Valence Technology Inc - Current report filing (8-K)
13 February 2008 - 9:20AM
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):
February 6, 2008
VALENCE TECHNOLOGY,
INC.
(Exact name of
registrant as specified in its charter)
Delaware
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0-20028
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77-0214673
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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12201 Technology Boulevard,
Suite 150
Austin, Texas 78727
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(Address of principal executive
offices)
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(512) 527-2900
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(Registrants telephone number, including area code)
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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 1.01 Entry
into a Material Definitive Agreement.
On
February 6, 2008, Valence Technology, Inc. and The Tanfield Group PLC (LN:
TAN) entered into a supply agreement whereby the Company agreed to manufacture
and supply Lithium Phosphate energy storage systems to power zero emission,
all-electric commercial delivery vehicles. The Companys battery systems will
be installed in vans and trucks produced by Tanfields UK-based trading
division, Smith Electric Vehicles.
Simultaneously
with the filing of this Current Report on Form 8-K, the Company filed its
Application Pursuant to Rule 24b-2 for Order Granting Confidential
Treatment of Portions of Exhibit 10.1 filed herewith. As such, certain portions of the Tanfield supply
contract have been redacted from the copy filed herewith as Exhibit 10.1,
pending the SECs decision with respect to the Companys application and
request for confidential treatment.
Item 3.02 Unregistered
Sale of Equity Securities.
On
February 8, 2008, Valence Technology, Inc. sold $1.0 million of its
common stock to Berg & Berg Enterprises, LLC, an affiliate of our
chairman Carl E. Berg. The proceeds will be used to fund corporate operating
needs and working capital. Under the terms of the agreement, Valence issued 492,611
shares of its common stock in a private placement transaction exempt from the
registration requirements of the Securities Act of 1933, as amended, pursuant
to Section 4(2) thereof. Berg & Berg Enterprises, LLC
purchased these shares at $2.03 per share, the closing bid price of the
Companys common stock as of February 7, 2008. Under Rule 144 of the
Securities Act, these shares are restricted from being traded by Berg &
Berg Enterprises, LLC for a period of up to one year from the date of issuance,
unless registered, and thereafter may be traded only in compliance with the
volume and manner of sale restrictions imposed by this rule and other
applicable restrictions. A copy of the letter agreement evidencing this stock
sale is attached to this Form 8-K as Exhibit 10.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1
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Supply Agreement
dated February 6, 2008 by and between The Tanfield Group PLC and Valence
Technology, Inc (portions of this contract have been omitted pursuant to a
request for confidential treatment)
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Exhibit 10.2
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Letter
Agreement, dated February 8, 2007, by and between Valence
Technology, Inc. and Berg & Berg Enterprises, LLC with respect
to the purchase of $1.0 million of common stock
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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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VALENCE TECHNOLOGY, INC.
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Dated:
February 12, 2008
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By:
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/s/
Roger Williams
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Roger Williams
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Assistant
Secretary
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EXHIBIT
INDEX
Exhibit 10.1
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Supply Agreement
dated February 6, 2008 by and between The Tanfield Group PLC and Valence
Technology, Inc (portions of this contract have been omitted pursuant to a
request for confidential treatment)
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Exhibit 10.2
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Letter
Agreement, dated February 8, 2007, by and between Valence
Technology, Inc. and Berg & Berg Enterprises, LLC with respect
to the purchase of $1.0 million of common stock
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