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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): September 15, 2020

 

______________

 

Applied Optoelectronics, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware 001-36083 76-0533927
(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

13139 Jess Pirtle Blvd.

Sugar Land, TX 77478

(address of principal executive offices and zip code)

 

(281) 295-1800

(Registrant’s telephone number, including area code)

______________

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, Par value $0.001 AAOI NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

 

 

 

 

     
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On September 15, 2020, Prime World International Holdings Ltd. (the “Company”), a wholly owned subsidiary of Applied Optoelectronics, Inc., entered into an Amendment to the Finance Lease Agreements (the “Amendment”) with Chailease Finance Co., Ltd. (“Chailease”). The Amendment amends the Finance Lease Agreements, dated November 29, 2018 and January 21, 2019, between the Company and Chailease (hereafter collectively referred to as the “Original Agreements”).

 

Pursuant to the Amendment, the Company agrees to pay Chailease 22,311,381 NTD for certain leased equipment listed in the Amendment (the “Leased Equipment”). This payment will include all outstanding lease payments, costs and expenses; simultaneously, Chailease agrees to transfer title of such Leased Equipment back to the Company.

 

Regarding all other equipment contemplated in the Original Agreements but not listed in the Amendment, pursuant to the terms and conditions made under the Original Agreements, the Company is obligated to pay Chailease monthly lease payments which total 159,027,448 NTD (the “Lease Payments”). The Lease Payments will begin on September 21, 2020 with the last Lease Payment due on January 21, 2022, title of all other equipment contemplated under the Original Agreements but not listed in the Amendment will transfer to the Company upon completion of the Lease Payments and expiration of the Original Agreements.

 

The foregoing description of the Amendment does not purport to be a complete statement of the parties’ rights and obligations under the Amendment and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Amendment is incorporated by reference herein and made a part hereof.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1 Translation of Amendment to the Finance Lease Agreements, dated September 15, 2020, between Prime World International Holdings Ltd., and Chailease Finance Co., Ltd.
   
104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

 

 

 

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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.

 

 

  Applied Optoelectronics, Inc.
   
  By:  /s/ DAVID C. KUO
    David C. Kuo
General Counsel and Vice President

 

Date: September 18, 2020

 

 

 

 

 

 

 

 

 

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Exhibit 10.1

 

Amendment to the Finance Lease Agreements

 

Party A (the “Lessor”): Chailease Finance Co., Ltd.

 

Party B (the “Lessee”): Prime World International Holdings Ltd., Taiwan Branch

 

 

WHEREAS, Party A and Party B entered into two Financial Lease Agreements (contract number: A1811069AB and A1901033AB, hereafter collectively referred to as the “Original Agreements”) for the purpose of engaging in a financial lease transaction between both parties. As of today, even though the Original Agreements remain in effect, Party A agrees with Party B that Party B early pay the outstanding lease payment in connection with certain equipment listed in the Appendix Leased Equipment (hereinafter referred to as the “Leased Equipment”). NOW, THEREFORE, both parties agree to amend the Original Agreements as follows:

 

1. Party A confirms that it has received 22,311,381 NTD (the “Early Lease Payment”) remitted by Party B on September 15, 2020, the Early Lease Payment include all outstanding lease payments and any other costs or expenses in connection with the Leased Equipment.

 

2. Transfer the ownership of the Leased Equipment, and the manner of delivery:

 

(1) Since Party B has been in possession of the Leased Equipment, both parties agree that the Leased Equipment shall be delivered with the short hand and be provided “AS IS WHERE IS” according to the provisions of Article 761 of the Civil Code at the time when Party A receives the Early Lease Payment, whereby the ownership of the Leased Equipment shall be transferred to Party B simultaneously.

 

(2) Party B acknowledges that the Leased Equipment received is free from defect in a right or a thing.

 

3. Both parties confirm that the remaining lease payments of the Original Agreements at a total amount of 159,027,448 NTD after Party A receives the Early Lease Payment under this amendment, the remaining lease payments will be paid off in accordance with the Appendix Remaining Lease Payment Schedule to this amendment.

 

4. Except as expressly modified by the terms of this amendment, all the rights and obligations of both parties shall continue to subject to the Original Agreements and remain unchanged.

 

5. All Appendices, which are an integral part of this amendment, shall have the same effect as the amendment.

 

6. This amendment has the same effect as the Original Agreements. In case of any conflict or inconsistency between the Original Agreements and this amendment, this amendment shall prevail.

 

7. Both parties agree that this amendment shall be governed and interpreted in accordance with the law of Taiwan (R.O.C.). Any disputes arising out of this amendment shall be resolved in the Taiwan Shilin District Court as the court of first instance.

