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 27, 2007
XsunX, Inc.
(Exact name of registrant as specified in its charter)
Colorado 000-29621 84-1384159
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
65 Enterprise, Aliso Viejo, California 92656
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (949) 330-8060
Copies to:
Michael A. Littman, Esq.
7609 Ralston Road
Arvada, CO 80002
Phone: (303) 422-8127
Fax: (303) 431-1567
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):
|_| 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))
Item 1.01 Entry into a Material Definitive Agreement.
Effective March 23, 2007 XsunX, Inc. entered into a binding letter
of intent with a manufacturer of photovoltaic products for the purchase of net
assets of the manufacturer to be completed on or before April 30, 2007. The
purpose of the letter of intent, and interest in the acquisition by XsunX, was
driven by what XsunX anticipates is the opportunity to expand its current
operations to include technologies and manufacturing capabilities for silicon
wafer, conversion of wafers to solar cells, complete solar module manufacturing,
and module mounting components. The operating assets are comprised of
approximately twenty plus (20+) megawatts of annual polysilicon wafer
manufacturing capabilities, and approximately fifteen (15) megawatts of solar
cell and module manufacturing capabilities. While the wafer and cell conversion
systems provide separate and distinct additions to the Company's product
offering XsunX believes that the facilities back end module manufacture and
assembly systems and reliability testing equipment provide an expansion
opportunity for use by XsunX in the commercialization of its thin film
technologies.
Under the terms of the LOI XsunX intends to purchase certain assets from the
seller for the amount of five million dollars ($5,000,000) USD in a cash
transaction. Intended assets to be acquired may include, but are not necessarily
limited to, machinery, research and manufacturing equipment, furniture,
fixtures, raw material and work in process inventory, designs, computer and
software systems, pre-paid accounts, goodwill, leasehold interests, business
opportunities and supply contracts and contract rights with regard thereto,
including a current silicon supply agreement as it pertains only to the supply
therein of poly-granular silicon. Notwithstanding the foregoing, XsunX may
decline to purchase certain distinguishable items among the assets/liabilities
which items may be identified prior to the close of the proposed purchase,
provided, however, that the same shall not affect the purchase price.
As part of, and concurrently with the proposed transaction, XsunX will receive a
perpetual, limited, royalty free, non-exclusive license without the right to
sublicense under the intellectual property rights and know-how for the continued
use and commercial exploitation by XsunX of all assets purchased, including but
not limited to the fabrication of wafer production, cell manufacturer, module
assembly, module mounting systems, and general proprietary operations know how
up to one hundred and twenty five megawatts(125MW) of annual production under
any configuration or design specification.
XsunX is in the process of arranging financing for this transaction. XsunX and
seller have agreed to negotiate in good faith a definitive asset purchase
agreement to allow a closing of the transaction to occur on or before April 30,
2007. Should XsunX fail to use its reasonable business efforts to cooperate and
work in a good faith reasonable effort to achieve a closing by April 30, 2007,
other than for material cause on the part of seller, then the Company will be
required to pay the seller a termination fee of one hundred thousand dollars
($100,000).
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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10.1 Binding Letter of Intent
SIGNATURES
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 thereunto duly authorized.
Date: March 27, 2007
XSUNX, INC.
By: /s/ Tom Djokovich
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Tom Djokovich, CEO/President