Solar Power, Inc

SECURITIES & EXCHANGE COMMISSION EDGAR FILING

Solar Power, Inc.

Form: 8-K

Date Filed: 2014-08-04

Corporate Issuer CIK: 1210618 Symbol: SOPW SIC Code: 3674 Fiscal Year End: 12/31

© Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use. 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): July 17, 2014

SOLAR POWER, INC. (Exact name of registrant as specified in its charter)

California 000-50142 20- 4956638 (State or other jurisdiction of incorporation (Commission File Number) (I.R.S. Employer Identification No.) or organization)

3400 Douglas Boulevard, Suite 285 Roseville, California 95661-3875 (Address and telephone number of principal executive offices) (Zip Code)

(916) 770-8100 (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))

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on June 25, 2014, Solar Power, Inc.’s (the “Company’s) wholly-owned subsidiary, Xinyu Xinwei New Energy Co., Ltd. (“Xinwei”), signed an agreement with the People’s Government of Fenyi County, Jiangxi Province, People’s Republic of China to build and develop a 50MW photovoltaic (PV) project in Yangqiao, Fenyi County.

Subsequently, the 50MW photovoltaic (PV) project in Yangqiao, Fenyi County project was sold to Xinyu Zhongzhi Guoxiang New Energy Electric Power Investment Development Co., Ltd., and Xinwei will continue to build and develop the project toward completion as planned. On July 17, 2014, Xinyu Zhongzhi Guoxiang New Energy Electric Power Investment Development Co., Ltd., and Xinwei entered into an EPC General Contract for the 50MWp large above-ground power station project in Yangqiao of Fenyi County of Xinyu of Jiangxi. Under the general terms of the 50MW EPC General Contract, Xinwei will provide EPC work for the total contract price of four hundred million yuan (400,000,000 yuan). Payment under the contract is subject to certain milestones and the project is supposed to be completed on or around December 15, 2014.

In addition, only July 17, 2014, Xinyu Zhongzhi Guoxiang New Energy Electric Power Investment Development Co., Ltd. and Xinyu entered into an EPC contract for the 21MWp Distributed Power Station Project of LDK Factory in Distributed PV Power Generation Demonstration Park of Xinyu of Jiangxi. Under the general terms of the 21MW EPC General Contract, Xinwei will provide EPC work for the total contract price of one hundred and sixty-eight million yuan (168,000,000yuan). Payment under the contract is subject to certain milestones and the project is supposed to be completed by on or around September 30, 2014

The foregoing summaries of the terms and conditions of the agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements attached hereto as Exhibits 10.48 and 49 and which are hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo. Exhibit Description

10.48 EPC General Contract for the 50MWp large above-ground power station project in Yangqiao of Fenyi

County of Xinyu of Jiangxi

10.49 21MWp Distributed Power Station Project of LDK Factory in Distributed PV Power Generation

Demonstration Park of Xinyu of Jiangxi

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.

SOLAR POWER, INC. a California Corporation

Dated: July 29, 2014 /s/ Roger Yu Roger Yu Chief Financial Officer

Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao of Fenyi County

Party A: People’s Government of Fenyi County Party B: Xinyu Xinwei New Energy Co., Ltd.

Party A welcomes and supports Party B to invest and develop new energy project in Fenyi County, and Party B is willing to invest and build 50MWp photovoltaic grid-connected power generation project in Fenyi County; both parties, in the principle of equality, mutual benefits, win-win cooperation and solid progress, reach the following cooperation agreement as for relevant matters of the project:

I. Party A supports and guarantees the project construction and development of Party B, and will provide the most preferential policies and all-round service in the aspects of preliminary work, construction and grid-connected of the project, and actively coordinate relevant departments and units to help Party B accelerate project construction progress. Party B will give full play to the advantages in funds, talents, technologies, and etc. to accelerate the preliminary work progress of the project, ensure the early commencement of the project and produce benefits upon early completion.

II. As required by Party B building PV grid-connected power station project, Party A accepts the Cooperation Agreement of 50MWp Photovoltaic Grid-connected Power Generation Project in Yangqiao Town of Fenyi County signed by Party B and Yangqiao Town of Fenyi County, and actively coordinates Yangqiao Town to perform relevant responsibilities.

III. In the principle of win-win cooperation, based on 50MWp photovoltaic grid-connected power generation project in Yangqiao Town, Party B will vigorously promote the application of PV products, improve local energy-saving and emission reduction benefits, increase local fiscal levy, enhance villagers’ income and increase villagers’ employment.

IV. Party B promises that land nature will not be changed for building large-scale PV grid-connected power generation project in the plot; comprehensive development will be carried out according to relevant national stipulations, such commercial crops will be interplanted as agriculture and forestry as well as medicinal materials; local employees will enjoy the priority to be employed; local building materials will be adopted and relevant expenses will be paid on schedule.

