Current Report
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 28, 2012
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2012, the Board of Directors (the “Board”) of Hoku Corporation (the “Company”) appointed Keith Asato, currently Corporate Controller of the Company, to serve in the capacity of the Company’s principal accounting officer, effective as of April 1, 2012. Also on March 28, 2012, the Board appointed Dayi (Sean) Liu, currently Vice President of Finance of the Company to serve in the capacity of the Company’s principal financial officer, effective as of April 1, 2012.
Keith Asato, age 33, has served as Corporate Controller of the Company since August 2010. From October 2006 to August 2010, Mr. Asato was an Assurance Manager with Accuity LLP, an independent registered public accounting firm. From October 2001 to October 2006, Mr. Asato was a senior associate with PricewaterhouseCoopers LLP, an independent registered public accounting firm. Mr. Asato has a B.S. in Accounting and Finance from Georgetown University and is a certified public accountant in the State of Hawaii.
Dayi (Sean) Liu, age 31, has served as Vice President of Finance of the Company since April 2011, and is responsible for managing the subsidiary’s finances. From June 2010 to April 2011, Mr. Liu was an accounting manager at Tianwei New Energy Holdings Co., Ltd.,
a leading enterprise in the power transmission industry and the parent company of the Company
. From August 2003 to June 2010, he was an audit manager at Deloitte Touche Tohmatsu CPA Ltd. Beijing Branch, a public accounting firm. From April 2005 to July 2005, he was an assistant accountant at Deloitte Touche Tohmatsu CPA Ltd. Hong Kong Branch. Mr. Liu has a B.S. in Economics and a B.S. in Physics from Peking University, Beijing, People’s Republic of China.
In connection with Mr. Asato’s service as principal accounting officer and Mr. Liu’s service as the Company’s principal financial officer, the Company has entered into a retention bonus agreement with Mr. Asato and Mr. Liu. Mr. Asato and Mr. Liu will each be eligible to receive a cash bonus payment in the target amount of twenty percent (20%) of his annual rate of base salary (the “Target Bonus”). The Target Bonus will be earned in accordance with the following schedule: (i) forty percent (40%) of the Target Bonus will be earned by Mr. Asato and Mr. Liu for service as the Company’s principal accounting officer and principal financial officer, respectively, through the date the Company’s Form 10-K for fiscal year 2012 is filed with the Securities and Exchange Commission (the “SEC”); and (ii) sixty percent (60%) of the Target Bonus shall be earned by Mr. Asato and Mr. Liu, respectively, in three equal installments of twenty percent (20%) of the Target Bonus each for service as the Company’s principal accounting officer and principal financial officer, respectively, through the date the Company’s Form 10-Q is filed for the first, second and third fiscal quarter of fiscal year 2013.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Retention Bonus Agreement with Keith Asato dated March 28, 2012.
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10.2
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Retention Bonus Agreement with Dayi (Sean) Liu dated March 28, 2012.
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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, thereunto duly authorized.
Dated: March 29, 2012
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Hoku Corporation
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By:
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/s/ Scott Paul
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Scott Paul
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Chief Executive Officer
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Exhibit 10.1
March 28, 2012
Keith Asato
Hoku Corporation
1288 Ala Moana Blvd., Ste. 220
Honolulu, Hawaii 96814
Dear Keith:
I am pleased to inform you that the Compensation Committee of the Hoku Corporation Board of Directors has implemented a special retention bonus program for you. Under the program, you will be eligible to receive a cash bonus payment in the target amount of twenty percent (20%) of your base salary at the rate in effect as of the date hereof (the “Target Bonus”). The Target Bonus shall become payable in accordance with the following schedule:
• Forty percent (40%) of the Target Bonus shall become payable to you provided you serve as Hoku Corporation’s principal accounting officer through the date Hoku Corporation’s Form 10-K for fiscal year is filed with the Securities and Exchange Commission (the “SEC”); and
• Sixty percent (60%) of the Target Bonus shall become payable to you in three equal installments of twenty percent (20%) of the Target Bonus each provided you serve as Hoku Corporation’s principal accounting officer through the date Hoku Corporation’s Form 10-Q is filed for the first, second and third fiscal quarter of fiscal year 2013.
