UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 2)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For
the fiscal year ended December 31, 2008
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
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For
the transition period from __________ to
__________
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Commission
File Number: 001-13549
SOLAR
THIN FILMS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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95-4356228
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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25
Highland Blvd, Dix Hills, New York 11746
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
(516)
417-8454
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, par value $0.01 per share.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
¨
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.
¨
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes
x
No
¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
¨
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
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Large
accelerated filer
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Accelerated
filer
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Non-accelerated
filer (Do not check if a smaller reporting company)
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Smaller
reporting company
x
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes
¨
No
x
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was approximately $27,999,222 as of June 30,
2008.
As of May
11, 2009, 58,136,113 shares of the registrant’s common stock, par value $.01 per
share, were issued and outstanding.
Documents
Incorporated by Reference: None.
EXPLANATORY
NOTE
Solar
Thin Films, Inc. (the “Company”) is filing this Amendment No. 2
to its Annual Report on Form 10-K for the fiscal year ended December 31,
2008, which was originally filed with the Securities and Exchange Commission
(“SEC”) on April 15, 2009 (the “Original Form 10-K”) and which was amended
on April 23, 2009 (“Amendment No. 1”), to only amend and restate certain
disclosures under Part II - Item 9A(T.): Controls and Procedures, as
requested by the SEC in their letter of comment dated as of April 27, 2009, in
their entirety. No other information in the Original Form 10-K or
Amendment No. 1 is amended hereby. Except for the amended disclosures
set forth above, the information in this Form 10-K/A has not been updated
to reflect events that occurred after April 15, 2009, the filing date of our
Original Form 10-K. Accordingly, this Form 10-K/A should be read in
conjunction with our filings made with the SEC subsequent to the filing of the
Original Form 10-K, including any amendments to those filings.
This
Form 10-K/A includes new certifications as exhibits 31.1, 31.2, 32.1 and 32.2 by
our principal executive officer and principal financial officer as required by
Rules 12b-15 and 13a-14 promulgated under the Securities Exchange Act of
1934, as amended.
SOLAR
THIN FILMS, INC.
2008
FORM 10-K/A ANNUAL REPORT
TABLE
OF CONTENTS
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Page
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PART II
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Item 9A(T.)
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Controls
and Procedures.
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4
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PART
III
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Item
15.
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Exhibits,
Financial Statement Schedules.
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Signatures
and Certifications
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10
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PART II
Item 9A(T.)
Controls and
Procedures.
Evaluation
of Disclosure Controls and Procedures
We maintain disclosure controls and
procedures that are designed to ensure that material information required to be
disclosed in our periodic reports filed under the Securities Exchange Act of
1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported
within the time periods specified in the SEC’s rules and forms and to ensure
that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer (principal
financial officer) as appropriate, to allow timely decisions regarding required
disclosure. During the quarter ended December 31, 2008 we carried out an
evaluation, under the supervision and with the participation of our management,
including the principal executive officer and the principal financial officer
(principal financial officer), of the effectiveness of the design and operation
of our disclosure controls and procedures, as defined in Rule 13(a)-15(e)
under the 1934 Act. Based on this evaluation, because of the Company’s limited
resources and limited number of employees, management concluded that our
disclosure controls and procedures were ineffective as of December 31,
2008.
Management’s
Report on Internal Control over Financial Reporting
Our management is responsible for
establishing and maintaining adequate internal control over financial reporting.
The Company’s internal control over financial reporting is designed to provide
reasonable assurances regarding the reliability of financial reporting and the
preparation of the financial statements of the Company in accordance with U.S.
generally accepted accounting principles, or GAAP. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree or compliance with the policies or
procedures may deteriorate.
