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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/25/14 Northern Power Systems Corp. 8-K12G3/A:9 4/16/14 2:171K RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 8-K12G3/A Amendment to Notice of Securities of a Successor HTML 19K
Issuer Deemed to be Registered
2: EX-13.1 Annual or Quarterly Report to Security Holders HTML 117K
| 8-K12G3/A |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 16, 2014
NORTHERN POWER SYSTEMS CORP.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | 000-55184 | 98-1181717 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
29 Pitman Road
(Address of principal executive offices)
(802) 461-2955
(Registrant’s telephone number, including area code)
None
(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:
| ¨ | 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)) |
Explanatory Note
Northern Power Systems Corp. is filing this Amended Current Report on Form 8-K to make certain modifications to the pro-forma financial statements of Northern Power Systems Corp. which are incorporated by reference to Exhibit 13.1 to this Amended Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
Financial statements of businesses acquired
The financial statements of Wind Power Holdings, Inc. as the business acquired are incorporated by reference to the following:
| • | The audited consolidated financial statements of Wind Power Holdings, Inc. (“WPHI”) for the fiscal year ended December 31, 2013 and 2012 contained on pages F-1 through F-37 of WPHI’s registration statement on Form10 filed with the SEC on April 14, 2014. |
Pro forma financial information
The pro forma financial statements of Northern Power Systems Corp. as the business after acquisition are incorporated by reference to Exhibit 13.1 to this Amended Current Report on Form 8-K/A.
Exhibits
| Exhibit Number |
Description | |
| 2.1^ | Merger Agreement by and between Wind Power Holdings, Inc., Mira III Acquisition Corp (now known as Northern Power Systems Corp.), Mira Subco, Inc and Mira Subco, LLC dated as of March 3, 2014. | |
| 3.1+ | Articles of Incorporation of Northern Power Systems Corp. dated April 14, 2014. | |
| 10.1+ | Fifth Amended and Restated Investors’ Rights Agreement by and between Wind Power Holdings, Inc. and certain of its stockholders dated as of April 14, 2014. | |
| 10.2+ | Northern Power Systems Corp. 2014 Stock Option and Incentive Plan. | |
| 10.3+ | Northern Power Systems Corp. 2014 Stock Option and Incentive Plan Form of Non-Qualified Stock Option Grant. | |
| 10.4+ | Escrow Agreement made and entered into as of April 16, 2014, by and among Northern Power Systems Corp., Equity Financial Trust Company, as escrow agent, and the shareholders named therein. | |
| 13.1* | Pro Forma Financial Statements of Northern Power Systems Corp. as of December 31, 2013. | |
| ^ | Incorporated by reference from Amendment No. 2 to the Registrant’s Registration Statement on Form 10 filed April 14, 2014. |
| + | Previously filed. |
| * | Filed herewith |
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.
| NORTHERN POWER SYSTEMS CORP. | ||||||
| June 25, 2014 | By: | /s/ Elliot J. Mark | ||||
| Name: | Elliot J. Mark | |||||
| Title: | Vice President and General Counsel | |||||
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| This ‘8-K12G3/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/25/14 | |||
| For Period End: | 4/16/14 | 3, 8-K, 8-K12G3 | ||
| 4/14/14 | ||||
| 3/3/14 | ||||
| 12/31/13 | ||||
| 12/31/12 | ||||
| List all Filings | ||||