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): October 22, 2018
NORTHERN POWER SYSTEMS CORP.
(Exact Name of Registrant as Specified in Charter)
| British Columbia, Canada | 000-55184 | 98-1181717 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 29 Pitman Road, Barre, Vermont 05641 |
| (Address of Principal Executive Offices) (Zip Code) |
(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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [X]
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 22, 2018, in accordance with previously disclosed information on a Form 8-K filed by Northern Power Systems Corp. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”) on September 21, 2018, the Toronto Stock Exchange (“TSX”) delisted the securities of the Company from the TSX, effective October 22, 2018, for failure to comply with TSX continued listing requirements. The Company continues to explore listing its securities on NEX or the over-the-counter market place (OTCQB). At this time, it is uncertain if the Company will list its securities on an alternative exchange. In addition, the Company continues to explore all strategic alternatives and transactions for Company, including the sale of the business or some or all of its assets and business lines including its distributed wind, energy storage and/or services business segments. It is uncertain if the Company’s efforts to identify and effect one or more strategic transaction will be successful.
Item 7.01. Regulation FD Disclosure.
On October 24, 2018, the Company issued a press release announcing that on October 22, 2018, in accordance with previously disclosed information on a Form 8-K filed by the Company with the SEC on September 21, 2018, the TSX delisted the securities of the Company from the TSX, effective October 22, 2018, for failure to comply with TSX continued listing requirements. The information contained in this Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished as part of this Report: Exhibit
Number Description 99.1 Press release dated October 24, 2018, issued by Northern Power Systems Corp.
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.
| NORTHERN POWER SYSTEMS CORP. | ||
| Date: October 24, 2018 | By: | /s/ William St. Lawrence |
| William St. Lawrence | ||
| Interim Co-Chief Executive Officer | ||
EXHIBIT 99.1
Northern Power Systems Corp. Announces TSX Delisting
BARRE, Vt., Oct. 24, 2018 (GLOBE NEWSWIRE) -- Northern Power Systems Corp. (the “Company”), a next generation renewable energy and energy storage technology company, today announced that on October 22, 2018, in accordance with previously disclosed information on a Form 8-K filed with the U.S. Securities and Exchange Commission on September 21, 2018, the Toronto Stock Exchange (“TSX”) delisted the Company’s securities from the TSX, effective October 22, 2018, for failure to comply with the TSX continued listing requirements.
The Company continues to explore listing its securities on NEX or the over-the-counter market place (OTCQB). At this time, it is uncertain if the Company will list its securities on an alternative exchange.
In addition, the Company continues to explore all strategic alternatives and transactions for Company, including the sale of the business or some or all of its assets and business lines including its distributed wind, energy storage and/or services business segments. It is uncertain if the Company’s efforts to identify and effect one or more strategic transaction will be successful.
About Northern Power Systems
Northern Power Systems designs, manufactures, and sells distributed power generation and energy storage solutions with its advanced wind turbines, inverters, controls, and integration services. With over 22 million run-time hours across its global fleet, Northern Power wind turbines provide customers with clean, cost-effective, reliable renewable energy. NPS turbines utilize patented permanent magnet direct drive (PMDD) technology, which uses fewer moving parts, delivers higher energy capture, and provides increased reliability by reducing maintenance and downtime. Northern Power also develops Energy Storage System solutions (ESS) and turnkey projects, deploying its FlexPhase™ power converter platform, which features patented converter architecture and controls technology for advanced grid support and generation applications.
Northern Power has been a technology innovator for over 40 years and serves clients around the globe from its US headquarters and European offices. To learn more, visit www.northernpower.com.
Notice regarding forward-looking statements:
This release includes forward-looking statements regarding Northern Power Systems and its business, which may include, but is not limited to, product and financial performance, regulatory developments, supplier performance, anticipated opportunity and trends for growth in our customer base and our overall business, our market opportunity, expansion into new markets, and execution of the company’s growth strategy. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of Northern Power Systems. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the wind power industry; production, performance and acceptance of the company’s products; our sales cycle; our ability to convert backlog into revenue; performance by the company’s suppliers; our ability to maintain successful relationships with our partners and to enter into new partner relationships; our performance internationally; currency fluctuations; economic factors; competition; the equity markets generally; and the other risks detailed in Northern Power Systems’ risk factors discussed in filings with the U.S. Securities and Exchange Commission (the “SEC”), including but not limited to Northern Power Systems’ Annual Report on Form 10-K filed on April 2, 2018, as well as other documents that may be filed by Northern Power Systems from time to time with the SEC. Although Northern Power Systems has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Northern Power Systems undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
William St. Lawrence
Interim Co-Chief Executive Officer
+1-802-661-4673
ir@northernpower.com