With the participation of our Chief
Executive Officer and Chief Financial Officer (principal financial officer), our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting as of December 31, 2008 based on the framework in
Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"). Based on our evaluation
and the material weaknesses described below, management concluded that the
Company did not maintain effective internal control over financial reporting as
of December 31, 2008 based on the COSO framework criteria. Management
has identified control deficiencies regarding the lack of segregation of duties
and the need for a stronger internal control environment. Management of the
Company believes that these material weaknesses are due to the small size of the
Company’s accounting staff. The small size of the Company’s
accounting staff may prevent adequate controls in the future, such as
segregation of duties, due to the cost/benefit of such
remediation.
To mitigate the current limited
resources and limited employees, we rely heavily on direct management oversight
of transactions, along with the use of legal and accounting professionals. As we
grow, we expect to increase our number of employees, which will enable us to
implement adequate segregation of duties within the internal control
framework.
These control deficiencies could result
in a misstatement of account balances that would result in a reasonable
possibility that a material misstatement to our consolidated financial
statements may not be prevented or detected on a timely basis. Accordingly, we
have determined that these control deficiencies as described above together
constitute a material weakness.
In light of this material weakness, we
performed additional analyses and procedures in order to conclude that our
consolidated financial statements for the year ended December 31, 2008
included in this Annual Report on Form 10-K were fairly stated in accordance
with US GAAP. Accordingly, management believes that despite our material
weaknesses, our consolidated financial statements for the year ended December
31, 2008 are fairly stated, in all material respects, in accordance with US
GAAP.
This annual report does not include an
attestation report of our registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit us to provide only
management’s report in this Annual Report on Form 10-K.
Limitations
on Effectiveness of Controls and Procedures
Our management, including our Chief
Executive Officer and Chief Financial Officer (principal financial officer),
does not expect that our disclosure controls and procedures or our internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include, but are not limited to, the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.
Changes
in Internal Controls
During the fiscal quarter ended
December 31, 2008, there have been no changes in our internal control over
financial reporting that have materially affected or are reasonably likely to
materially affect our internal controls over financial reporting.
EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Certificate
of Incorporation of the Company (incorporated by reference to the
Registration Statement filed on Form S-1 with the Securities and Exchange
Commission on January 4, 2002).
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3.2
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Bylaws
of the Company (incorporated by reference to the Registration Statement
filed on Form S-1 with the Securities and Exchange Commission on January
4, 2002).
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10.1
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Securities
Purchase Agreement dated June 14, 2006 by and among the Company and the
June 2006 Investors (incorporated by reference to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on June 19,
2006).
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10.2
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Registration
Rights Agreement dated June 14, 2006 by and among the Company and the June
2006 Investors (incorporated by reference to the Current Report on Form
8-K filed with the Securities and Exchange Commission on June 19,
2006).
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10.3
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Form
of Senior Secured Convertible Note dated June 14, 2006 (incorporated by
reference to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 19, 2006).
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10.4
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Form
of Series A Common Stock Purchase Warrant dated June 14, 2006
(incorporated by reference to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 19,
2006).
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10.5
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Form
of Series B Common Stock Purchase Warrant dated June 14, 2006
(incorporated by reference to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 19,
2006).
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10.6
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Form
of Series C Common Stock Purchase Warrant dated June 14, 2006
(incorporated by reference to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 19,
2006).
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10.7
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Form
of Series D Common Stock Purchase Warrant dated June 14, 2006
(incorporated by reference to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 19,
2006).
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10.8
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Security
Agreement dated June 14, 2006 by and between the Company and Smithfield
Fiduciary LLC as Collateral Agent (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 19, 2006).
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10.9
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Guaranty
dated as of June 14, 2006 by and between Kraft Rt. and Smithfield
Fiduciary LLC as Collateral Agent (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 19, 2006).
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10.10
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Pledge
Agreement dated as of June 14, 2006 by and between the Company and
Smithfield Fiduciary LLC as Collateral Agent (incorporated by
reference to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 19, 2006).
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10.11
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Account
Receivables Lien Agreement entered by and between Kraft Rt. and the
Investors dated June 12, 2006 (incorporated by reference to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on
June 19, 2006).
