sunedisoninc_8k_20160316

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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): March 15, 2016  SunEdison, Inc. (Exact Name of Registrant as Specified in its Ch arter) Delaware (State or other jurisdiction of Incorporation) 1-13828 (Commission File Number) 56-1505767 (I.R.S. Employer Identification Number ) 13736 Riverport Dr. Maryland Heights, Missouri 63043  (Addres s of principal ex ecutive o ffices ) (Zip Code)  (314) 770-7300 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the app ropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing o bligation of the registrant under any of the following  provisi on (see General Instru ctio n A.2 below): o Written communications pursuant to Rule 425 un der the Secur ities 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 communication s pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communication s pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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8/18/2019 SunEdisonInc_8K_20160316

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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): March 15, 2016

 

SunEdison, Inc.(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or other jurisdiction of 

Incorporation)

1-13828

(Commission File Number)

56-1505767

(I.R.S. Employer 

Identification Number)

13736 Riverport Dr.

Maryland Heights, Missouri 63043

 (Address of principal executive o ffices) (Zip Code)  

(314) 770-7300

(Registrant's telephone number, including area code)

Not Applicable

(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

 provision (see General Instruction A.2 below):

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))

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Item 7.01 Regulation FD Disclosure.

On March 16, 2016, the Company issued a press release announcing that it will not be able to file its Annual Report on Form 10-K for its fiscal year 

ended December 31, 2015 within the 15-day extension period permitted under the rules of the Securities and Exchange Commission. A copy of the press

release is furnished as Exhibit 99.1 to thi s Report.

In accordance with General Instruction B.2 o f Form 8-K, the press release is deemed to be “furnished” and shall not be deemed “filed” for the

 purpose o f Section 18 of the Securities Exchange Act of 1934 , as amended, or otherwise subject to the liabilit ies of that section, nor shall such in formation

and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as

amended

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit  Description

99.1 Press release dated March 16, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused thi s report to be signed on its behalf by the

undersigned thereunto duly authorized.

  SUNEDISON, INC.

Date: March 16, 2016 By: /s/ Martin H. Truong

 

Martin H. Truong

Senior Vice President, General Counsel

and Corporate Secretary

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EXHIBIT INDEX

99.1 Press Release, dated March 16, 2016.

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SunEdison Provides Update on Form 10-K Filing

Maryland Heights, Mo., Mar. 16, 2016  - /PRNewswire/ -- SunEdison, Inc. (NYSE: SUNE), the largest global renewable energy development company,

announced today that it i s delaying the filing of its Annual Report on Form 10-K for the year ended December 31, 2015 beyond the extended due date of 

March 15, 2016.

The scope of work required to finalize the Company’s financial statements included in the 2015 Annual Report on Form 10-K has expanded due to the

identification by management of material weaknesses in its internal controls over financial reporting, primarily resulting from deficient information

technology controls in connection with newly implemented systems. Because of these material weaknesses, additional procedures are necessary for 

management to complete the Company’s annual financial statements and related disclosures, and for the Company’s independent registered accounting firm,

KPMG LLP, to finalize its aud its of the Company’s annual financial statements and the effectiveness of internal controls over financial reporting as of 

December 31, 2015. In addition, the investigation by the Audit Committee, previously disclosed by the Company on Form 12b-25 filed with the Securities

and Exchange Commission on February 29, 2016, concerning the accuracy of the Company’s anticipated financial position previously disclosed to the

Company’s board of directors, has not yet been finalized.

To date, the additional procedures performed as a result of the material weaknesses identified and the investigation by the Audit Committee have not resulted

in the identification o f any material misstatements or restatements of the Company’s audited or unaudited consolidated financial statements or disclosures for

any period previously reported by the Company.

About SunEdison

SunEdison is the largest global renewable energy development company and is transforming the way energy is generated, distributed, and owned around theworld. The company develops, finances, installs, owns and operates renewable power plants, delivering predictably priced electricity to its residential

commercial, government and uti lity customers. SunEdison is one of the world’s largest renewable energy asset managers and provides customers with asset

management, operations and maintenance, monitoring and reporting services. Corporate headquarters are in the United States with additional offices and

technology manufacturing around the world. SunEdison's common stock is listed on the New York Stock Exchange under the symbol "SUNE." To learn more

visit www.SunEdison.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities

Exchange Act of 1934. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks, and uncertainties and

typically include words or variations of words such as "anticipate," "believe," "intend," "plan," "predict," "outlook," "objective," "forecast," "target,"

"continue," "will," or "may" or other comparable t erms and phrases. All statements that address operating performance, events, or developments

that SunEdison expects o r anticipates will occur in the future are forward-looking statements. Forward-looking statements are subject to risks and

uncertainties that could cause actua l results to differ materially from those suggested by the forward-looking statements. Factors that might cause such

differences include, but are not limited to , a variety of economic, competitive, and regulatory factors, many of which are beyond SunEdison's control and are

described in SunEdison's Form 10-K for the fiscal year ended December 31, 2014, as well as additional factors it has described in other filings with

the Securities and Exchange Commission. Forward-looking statements provide SunEdison's current expectations or predictions of future conditions, events,or results and speak only as of the date they are made, but SunEdison can give no assurance that these expectations and assumptions will prove to have been

correct and actual results may vary materially. SunEdison disclaims any obligation to publicly update or revise any forward-looking statement, except as

required by law.

Press: Ben Harborne, bharborne@suned ison.com, +1 (650) 474-1631; Investors/Analysts: R. Phelps Morris, [email protected], +1 (314) 770-7325