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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): August 29, 2006
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SPIRE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-12742 04-2457335
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Patriots Park, Bedford, Massachusetts 01730-2396
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(Address of Principal Executive Offices) (Zip Code)
(781) 275-6000
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(Registrant's telephone number, including area code)
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Spire Corporation's (the "Company") wholly owned subsidiary, Bandwidth
Semiconductor, LLC (Bandwidth), entered into a five-year manufacturing agreement
in which it will be the exclusive supplier to Principia Lightworks, Inc.
(Principia), of semiconductor wafers, enabling Principia, a Woodland Hills,
California firm, to begin high volume production of its patented device, an
electron beam pumped vertical cavity surface emitting laser (eVCSEL) as a light
source for projection display applications, including rear-projection consumer
television (RPTV).
Under the terms of this agreement, Bandwidth will be producing III/V and II/VI
wafers for Principia with full production expected to start in mid 2007. During
the first three years of the agreement, Bandwidth anticipates revenues will be
in excess of $16 million, which includes revenue from the production of wafers
and recognition of certain nonrecurring engineering and facility access
payments.
Bandwidth will begin the scale-up of its existing metal organic chemical vapor
deposition (MOCVD) and related processing facilities to satisfy Principia's
requirements. Principia has made an up-front payment for nonrecurring
engineering and facility access costs and, in addition will make monthly
facility availability payments throughout the term of the agreement. Although
the Company will be committing capital resources to complete the scale-up, it
anticipates the up-front payment plus the monthly payments will be sufficient to
meet its capital requirements under the agreement, and providing the parties
meet their respective obligations over the term of the Agreement, no net outlay
of capital will be needed.
Additional information is set forth in Exhibit 99.1 to this Current Report on
Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 News Release of the Company dated September 5, 2006
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SIGNATURE
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.
SPIRE CORPORATION
Date: September 5, 2006 By: /s/ Christian Dufresne
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Christian Dufresne
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 News Release of the Company dated September 5, 2006
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