Any portion of the Target Bonus that becomes payable to you based on your continued service as Hoku Corporation’s principal accounting officer will be paid to you within thirty (30) days after the date the Form 10-K or Form 10-Q, as applicable, is filed with the SEC. In no event shall any such bonus be paid later than March 15 of the calendar year following the calendar year for which that bonus is earned. The bonus payment will be subject to all applicable federal, state and local income and employment withholding taxes, and you will only receive the net amount remaining after those taxes have been withheld. This retention bonus program shall not in any way change your status as an at-will employee.
Hoku Corporation · Hoku Solar, Inc. · Hoku Materials, Inc.
1288 Ala Moana Boulevard Suite 220 · Honolulu, Hawai’i 96814 · Tel 808-682-7800 · Fax 808-440-0357 · www.hokucorp.com
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Keith Asato
Hoku Corporation
1288 Ala Moana Blvd., Ste. 220
Honolulu, Hawaii 96814
March 28, 2012
Page 2 of 2
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We are pleased to make this special bonus program available to you as a meaningful incentive to serve as Hoku Corporation’s principal accounting officer. Please indicate your acceptance of the foregoing terms and conditions governing your participation in the retention bonus program by signing and dating this letter and returning it to me by March 31, 2012.
| Very truly yours, | ||
| /s/ Scott Paul | ||
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Scott Paul
Chief Executive Officer
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ACCEPTANCE
I hereby accept and agree to the terms and conditions set forth above that are to govern my participation in the retention bonus program.
| /s/ Keith Asato | ||
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Keith Asato
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Dated: March 28, 2012
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Exhibit 10.2
March 28, 2012
Sean Liu
Hoku Corporation
1288 Ala Moana Blvd., Ste. 220
Honolulu, Hawaii 96814
Dear Sean:
I am pleased to inform you that the Compensation Committee of the Hoku Corporation Board of Directors has implemented a special retention bonus program for you. Under the program, you will be eligible to receive a cash bonus payment in the target amount of twenty percent (20%) of your base salary at the rate in effect as of the date hereof (the “Target Bonus”). The Target Bonus shall become payable in accordance with the following schedule:
• Forty percent (40%) of the Target Bonus shall become payable to you provided you serve as Hoku Corporation’s principal financial officer through the date Hoku Corporation’s Form 10-K for fiscal year is filed with the Securities and Exchange Commission (the “SEC”); and
• Sixty percent (60%) of the Target Bonus shall become payable to you in three equal installments of twenty percent (20%) of the Target Bonus each provided you serve as Hoku Corporation’s principal financial officer through the date Hoku Corporation’s Form 10-Q is filed for the first, second and third fiscal quarter of fiscal year 2013.
Any portion of the Target Bonus that becomes payable to you based on your continued service as Hoku Corporation’s principal financial officer will be paid to you within thirty (30) days after the date the Form 10-K or Form 10-Q, as applicable, is filed with the SEC. In no event shall any such bonus be paid later than March 15 of the calendar year following the calendar year for which that bonus is earned. The bonus payment will be subject to all applicable federal, state and local income and employment withholding taxes, and you will only receive the net amount remaining after those taxes have been withheld. This retention bonus program shall not in any way change your status as an at-will employee.
Hoku Corporation · Hoku Solar, Inc. · Hoku Materials, Inc.
1288 Ala Moana Boulevard Suite 220 · Honolulu, Hawai’i 96814 · Tel 808-682-7800 · Fax 808-440-0357 · www.hokucorp.com
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Sean Liu
Hoku Corporation
1288 Ala Moana Blvd., Ste. 220
Honolulu, Hawaii 96814
March 28, 2012
Page 2 of 2
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We are pleased to make this special bonus program available to you as a meaningful incentive to serve as Hoku Corporation’s principal financial officer. Please indicate your acceptance of the foregoing terms and conditions governing your participation in the retention bonus program by signing and dating this letter and returning it to me by March 31, 2012.
| Very truly yours, | ||
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/s/ Scott Paul | |
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Scott Paul
Chief Executive Officer
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ACCEPTANCE
I hereby accept and agree to the terms and conditions set forth above that are to govern my participation in the retention bonus program.
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/s/ Sean Liu | |
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Sean Liu
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| Dated: March 28, 2012 |