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10.12
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Mortgage
Agreement entered by and between Kraft Rt. and the Investors dated June
12, 2006 (incorporated by reference to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on June 19,
2006).
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10.13
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Security
Agreement entered by and between Kraft Rt. and the Investors dated June
12, 2006 (incorporated by reference to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on June 19,
2006).
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10.14
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Securities
Purchase Agreement dated September 22, 2005 by and among the Company and
Iroquois Master Fund Ltd., Smithfield Fiduciary LLC and Lilac Ventures
Master Fund (incorporated by reference to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on September 30,
2005).
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10.15
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Form
of Senior Secured Convertible Note September 23, 2005 (incorporated by
reference to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 30, 2005).
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10.16
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Security
Agreement dated September 22, 2005 by and among the Company and Iroquois
Master Fund Ltd., Smithfield Fiduciary LLC and Lilac Ventures Master Fund
(incorporated by reference to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on September 30,
2005).
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10.17
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Guaranty
of Payment (incorporated by reference to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on September 30,
2005).
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10.18
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Form
of Amended and Restated Note issued on due March 20, 2007 (incorporated by
reference to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 17, 2006).
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10.19
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Form
of Warrant issued on March 16, 2006 (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 17, 2006).
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10.20
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Securities
Purchase Agreement dated March 16, 2006 (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 17, 2006).
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10.21
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Amendment
No. 1 to the Securities Purchase Agreement dated May 18, 2006
(incorporated by reference to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 17,
2006).
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10.22
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Amendment
No. 1 to the Senior Secured Convertible Note (incorporated by reference to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 17, 2006).
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10.23
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Amendment
No. 1 to the Subscription Agreement for the purchase of shares of common
stock (incorporated by reference to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on July 17,
2006).
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10.24
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Form
of Subscription Agreement - Solar Thin Power Offering (incorporated by
reference to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 28, 2007).
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10.25
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Form
of Series E Warrant (incorporated by reference to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on December 28,
2007).
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10.26
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Securities
Purchase Agreement dated March 16, 2006 by and between the Company, Kraft
Rt., Zoltan Kiss and Dr. Laszlo Farkas (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on July 17, 2006).
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10.27
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Securities
Purchase Agreement dated March 20, 2006 by and between the Company, Kraft
Rt., Nagyezsda Kiss, Joseph Gregory Kiss, Maria Gabriella Kiss and Gyula
Winkler (incorporated by reference to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on July 17,
2006).
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10.28
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Securities
Purchase Agreement dated May 20, 2006 by and between the Company, Kraft
Rt., Joel Spival and Jacqueline Spivak (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 19, 2006).
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10.29
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Secured
Promissory Note made by Kraft Rt. dated September 28, 2005 (incorporated
by reference to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on September 30, 2005).
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10.30
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Security
Interest and Pledge Agreement entered by and between American United
Global, Inc., Kraft Rt. and Zoltan Kiss (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 30, 2005).
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10.31
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Agreement
of Settlement entered on September 27, 2005 by and among American United
Global, Inc., North Sound Legacy International Ltd. and North Sound Legacy
Institutional Fund LLC (incorporated by reference to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on September
30, 2005).
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10.32
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Supplemental
Agreement entered on September 22, 2005 by and among Altitude Group, LLC,
Birch Associates, Inc., and D.C. Capital LLC and American United Group,
Inc. (incorporated by reference to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 30,
2005).
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10.33
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Amendment
No. 1 to the Share Purchase Agreement dated December 29, 2005
(incorporated by reference to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 30,
2005).
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10.34
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Letter
Agreement by and between the Company and Kraft Rt. (incorporated by
reference to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 30, 2005).
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10.35
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Cooperative
R&D Contract Between Renewable Energy Solutions Inc. and Solar Thin
Films Inc. dated December 19, 2006 (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 21, 2006).
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10.36
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Secured
Term Note dated February 11, 2008 (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 17, 2008).