 

8. This amendment is made in duplicate, with Party A and Party B holding one respectively.

 

 

Party A: Chailease Finance Co., Ltd.
Representative: CHEN,FENG-LUNG
Tax ID number: 05072925
Address: 8th to 12th Floors, No. 362, Ruiguang Road, Neihu District, Taipei City

 

 

Party B: Prime World International Holdings Ltd., Taiwan Branch
Representative: LIN,CHIH-HSIANG
Tax ID number: 28410552
Address: No. 18, Gongsi Road, Linkou District, New Taipei City

 

Date: September 15, 2020

 

 

 

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Appendix - Remaining Lease Payment Schedule

 

Contract Number: A1811069AB   Contract Number: A1901033AB
     
Rent and Payment  (tax excluded)   Rent and Payment (tax excluded)
September 30,2020 NTD 5,240,178   September 21, 2020 NTD 4,918,493
October 31, 2020 NTD 5,232,606   Ocober 21, 2020 NTD 4,899,701
November 30, 2020 NTD 5,211,784   November 21, 2020 NTD 4,893,703
December 31, 2020 NTD 5,203,266   December 21, 2020 NTD 4,875,710
January 31, 2021 NTD 5,188,595   January 21, 2021 NTD 4,868,913
February 28, 2021 NTD 5,159,729   February 21, 2021 NTD 4,856,518
March 31, 2021 NTD 5,159,255   March 21, 2021 NTD 4,830,928
April 30. 2021 NTD 5,140,799   April 21, 2021 NTD 4,831,728
May 31, 2021 NTD 5,129,914   May 21, 2021 NTD 4,815,735
June 30, 2021 NTD 5,112,405   June 21, 2021 NTD 4,806,939
July 31, 2021 NTD 5,100,573   July 21, 2021 NTD 4,791,744
August 31, 2021 NTD 5,085,904   August 21, 2021 NTD 4,782,148
September 30, 2021 NTD 5,069,814   September 21, 2021 NTD 4,769,753
October 31, 2021 NTD 5,056,563   October 21, 2021 NTD 4,755,758
November 30, 2021 NTD 5,041,404   November 21, 2021 NTD 4,744,963
      December 21, 2021 NTD 4,731,768
      January 21, 2022 NTD 4,720,157

 

 

 

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Appendix - Leased Equipment

 

