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): August 22, 2012

 

BROADWIND ENERGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of
Incorporation)

 

0-31313

(Commission File Number)

 

88-0409160

 (IRS Employer Identification No.)

 

47 East Chicago Avenue, Suite 332 , Naperville, Illinois 60540

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (630) 637-0315

 

Not Applicable

(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:

 

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 5.03.   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On August 22, 2012, Broadwind Energy, Inc. (the “Company”) filed an Amendment to its Certificate of Incorporation to effect a reverse stock split of its common stock with a ratio of one post-split share for every 10 shares issued and outstanding on the effective date (the “Reverse Stock Split Amendment”).  The stockholders of the Company approved the authority of the Company’s Board of Directors to effect the reverse stock split at the Annual Meeting of Stockholders held on May 4, 2012, as previously disclosed in the Company’s Current Report on Form 8-K filed on May 4, 2012. The complete text of the Reverse Stock Split Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

The Reverse Stock Split Amendment became effective on August 22, 2012.  Immediately prior to the reverse stock split, the Company had 300 million shares of authorized common stock, approximately 141 million of which were outstanding.  As a result of the reverse stock split, the authorized shares of the Company’s common stock automatically decreased to 30 million shares, of which approximately 14 million are outstanding, without any change in the par value of such shares.

 

No fractional shares will be issued.  In lieu thereof, fractional shares will be aggregated and sold by the Company’s  transfer agent, Wells Fargo Bank, N.A. (“Wells Fargo”), as soon as practicable after the effective time of the reverse split at the then prevailing prices on the NASDAQ Capital Market. After such sale and, in the case of holders of certificated common stock, upon the surrender of the stock certificates representing such shares, Wells Fargo will pay to each holder of record its pro rata share of the net proceeds derived from the sale of the fractional interest to which they would otherwise be entitled. The rights and privileges of the holders of the Company’s common stock are otherwise unaffected by the reverse stock split.

 

Item 8.01. Other Events

 

On August 22, 2012, the Company issued a press release announcing the reverse stock split. The press release is incorporated herein by reference and is attached hereto as Exhibit 99.1.

 

The Company’s common stock will continue to be traded on the NASDAQ Capital Market under the symbol “BWEN” and commenced trading on a post-split basis when markets opened on August 23, 2012.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)

 

Exhibits

 

 

 

3.1

 

Amendment to the Certificate of Incorporation of the Company effective August 22, 2012

99.1

 

Press Release dated August 22, 2012.

 

2


 

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.

 

 

 

BROADWIND ENERGY, INC.

 

 

 

 

August 23, 2012

By:

/s/ Stephanie K. Kushner

 

 

Stephanie Kushner

 

 

Chief Financial Officer

 

3


 

EXHIBIT INDEX

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

3.1

 

Amendment to the Certificate of Incorporation of the Company effective August 22, 2012

99.1

 

Press Release dated August 22, 2012.

 

4

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
BROADWIND ENERGY, INC.

 

The undersigned officer of Broadwind Energy, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

 

FIRST :    The name of the Corporation is Broadwind Energy, Inc.

 

SECOND :     Section 4.01 of ARTICLE IV of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:

 

“Section 4.01     Number and Class.     The total number of shares of authorized capital stock of the corporation shall consist of forty million (40,000,000), of which thirty million (30,000,000) shall be shares of common stock with a par value of $0.001 per share and ten million (10,000,000) shall be shares of undesignated stock with a par value of $0.001 per share. To the fullest extent permitted by the laws of the State of Delaware, as the same now exist or may hereafter be amended or supplemented, the Board of Directors has the express authority, without first obtaining approval of the stockholders of the corporation or any class thereof, to establish from the undesignated shares, by resolution adopted and filed in the manner provided by law, one or more series of preferred stock with each such series to consist of such number of shares and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors of the corporation.”

 

Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each ten (10) shares of common stock either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of common stock (the “Reverse Stock Split”).

 

No fractional shares shall be issued in connection with the Reverse Stock Split. In lieu thereof, the aggregate of all fractional shares otherwise issuable to the holders of record of common stock shall be issued to the transfer agent, as agent for the accounts of all holders of record of common stock and otherwise entitled to have a fraction of a share issued to them. The sale of all of the fractional interests will be effected by the transfer agent as soon as practicable after the Effective Date on the basis of the prevailing market prices of the common stock at the time of the sale. After such sale and upon the surrender of the stockholders’ stock certificates, the transfer agent will pay to such holders of record their pro rata share of the total net proceeds derived from the sale of the fractional interests. Each certificate that immediately prior to the Effective Time represented shares of common stock (“Old Certificates”), shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

 

THIRD :    The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

FOURTH :    The foregoing amendment shall be effective as of 11:59 p.m., Eastern Time, on the date of filing with the Secretary of State of the State of Delaware.

 

[ Signature follows ]

 


 

IN WITNESS WHEREOF , the undersigned does hereby execute this Certificate of Amendment to the Certificate of Incorporation of Broadwind Energy, Inc., this 22nd day of August, 2012.

 

 

 

BROADWIND ENERGY, INC.

