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): July 31, 2014
Power Solutions International, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35944 | 33-0963637 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
201 Mittel Drive, Wood Dale, Illinois 60191
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (630) 350-9400
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)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On July 31, 2014, Doosan Infracore Co., Ltd. (“Doosan”) and PSI International, LLC, a subsidiary of Power Solutions International, Inc. (the “Company”), entered into an addendum to the Supply Agreement by and between Doosan and the PSI International, LLC, dated as of December 11, 2007, as amended (the “Addendum”). The Addendum extends the term of the Supply Agreement to 2018.
The Addendum is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein. The foregoing summary of the Addendum is qualified in its entirety by the complete text of the Addedum filed herewith.
For further information regarding the Supply Agreement, see the copy of the Supply Agreement (as previously amended) filed as Exhibit 10.12 to Amendment No. 4 to the Company’s Current Report on Form 8-K dated April 29, 2011, filed with the Commission on August 12, 2011.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit
|
Exhibit Description |
|
| 10.1 | Addendum dated as of July 31, 2014, to Supply Agreement dated December 11, 2007, by and between PSI International, LLC and Doosan Infracore Co., Ltd., as amended. † | |
| † | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been separately filed with the Securities and Exchange Commission. |
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.
| POWER SOLUTIONS INTERNATIONAL, INC. | ||
| By: |
/s/ Daniel P. Gorey |
|
| Daniel P. Gorey | ||
| Chief Financial Officer | ||
Dated: August 6, 2014
Exhibit 10.1
CONFIDENTIAL TREATMENT – REDACTED COPY
** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST UNDER 17 C.F.R. SECTIONS 24b-2, 200.80(B)(4) AND 230.406.
ADDENDUM
This Addendum (“Addendum”) is made and entered into this 31st day of July, 2014 by and between DOOSAN Infracore Co., Ltd. Having its principal place of business at 7-11, Hwasu-dong, Dong-gu, Incheon, Korea (“SUPPLIER”) and POWER SOLUTION INTERNATIONAL, an Illinois limited liability company (“PSI”), having its principal place of business at 655 Wheat Lane, Wood Dale, Illinois 60191, United States (PSI and its affiliates shall collectively be referred to herein as “BUYER”).
WITNESSETH:
WHEREAS, the parties entered into a certain Agreement dated December 11, 2007 (the Agreement) and agreed Addendums dated:
August 28, 2008
December 11, 2008
November 18, 2009
December 31, 2009
June 19, 2012
WHEREAS, Article 2. GRANT OF THE BUYER in the Agreement, both parties agreed that the SUPPLIER appoints BUYER as an exclusive buyer and distributor of Products within Territory under the condition to fulfill the target volume.
WHEREAS, Provision 1, Performance Objective in the Addendum dated on June 19, 2012, BUYER agreed to fulfill the Performance Objective below:
|
Year |
2012 | 2013 | 2014 | 2015 | ||||||||||||
|
Quantity (units) |
835 | 1,000 | 1,200 | 1,400 | ||||||||||||
WHEREAS, in consideration of the mutual covenants and promises contained herein, the SUPPLIER agrees and confirms that BUYER’s exclusivity rights shall remain valid and enforceable through 2018 with volume commitment below.
|
Year |
2014 | 2015 | 2016 | 2017 | 2018 | |||||||||||||||
|
Quantity (units) |
[*** | ] | [*** | ] | [*** | ] | [*** | ] | [*** | ] | ||||||||||
WHEREAS, Article 3.7, BUYER shall discuss in advance and reach to an agreement with SUPPLIER to use trademarks, logos, signs or other marks owned by SUPPLIER for End Products.
WHEREAS, Article 5.1, the price payable for any Products shall be as stated below from July, 2014 based on the Purchase Order received to the Supplier [*************]. Such prices shall be on the basis of FOB shipping point pursuant to INCOTERMS 2000 of the International Chamber of Commerce. Prices are specified in U.S. dollars. [***********************]
| (USD, FOB KOREAN PORT) | ||||||
|
Model |
SUFFIX | PRICE | ||||
|
GE08TI, DRY TYPE |
EEPOF | [*** | ] | |||
|
GE08TI, WET TYPE |
EEPOG | [*** | ] | |||
|
GE12TI, WET TYPE |
EEIOH | [*** | ] | |||
|
GV158TI, WET TYPE |
EZZOG | [*** | ] | |||
|
GV180TI, WET TYPE |
EZSOD | [*** | ] | |||
|
GV222TI, WET TYPE |
EZYOF | [*** | ] | |||
WHEREAS, Article 12.1, this Agreement begins on the date above and will continue through December 31, 2018. TERM in the Agreement requires 12 month notification of the intent to terminate the agreement or it will automatically renew for one year periods. Both parties understand the value and commitments made to develop the Products and the market in the Territory and agree to a 12 month notification of intent to terminate.
WHEREAS, Exhibit B. Warranty Policy, the Indemnification shall be added as follows:
“It is expressly understood that Supplier shall defend and indemnify Buyer, its subsidiaries and affiliates and hold each of them harmless against and from any and all claims, damages and reasonable costs and expenses with respect to any loss of or damage to Buyer’s property or a third party’s property, and any injury to or death of any persons, proven to be directly and solely caused by gross negligence or the willful misconduct of Supplier in connection with the Products.”
WHEREAS, the Supply Agreement dated December 11, 2007, as amended remains in full force and effect and is otherwise not changed or modified.
| By: |
/s/ Gary S. Winemaster |
By: |
/s/ Dan Rim |
|||||
| Power Solutions International, Inc. | Doosan Infracore Co., Ltd. | |||||||