V. Party B will register a foreign-funded company in Fenyi County before implementing the project; Party A will offer all the preferential policies to the company as per local investment promotion policies for foreign investment introduction.

Party A: People’s Government of Fenyi County (seal) Rao Cheng (signature) June 25, 2014

Party B: Xinyu Xinwei New Energy Co., Ltd. (seal) Xiahou Min (signature) June 25, 2014

(English Translation)

Contract No.

21MWp Distributed Power Station Project of LDK Factory in Distributed PV Power Generation Demonstration Park of Xinyu of Jiangxi

EPC General Contract

Owner: Xinyu Zhongzhi Guoxiang New Energy Electric Power Investment Development Co., Ltd.

General Contractor: Xinyu Xinwei New Energy Co., Ltd.

Place of Contract Signing: Xinyu, Jiangxi

Date of Contract Signing: July 17, 2014

This contract is signed between Xinyu Zhongzhi Guoxiang New Energy Electric Power Investment Development Co., Ltd. (hereinafter referred to as “Owner”) and Xinyu Xinwei New Energy Co., Ltd. (hereinafter referred to “General Contractor”) on July 17, 2014 in Xinyu, Jiangxi.

Whereas Owner plans to build 21MWp photovoltaic grid-connected power generation project, in accordance withC ontract Law of the People’s Republic of China, Building Law of the People’s Republic of China and other relevant laws and administrative regulations, in the principles of equality, voluntariness, fairness and integrity, both parties enter into the contract upon negotiation in terms of the building engineering construction project (also called “the project” below).

1. The contract includes the following documents:

(1) Contract agreement;

(2) Special contract terms;

(3) General contract terms;

(4) Technical standard and requirement;

(5) Drawing (if any);

(6) Bill of quantities;

(7) Other contract documents.

2. The above documents shall supplement and explain for each other. In case of any ambiguity or inconsistence, it shall be subject to that listed in front. For those with the same order, it shall be subject to that with the latest time. In case of contradiction between initial review comments, acceptance inspection opinions of functional departments of project location and the technical agreement, the former shall prevail. In the same text, in case of inconsistence of standards, the higher one shall prevail.

3. Contract Price: Total contract price is RMB (in words) one hundred and sixty-eight million yuan only (168,000,000yuan) (tax- inclusive price) (See Annex to the contract for bill of quantities). In which:

(1) Architectural engineering cost:

RMB (in words) ten million nine hundred and ninety-two thousand four hundred and four yuan only (10,992,404yuan);

(2) Installation engineering cost:

RMB (in words) nine million five hundred and forty-six thousand and nine yuan only (9,546,009yuan);

(3) Equipment and main materials cost:

RMB (in words) one hundred and thirty-three million seven hundred and eight thousand eight hundred and seventy-six yuan only (133,708,876yuan);

(4) Other costs (including designing, commissioning, service, and etc.):

RMB (in words) thirteen million seven hundred and fifty-two thousand seven hundred and eleven yuan only (13,752,711yuan).

The contract price covers all the work contents within the general contracting scope agreed in the contract. Except for the payment needing increasing or reducing in the process of project implementation as agreed in the contract, no adjustment will be made on the contract price.

3.1 The contracted form of the contract is fixed price contract. It is agreed in the contract that the contract price shall be correspondingly reduced in case of reduction of work contents within the contract scope.

3.2 The contract price has included all the obligations undertaken by General Contractor stipulated in the contract (including the obligation for providing goods, materials, equipment, service, and etc.) as well as all the jobs, conditions and costs required for implementing and completing the contract project as well as its defect repairs.

3.3 The contract price includes but is not limited to preparation for implementing the project construction, field entry and exit, field leveling before exit, construction of temporary facilities and all the measures costs, fees, difference in price incurred by price inflation, taxes, risks, insurance, levies of governmental departments and all the other costs which shall be borne by General Contractor.

4. Contract form: fixed price contract (tax-inclusive).

5. Date of project commencement: July 25, 2014;

Date of project completion: September 30, 2014;

6. Project Manager of General Contractor: Wu Zhimin

Deputy Project Manager: Jiang Sheng

7. Project quality shall be in conformity with the standard oft he contract and national or industrial quality inspection assessment (whichever is higher).

8. General Contractor promises to undertake project construction, completion delivery and defect repairs as agreed in the contract.

9. Owner promises to pay the contract price to General Contractor under the conditions, time and form as agreed in the contract.

10. The contract takes effect after both parties’ legal representatives or the entrusted agents sign and affix the official seal of the unit on the same, and becomes invalid after both parties complete respective contract obligations.

