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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 30, 2009
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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.
As previously announced in a Form 8-K filed on September 9, 2009 (the
"September 9 Form 8-K"), on September 4, 2009, Spire Corporation (the
"Company"), Spire Biomedical, Inc., a wholly owned subsidiary of the Company
("Seller," and together with the Company, "Spire"), and Bard Access Systems,
Inc. ("Bard"), entered into an Asset Purchase Agreement (the "Purchase
Agreement") pursuant to which Bard has agreed to (i) acquire substantially all
of the assets of Spire's hemodialysis catheter business and (ii) assume and pay
post-closing liabilities related to the purchased assets as set forth in the
Purchase Agreement (collectively, the "Transaction").
As disclosed in the September 9 Form 8-K, under the original terms of the
Purchase Agreement, such agreement could have been terminated by either Spire or
Bard if the closing had not occurred by September 30, 2009. On September 25,
2009, Spire and Bard entered into a letter agreement extending such outside
closing date from September 30, 2009 to October 31, 2009. On October 30, 2009,
Spire and Bard entered into a letter agreement extending such outside closing
date from October 31, 2009 to November 30, 2009. On November 30, 2009, Spire and
Bard entered into a letter agreement extending such outside closing date from
November 30, 2009 to December 11, 2009.
A more complete description of the terms of the Purchase Agreement and the
Transaction may be found in the September 9 Form 8-K, which is incorporated
herein by reference.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K may contain forward-looking statements within
the meaning of the federal securities laws. These statements reflect the
Company's current views with respect to future events and are based on its
management's current assumptions and information currently available. Actual
results may differ materially due to numerous factors including, without
limitation, the ability of the Spire and Bard to satisfy the conditions to the
proposed transaction; risks associated with market and economic conditions; the
risks and uncertainties described in the Company's annual report on Form 10-K
for the year ended December 31, 2008; and other factors identified from time to
time in the Company's periodic filings with the Securities and Exchange
Commission. The Company undertakes no obligation to update any forward-looking
statements contained herein.
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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: December 4, 2009 By: /s/ Christian Dufresne
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Christian Dufresne
Chief Financial Officer and Treasurer
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