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10.37
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Exclusive
Project Management Design and Marketing Agreement dated February 11, 2008
(incorporated by reference to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 17,
2008).
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10.38
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Security
Agreement dated February 11, 2008 (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 17, 2008).
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10.39
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Stock
Purchase Agreement dated as of August 12, 2008 by and among Solar Thin
Films, Inc., Zoltan Kiss, Gregory Joseph Kiss, Maria Gabriella Kiss and
Steven Gifis, as sellers’ agent (incorporated by reference to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on
August 18, 2008).
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10.40
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Master
Settlement Agreement dated as of August 12, 2008 by and among Solar Thin
Films, Inc., Kraft Elektronikai Zrt, Zoltan Kiss, Amelio Solar, Inc. and
Renewable Energy Solutions, Inc. (incorporated by reference to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on
August 18, 2008).
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10.41
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Strategic
Alliance and Cross License Agreement dated as of August 12, 2008 by and
among Solar Thin Films, Inc., Kraft Elektronikai Zrt and Amelio Solar,
Inc. (incorporated by reference to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 18,
2008).
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10.42
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Stock
Exchange Agreement dated as of September 29, 2008 by and among Solar Thin
Films, Inc., Kraft Electronikai Zrt, BudaSolar Technologies Co. Ltd., New
Palace Investments Ltd., Istvan Krafcsik and Attila Horvath (incorporated
by reference to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on October 3, 2008).
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10.43
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Cooperation
Agreement dated as of September 29, 2008 by and among Solar Thin Films,
Inc., Kraft Electronikai Zrt, BudaSolar Technologies Co. Ltd., Istvan
Krafcsik and Attila Horvath (incorporated by reference to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on
October 3, 2008).
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10.44
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Form
of Shareholders Agreement by and among Kraft and the shareholders of Kraft
listed on the signatures pages thereto (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 3, 2008).
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10.45
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Form
of Employment Agreement between Kraft and Istvan Krafcsik (incorporated by
reference to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 3, 2008).
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10.46
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Form
of Employment Agreement between Kraft and Attila Horvath (incorporated by
reference to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 3, 2008).
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10.47
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Stock
Exchange Agreement dated as of October 30, 2008 by and among Solar Thin
Films, Inc., Algatec Equity Partners, L.P., Rainer Ruschke, Ullrich Jank,
Dr. Stefan Malik, Andre Freud, Anderkonto R. Richter, as Trustee and
Algatec Solar AG (incorporated by reference to the Current Report on Form
8-K filed with the Securities and Exchange Commission on November 6,
2008).
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10.48
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Share
Purchase Agreement dated as of October 30, 2008 by and among Algatec
Equity Partners, L.P., Rainer Ruschke, Ullrich Jank, Dr. Stefan Malik,
Andre Freud, Anderkonto R. Richter, as Trustee, and Algatec Solar AG
(incorporated by reference to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 6,
2008).
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10.49
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Loan
Agreement, dated as of October 30, 2008 by and between Algatec Equity
Partners, L.P. and Algatec Solar AG (incorporated by reference to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 6, 2008).
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10.50
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Agreement
of Limited Partnership of Algatec Equity Partners, L.P. (incorporated by
reference to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 6, 2008).
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10.51
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Amendment
to Master Settlement Agreement by and among Solar Thin Films, Inc., Kraft
Elektronikai Zrt, Zoltan Kiss, Amelio Solar, Inc. and Renewable Energy
Solutions, Inc. and Amendment to Stock Purchase Agreement by and among
Solar Thin Films, Inc., Zoltan Kiss, Gregory Joseph Kiss and Maria
Gabriella Kiss dated as of December 22, 2008 (incorporated by reference to
the Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 24, 2008).
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10.52
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Amended
and Restated Stock Exchange Agreement dated as of April 2, 2009 by and
among Solar Thin Films, Inc., Kraft Electronikai Zrt, BudaSolar
Technologies Co. Ltd., New Palace Investments Ltd., Istvan Krafcsik and
Attila Horvath (incorporated by reference to the Current Report on Form
8-K filed with the Securities and Exchange Commission on April 7,
2009).
