SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2017
(Exact name of registrant as specified in its charter)
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155 Northboro Road
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|Item 1.01.||Entry into a Material Definitive Agreement.|
On June 3, 2017, Sevcon, Inc. (the “Company”) agreed to acquire Xuchang Fuhua Glass Co. Ltd (“Fuhua Glass”)’s entire 50% equity interest in Sevcon New Energy Technology (Hubei) Co., Ltd (“Sevcon New Energy Technology”) for a purchase price of $5,000,000, pursuant to an Equity Transfer Agreement. In doing so, the Company has agreed to terminate its equity joint venture with Fuhua Glass, a Chinese limited liability company. The purchase price is payable to Fuhua Glass within 14 business days after notice has been received that the closing conditions, including required registrations and filings with the applicable governmental entities, are complete. The Company also agreed to reimburse Fuhua Glass for the taxes paid by it in relation to the equity transfer in an amount not to exceed $1,173,675, as well as certain ancillary fees. The Company already held a 50% equity interest in Sevcon New Energy Technology and, upon the consummation of the acquisition, Sevcon New Energy Technology will become a “wholly foreign-owned enterprise” under Chinese law.
In connection with the Equity Transfer Agreement, the Company and Fuhua Glass entered into an Agreement on Termination of the Contract of Joint Venture and of the Articles of Association, and the Board of Directors of Sevcon New Energy Technology adopted certain resolutions, pursuant to which the joint venture contract between the parties was terminated, Fuhua Glass was released from its obligation to make further capital contributions to Sevcon New Energy Technology, and its representatives were removed from its board of directors.
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.
|Dated: June 8, 2017||By:||/s/ Paul N. Farquhar|
|Paul N. Farquhar|
|Chief Financial Officer|