- Current report filing (8-K)
02 Dezember 2010 - 11:22PM
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):
December 2, 2010
STR Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-34529
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27-1023344
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer
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Incorporation or Organization)
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Identification No.)
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1699 King Street
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Enfield, Connecticut
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06082
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (
860) 758-7300
(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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On
December 1, 2010, STR Holdings, Inc. (the Company) became eligible
to file an automatic shelf registration statement on Form S-3 since it has
been a reporting company for more than twelve months. Accordingly, on December 2, 2010, the
Company filed a comprehensive shelf registration statement for the offer and
sale by the Company of an unspecified amount of common stock, preferred stock,
debt and other securities. The Company filed the registration statement to
provide it flexibility to raise additional capital if and when business
opportunities may arise in the future. In addition, the registration statement
may be used by certain existing stockholders to sell their shares to the
public. Currently, there are no plans to sell securities covered by the
registration statement.
The
information in this Item 7.01 is being furnished and shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section and
shall not be deemed incorporated by reference into any registration statement
or other document filed pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On
December 1, 2010, Dennis L. Jilot, Chairman, President and Chief Executive
Officer of the Company, entered into an individual stock trading plan with a
brokerage firm in accordance with Rule 10b5-1 under the Securities
Exchange Act of 1934 (the Plan). Mr. Jilot has informed the Company that
he adopted the Plan as of December 1, 2010 for asset diversification,
liquidity, tax and estate planning and charitable giving purposes.
Under
the terms of the Plan, Mr. Jilot has directed his brokerage firm to sell,
commencing in early January 2011, an aggregate of up to 450,000 shares of
the Companys common stock, representing approximately one percent (1%) of the
Companys issued and outstanding shares, which are owned of record by the
Dennis L. Jilot Annuity Trust. The Plan provides that certain share amounts may
be sold each month during 2011, subject to the attainment of certain price
targets. Mr. Jilot will have no discretion or control over the timing or
effectuation of the sales. The Plan will terminate upon the completion of the
sales of stock under the Plan or November 15, 2011, whichever is earlier.
As
of December 1, 2010, Mr. Jilot beneficially owned 2,465,449 shares of
the Companys common stock, including 612,317 of shares that are subject to
vested and unvested stock options. He would continue to beneficially own
2,015,449 shares if all 450,000 shares subject to the Plan are sold.
Sales
made pursuant to Mr. Jilots Plan will be disclosed publicly through
appropriate Form 4 and Form 144 filings with the Securities and
Exchange Commission. Rule 10b5-1 of the Securities Exchange Act of
1934 provides a mechanism for insiders to adopt written plans for trading
securities in a non-discretionary, pre-scheduled manner.
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SIGNATURE
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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STR Holdings, Inc.
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Date:
December 2, 2010
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By:
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/s/ Barry A. Morris
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Barry A. Morris
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Executive Vice President and Chief Financial
Officer
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3
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