- Current report filing (8-K)
August 19 2010 - 1:46PM
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):
August 13,
2010
FAR
EAST WIND POWER CORP.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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333-153472
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27-0999493
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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11811
North Tatum Blvd., Suite 3031
Phoenix,
Arizona 85028
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(Address
of Principal Executive Office) (Zip
Code)
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Registrant's
telephone number, including area code:
(602)
953-7757
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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1 - Registrant’s Business and Operations
Item
1.01. Entry
into a Material Definitive Agreement.
On August
13, 2010, Far East Wind Power Corp. (the “
Company
”), entered
into a binding Letter of Intent (the “
LOI
”) with Taitong
Energy Limited, a People’s Republic of China (“
PRC
”) company (“
Taitong
”), whereby
the parties agreed to the joint development of a wind farm project in the Yunnan
Province in China (the “
Project
”). The
parties agreed to enter into a definitive agreement upon satisfactory completion
by the Company of due diligence of the Project (the “
Definitive
Agreement
”).
Pursuant
to the LOI, (a) Taitong will be responsible for obtaining all government
approvals and permits in connection with the Project and forming a joint venture
company to own and operate the Project (the “
JV
”) by September 30,
2010; (b) the Company will acquire a 49% ownership interest in the JV, with the
remaining 51% owned by Taitong; and (c) the Company will lend to the JV up to a
total of USD $20,000,000 (the “
Loans
”) repayable as
set forth below. Additionally, Taitong grants the Company a right of
first refusal to acquire Taitong’s rights to develop a wind farm or wind park in
Yunnan for additional installed capacity of 99 MW. Upon completion of
the construction of the Project, Taitong will continue to assist the JV in
securing USD $80,000,000 in loans from a PRC bank to fund the
Project. The Loans shall become due and payable upon receipt of
adequate financing from a PRC bank. In the event the JV is unable to
secure adequate funding from a PRC bank, the principal amount of the Loans shall
be repaid in a series of 60 equal monthly installments beginning on the date the
JV first receives financing from a PRC bank and the Loans shall accrue interest
at a rate of 10% per annum, payable as a lump sum payment along with the 60
th
monthly
installment.
After the
first month the Project begins to generate cash profits, distributions will be
made to the maximum extent allowed under PRC law, in proportion to the ownership
percentages in the JV. In addition, the Definitive Agreement will
provide for the Company to have (i) majority control of the board of directors
of the JV, (ii) the sole right to approve cash disbursements of the JV, the
construction plan for the Project and any debt or equity financings of the JV,
and (iii) an approval right and right of first refusal on any transfer of
Taitong’s ownership interest in the JV.
The
Definitive Agreement will contain customary representation and warranties,
covenants and indemnification provisions.
The LOI
is attached to this report as Exhibit 10.1 and is incorporated herein by
reference. The foregoing statements are not intended to be a complete
description of all terms and conditions.
Section
8 - Other Events
Item
8.01. Other
Events.
On August
19, 2010, the Company issued a press release announcing the signing of the
LOI. A copy of the press release is attached to this report as
Exhibit 99.1 and is incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
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No.
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Description
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10.1
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Letter
of Intent dated August 13, 2010, by and between Far East Wind Power Corp.
and Taitong Energy Limited.
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99.1
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Press
Release dated August 19,
2010.
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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.
Date: August
19, 2010
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FAR
EAST WIND POWER CORP.
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By:
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/s/
Marcus
Laun
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Director
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Far East Wind Power (CE) (USOTC:FEWP)
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