney (included in signature pages of the Registration Statement)
|
|
|
|
25.1
|
|
Statement
of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of the
Trustee under the Indenture*
|
+
|
To
be filed by amendment or as an exhibit to a document filed by STR
Holdings, Inc. under the Securities Exchange Act of 1934, as amended,
and incorporated herein by reference.
|
*
|
Filed
herewith
|
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