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10.53
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Shareholders
Agreement dated as of April 2, 2009 by and among Kraft Electronikai Zrt
and the shareholders of Kraft Electronikai Zrt listed on the signatures
pages thereto (incorporated by reference to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on April 7,
2009).
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10.54
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Employment
Agreement by and between Kraft Electronikai Zrt and Istvan Krafcsik,
effective as of April 15, 2009 (incorporated by reference to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on
April 7, 2009).
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10.55
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Employment
Agreement by and between Kraft Electronikai Zrt and Attila Horvath,
effective as of April 15, 2009 (incorporated by reference to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on
April 7, 2009).
|
|
|
|
|
|
10.56
|
|
Side
Letter Bonus Agreement to the Share Exchange Agreement dated as of April
2, 2009 by and among Solar Thin Films, Inc., Kraft Electronikai Zrt, New
Palace Investments Ltd., Istvan Krafcsik and Attila Horvath (incorporated
by reference to the Current Report on Form 8-K filed with the Securities
and Exchange Commission on April 7, 2009).
|
|
|
|
|
|
10.57
|
|
Inter-Company
Services Agreement dated as of April 2, 2009 by and among Solar Thin
Power, Inc., Kraft Electronikai Zrt and BudaSolar Limited (incorporated by
reference to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 7, 2009).
|
|
|
|
|
|
10.58
|
|
Amendment
to Employment Agreement dated as of April 7, 2009 by and between Solar
Thin Films, Inc. and Peter Lewis (incorporated by reference to the Current
Report on Form 8-K filed with the Securities and Exchange Commission on
April 7, 2009).
|
|
|
|
|
|
14.1
|
|
Code
of Ethics (incorporated by reference to the Annual Report on Form 10-K
filed with the Securities and Exchange Commission on July 16,
2004).
|
|
|
|
|
|
21.1
|
|
List
of Subsidiaries of the Company (incorporated by reference to the
Registration Statement on Form SB-2 filed with the Securities and Exchange
Commission on July 25, 2006).
|
|
|
|
|
|
31.1
|
|
Certification
by Chief Executive Officer pursuant to Sarbanes Oxley Section
302.*
|
|
|
|
|
|
31.2
|
|
Certification
by Chief Financial Officer pursuant to Sarbanes Oxley Section
302.*
|
|
|
|
|
|
32.1
|
|
Certification
by Chief Executive Officer pursuant to 18 U.S.C. Section
1350.*
|
|
|
|
|
|
32.2
|
|
Certification
by Chief Financial Officer pursuant to 18 U.S.C. Section
1350.*
|
* Filed
herewith.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this Form 10-K/A Annual Report to be signed on
its behalf by the undersigned on May 12, 2009, thereunto duly
authorized.
|
|
SOLAR
THIN FILMS, INC.
|
|
|
|
|
|
|
|
|
|
/s/
Robert M. Rubin
|
|
|
|
|
Robert
M. Rubin
|
|
|
|
|
Chief
Executive Officer (Principal Executive Officer) and Chief Financial
Officer (Principal Accounting and Financial Officer)
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Form 10-K
Annual Report has been signed by the following persons in the capacities and on
the dates indicated.
|
Signature
|
|
Position
|
|
Date
|
|
|
|
|
|
|
|
/s/
Robert M. Rubin
|
|
Chief
Executive Officer, Chief Financial Officer and
|
|
May
12, 2009
|
|
Robert
M. Rubin
|
|
Chairman
of the Board of Directors
|
|
|
|
|
|
|
|
|
|
/s/
Boris Goldstein
|
|
Director
|
|
May
12, 2009
|
|
Dr.
Boris Goldstein
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Gary Maitland
|
|
Director
|
|
May
12, 2009
|
|
Gary
Maitland, Esq.
|
|
|
|
|
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