Appendix                                    
Contract ID Asset Cap.date Asset Description Acquisition Price Book Value Currency Asset Name Quantity Unit Brand Model Cost Center CCenText Location Location Name Pers.No. Name Note
A1811069AB 153100004041 2016/10/20 MRSI-DH-3 Ultra-Precision Assembly Workcell 16,701,619 14,797,546 TWD Die Bonder  Machine 1 Set MRSI MRSI-DH-3 201000 Executive-GM Office 2006 2F Box TOSA 81353 CHU,CHI-AN Expected to resell to AOI CN
A1811069AB 153100004234 2017/5/31 AD838L-Plus High Speed Epoxy Die Bonder 6,785,282 5,371,681 TWD Die Bonder  Machine 1 Set ASM Pacific Technology AD838L 207108 Production II -BOSA 2008 2F BOSA 81399 HSU,CHIH-WEI Expected to resell to AOI CN
A1811069AB 153100003527 2016/1/30 MP1800A 4T/4R BERT((1ch PG/4ch ED)) 7,174,320 5,261,168 TWD Bit Error Rate Analyzer 1 Set Anritsu MP1800A 201000 Executive-GM Office 3020 3F Can type G line 81680 CHEN,CHAO-MING New
A1901033AB 153100003862 2016/3/17 ADST YS-800 Laser Welding System 3,446,176 2,985,115 TWD Automatic Alignment and Laser Welding Machine 1 Set ADST YS-800 207105 Production II -mini CX 3004 3F miniCX 81257 LIN,CHIH-HUNG Expected to resell to AOI CN
A1901033AB 153100004302 2017/6/5 Auto W/B Model IConn Plus 3,700,000 2,929,166 TWD Automatic Wire Bonding Machine 1 Set K&S IConn Plus 206203 Engineering II -ED A030 Modification area 81260 WANG,I-CHIA Expected to resell to AOI CN
A1901033AB 153100003863 2016/3/17 ADST YS-800 Laser Welding System 3,209,259 2,822,768 TWD Automatic Alignment and Laser Welding Machine 1 Set ADST YS-800 207105 Production II -mini CX 3004 3F miniCX 81257 LIN,CHIH-HUNG Expected to resell to AOI CN
A1901033AB 153100003864 2016/3/17 ADST YS-800 Laser Welding System 3,209,259 2,822,768 TWD Automatic Alignment and Laser Welding Machine 1 Set ADST YS-800 201000 Executive-GM Office 3004 3F miniCX 81257 LIN,CHIH-HUNG Expected to resell to AOI CN
A1901033AB 153100004393 2017/8/24 ADST YS-800 Laser Welding System 3,320,891 2,767,408 TWD Automatic Alignment and Laser Welding Machine 1 Set ADST YS-800 201000 Executive-GM Office 3004 3F miniCX 81257 LIN,CHIH-HUNG Expected to resell to AOI CN
A1901033AB 153100004387 2017/7/20 ADST YS-800 Laser Welding System 3,316,031 2,671,247 TWD Automatic Alignment and Laser Welding Machine 1 Set ADST YS-800 207105 Production II -mini CX 3004 3F miniCX 81257 LIN,CHIH-HUNG Expected to resell to AOI CN
A1901033AB 153100004388 2017/7/20 ADST YS-800 Laser Welding System 3,316,031 2,671,247 TWD Automatic Alignment and Laser Welding Machine 1 Set ADST YS-800 207105 Production II -mini CX 3004 3F miniCX 81257 LIN,CHIH-HUNG Expected to resell to AOI CN
A1901033AB 153100003987 2016/5/10 100G CLR4 ADST RX Auto-alignment system (YS-5221 3,166,746 2,427,838 TWD 100G CWDM4 Gen1 Demux Welding Machine 1 Set ADST YS-5221 206203 Engineering II -ED A030 Modification area 80191 CHANG,HSIN-I Expected to resell to AOI CN
A1901033AB 153100003850 2016/3/17 ADST YS-800 Laser Welding System 2,979,201 2,234,401 TWD Automatic Alignment and Laser Welding Machine 1 Set ADST YS-800 201000 Executive-GM Office 3004 3F miniCX 81257 LIN,CHIH-HUNG Expected to resell to AOI CN
A1901033AB 153100003851 2016/3/17 ADST YS-800 Laser Welding System 2,979,201 2,234,401 TWD Automatic Alignment and Laser Welding Machine 1 Set ADST YS-800 201000 Executive-GM Office 3004 3F miniCX 81257 LIN,CHIH-HUNG Expected to resell to AOI CN
A1901033AB 153100003855 2016/3/17 ADST YS-800 Laser Welding System 2,979,201 2,234,401 TWD Automatic Alignment and Laser Welding Machine 1 Set ADST YS-800 207105 Production II -mini CX 3004 3F miniCX 81257 LIN,CHIH-HUNG Expected to resell to AOI CN
A1901033AB 153100003856 2016/3/17 ADST YS-800 Laser Welding System 2,979,201 2,234,401 TWD Automatic Alignment and Laser Welding Machine 1 Set ADST YS-800 207105 Production II -mini CX 3004 3F miniCX 81257 LIN,CHIH-HUNG Expected to resell to AOI CN
A1901033AB 153100004420 2017/7/10 ADST 100G Alignment System YS-5221 2,566,887 2,067,770 TWD 100G CWDM4 Gen1 Demux Welding Machine 1 Set ADST YS-5221 207108 Production II -BOSA 2008 2F BOSA 81399 HSU,CHIH-WEI Expected to resell to AOI CN
A1901033AB 153100004061 2017/1/6 ADST YS-5221 ROSA auto alignment system 2,613,220 1,959,915 TWD 100G CWDM4 Gen1 Demux Welding Machine 1 Set ADST YS-5221 207108 Production II -BOSA 2008 2F BOSA 80191 CHANG,HSIN-I Expected to resell to AOI CN
A1901033AB 153100004062 2017/1/6 ADST YS-5221 ROSA auto alignment system 2,613,220 1,959,915 TWD 100G CWDM4 Gen1 Demux Welding Machine 1 Set ADST YS-5221 207108 Production II -BOSA 2008 2F BOSA 80191 CHANG,HSIN-I Expected to resell to AOI CN
A1901033AB 153100004421 2017/7/10 ADST 100G Alignment System YS-5221 2,360,193 1,891,652 TWD 100G CWDM4 Gen1 Demux Welding Machine 1 Set ADST YS-5221 207108 Production II -BOSA 2008 2F BOSA 81399 HSU,CHIH-WEI Expected to resell to AOI CN
A1901033AB 153100003829 2016/3/14 PD Alignment System, YS-5221 (for PD only) 2,513,372 1,885,029 TWD 100G CWDM4 Gen1 Demux Welding Machine 1 Set ADST YS-5221 201000 Executive-GM Office 2008 2F BOSA 81399 HSU,CHIH-WEI Expected to resell to AOI CN

 

 

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