 

 

 

 

 

By:

/s/ PETER C. DUPREY

 

Name:

Peter C. Duprey

 

Title:

President and Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Broadwind Energy Announces Reverse Stock Split to Maintain NASDAQ Listing

 

Common stock will begin trading on split-adjusted basis on August 23, 2012

 

NAPERVILLE, Ill., August 22, 2012 — Broadwind Energy, Inc. (NASDAQ: BWEN) announced today that it intends to effect a reverse split of its common stock at a ratio of 1 post-split share for  every 10 pre-split shares. The reverse stock split will become effective at 11:59 p.m. ET on Wednesday, August 22, 2012. Broadwind’s common stock will continue to be traded on the NASDAQ Capital Market under the symbol “BWEN” and will begin trading on a split-adjusted basis when the market opens on Thursday, August 23, 2012. At an annual meeting of stockholders held on May 4, 2012, Broadwind’s stockholders granted the Board of Directors the discretion to effect a reverse stock split of Broadwind’s common stock through an amendment to its Certificate of Incorporation at a ratio of not less than 1-for-5 and not more than 1-for-10.

 

At the effective time of the reverse stock split, every ten shares of Broadwind’s issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. The reverse stock split will reduce the number of shares of Broadwind’s common stock outstanding from approximately 141 million shares to approximately 14 million shares. Proportional adjustments will be made to the number of shares of Broadwind’s common stock issuable upon exercise or conversion of Broadwind’s outstanding equity awards, as well as the applicable exercise price.  Broadwind’s authorized shares of common stock will be reduced from 300 million to 30 million.

 

Peter C. Duprey, president and chief executive officer, stated, “We are effecting this reverse stock split to raise Broadwind’s common stock price in order to regain compliance with the NASDAQ Capital Market’s $1.00 per share minimum bid continued listing requirement. As our past few quarters’ results demonstrate, the three-prong strategic transformation that we put in place last year is progressing well. We are reducing our manufacturing footprint and our cost base, have shifted our capacity and our marketing focus to non-wind sectors, and are working to improve our financial flexibility. As a result, our Gearing business has decisively turned the corner to increasing profitability, our Services is approaching breakeven, our non-wind Weldments business is growing well, and we have strengthened our competitive position in Towers as supply starts to come into better balance with global demand. Over the next few quarters, we expect the benefits of our strategy to increasingly accrue to our financial results as we complete our transformation and establish sustainable profitable growth.”

 

Information for Broadwind Energy Stockholders

 

Upon execution of the reverse split, Broadwind stockholders will receive one new share of Broadwind common stock for every ten shares held. Record holders of Broadwind common stock will receive a letter of transmittal shortly after the effective date with instructions for the exchange of existing stock certificates for book-entry shares representing the post-reverse split shares. Wells Fargo Shareowner Services, the transfer agent for Broadwind common stock, will act as the exchange agent, and can be contacted at (877)-536-3552. Broadwind will not issue fractional shares as a result of the reverse stock split. Instead, Wells Fargo will aggregate all

 


 

fractional shares and arrange for them to be sold as soon as practicable after the effective time of the reverse split at the then prevailing prices on the NASDAQ Capital Market. After such sale and, in the case of holders of certificated common stock, upon the surrender of the stock certificates representing such shares, Wells Fargo will pay to each holder of record its pro rata share of the net proceeds derived from the sale of the fractional interest to which they would otherwise be entitled.

 

For more information on the reverse stock split, please refer to Broadwind’s proxy materials for its most recently held annual meeting of stockholders which can be accessed through the investor portion of Broadwind’s website at http://www.bwen.com.

 

About Broadwind Energy, Inc.

 

Broadwind Energy (NASDAQ: BWEN) applies decades of deep industrial expertise to innovate integrated solutions for customers in the energy and infrastructure markets. From gears and gearing systems for wind, oil and gas and mining applications to wind towers, to comprehensive remanufacturing of gearboxes and blades, to operations and maintenance services, and weldments, we have solutions for the energy needs of the future. With facilities throughout the U.S., Broadwind Energy’s talented team of 800 employees is committed to helping customers maximize performance of their investments—quicker, easier and smarter.

 

Forward-Looking Statements

 

This news release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995—that is, statements related to future, not past, events. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “anticipate,” “believe,” “intend,” “expect,” “plan,” “will” or other similar words. These forward-looking statements involve certain risks and uncertainties that ultimately may not prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. The Company’s forward looking statements may include or relate to the Company’s compliance with the listing requirements of the Nasdaq Capital Market, including the minimum bid price rule; the Company’s plans to grow its business and its expectations regarding the execution of its strategic transformation and its operations, revenue growth, profitability and the business of its customers; the Company’s expectations regarding its plan to restructure its operations by consolidating its operations; the Company’s execution of its tower production schedule and the effect of such production on the Company’s inventory and working capital levels as well as the sufficiency of the Company’s working capital; the Company’s expectations regarding the state of the wind energy market, and the regulatory frameworks affecting the wind energy industry, as well as the Company’s expectations relating to the economic downturn and the potential impact on its business and the business of its customers. For further discussion of risks and uncertainties, individuals should refer to the Company’s SEC filings. The Company undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this news release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. All forward-looking statements are qualified in their entirety by this cautionary statement.

 

CONTACT: John Segvich, 630.995.7137, john.segvich@bwen.com