11. The contract is made in six originals, both parties holding three copies respectively, having the same legal effect.

12. Both parties shall sign supplementary agreement for matters not mentioned herein, which shall be an integral part of the contract.

(Signature Page)

Owner: Xinyu Zhongzhi Guoxiang New Energy Electric General Contractor: Xinyu Xinwei New Energy Co., Ltd. Power Investment Development Co., Ltd. (Official Seal) (Official Seal)

Legal Representative or Legal Representative or Entrusted Agent: Entrusted Agent: (signature) (signature)

Address: Building 5, Pengxia Village, Futang Management Address: 2/F, Natatorium of Xinyu Sports Center Office, Chengbei Office, Yushui District, Xinyu, Jiangxi Post Code: 338000 Post Code: 338000 Opening Bank: Jiyang Banking Office of Xinyu of China Opening Bank: Business Department of Xinyu Branch of Construction Bank Co., Ltd. Industrial and Commercial Bank of China Account No. ______Account No. ______Contact Person: ______Contact Person: ______Tel: 07906736505 Tel: 07906861173 Fax: 07906736505 Fax: 07906861775 E-mail: Place of Signing: Xinyu, Jiangxi Place of Signing: Xinyu, Jiangxi

17. Contract Price and Payment

17.2 Advance Payment

17.2.1 Advance Payment Amount and Payment of Advance Payment: Advance payment accounts for 10% of the total contract price, deemed as project payment having been paid. 17.2.2 Deduction and Pay-off of Advance Payment: non-deductable. It shall be deemed as project payment having been paid.

17.3 Project Progress Payment

17.3.1 Agreement on Payment 1) Mode of Payment: telegraphic transfer or acceptance bill. 2) Having no performance guarantee. 17.3.2 Mode, Terms and Time of Payment of Project Progress Payment: 1) After signing the contract, Owner shall pay 10% of the total contract price within 7 days as advance payment, i.e. RMB (in words) sixteen million eight hundred thousand yuan only (16,800,000yuan); 2) After the entry of major equipments which indicate component, support and inverter, upon qualified acceptance inspection by supervisor and Owner, Owner shall pay 30% of the total contract price within 15 days after receiving corresponding value added tax invoice (including amount of advance payment), i.e. RMB (in words) fifty million four hundred thousand yuan only (50,400,000yuan); 3) After finishing the installation of major equipments, upon qualified acceptance inspection by supervisor and Owner, Owner shall pay 30% of the total contract price within 15 days after receiving corresponding value added tax and construction and installation project invoice, i.e. RMB (in words) fifty million four hundred thousand yuan only (50,400,000yuan); 4) Upon total grid connection of the project and qualified operation of 240 hours, after finishing project completion settlement, General Contractor provides construction and installation invoice and value added tax of 100% of total settlement amount, and 90% of total settlement amount will be paid after verified by Owner; 5) 10% of the total contract settlement amount of the project shall be served as quality guarantee deposit; the balance will be paid off without interest within 30 days after the expiry of quality guarantee period (one year since the date of qualified acceptance inspection upon the completion of the project). Construction and installation project invoice shall be issued for construction and installation projects, and value added tax invoice shall be issued for equipments and other parts.

Owner accepts or pays no expenses for the quantities caused by General Contractor arbitrarily exceeding the scope of design drawing and reworking for the reason of General Contractor. 14.2.3 Progress Payment Application Form General Contractor shall, before the payment of every progress payment, submit progress payment application form attached with supporting documents to supervisor and Owner according to the format approved by the supervisor and separately agreed copies, for the confirmation of the supervisor and Owner. 14.2.4 Progress Payment Certificate and Payment Time Owner shall, within 15 days at the latest after confirming the progress payment application form, pay the payable progress payment to General Contractor. In case of late payment by Owner, liquidated damages of 0.03% of payable amount per day will be charged. In case of late payment of over 15 days, General Contractor has the right to ask for corresponding extension of construction period.

17.4 Quality Guarantee Deposit

17.4.1 The quality guarantee deposit for the project is 10% of the total contract settlement amount.

17.5 Completion Settlement

17.5.1 Completion Payment Application Form (1) After the issuance of Project Taking-over Certificate, General Contractor shall submit completion payment application form to the supervisor and Owner as per the copies and time limit agreed in special contract terms, as well as provide relevant supporting evidence. Unless otherwise agreed in the special contract terms, completion payment application form shall include the following contents: total completion settlement contract price, project price having been paid to General Contractor by Owner, quality guarantee deposit that should be detained, completion payment amount payable.

17.6 Final Pay-off

14.5.1 Final Pay-off Application Form (1) After the issuance of Certificate of Termination of Defects Liability Period, General Contractor can submit final pay-off application form to Owner as per the copies and time limit agreed in special contract terms, as well as provide relevant supporting evidence.