Power Film Solar

Investor Information

Welcome to the Investor area of the PowerFilm web site.

This area of the site contains all information which is required to be disclosed in accordance with Rule 26 of the AIM Rules (February 2007).

Link to PowerFilm on London AIM

Business Description

PowerFilm, Inc., "the Company," is a developer and manufacturer of thin, flexible solar panels based on a proprietary low cost production process. PowerFilm is based in Ames, Iowa, in the United States.

PowerFilm was founded in 1988 by Dr Frank Jeffrey and Dr. Derrick Grimmer, both former 3M research physicists, with a combined 67 years of experience in semiconductor and solar energy research and development. Since 1988, the Company has focused on developing thin film solar panel technology and an industrial scale manufacturing process to produce low cost solar panels on a high volume basis. Elements of the Company's low cost technology and manufacturing process includes the use of: a durable, flexible plastic substrate; roll-to-roll manufacturing to minimize handling costs; amorphous silicon to avoid dependence on the silicon wafer market cycle; and printed interconnects to automate the cell connection process.

Board of Directors

  • Dr. Frank Jeffrey, Co-Founder and Chief Executive Officer
    • Has worked in the semiconductor and solar energy field since 1972
    • Before founding PowerFilm, was a Senior Physicist at 3M (1982 - 1988) and prior to that a Research Physicist and Program Manager at the US Department of Energy's National Renewable Energy Laboratory and a Process Engineer at Texas Instruments Inc
    • PhD in Physics from Iowa State University
  • Dr. Derrick Grimmer, Co-Founder and Non-Executive Director
    • Has worked in the semiconductor and solar energy field since 1975 and has retired from PowerFilm as a Principal Scientist
    • Before founding PowerFilm, was a Research Specialist at 3M, a Research Engineer at New Mexico Solar Energy Institute and Staff Member at Los Alamos National Laboratory, Solar Energy Group
    • PhD in Physics from Washington University in St. Louis
  • David Lindop, Non-Executive Director
    • Currently Finance Director of Waterbridge Group, a UK-based property investment company with assets in excess of £100m
    • Has served senior financial roles including Finance Director in a number of companies including Speciality Shops plc (1987 - 1997) and Regalian Properties plc (1998 - 2001), both LSE listed companies
    • Has acted as a Non-Executive Director of AIM listed medical devices company Tissue Science Laboratories plc since 2001
    • BA (Hons) in Economics and Politics from the University of Sheffield
  • Rick Brimeyer, Non-Executive Chairman
    • Rick Brimeyer has extensive experience in process improvement of manufacturing operations.
    • Mr. Brimeyer is the President of Brimeyer LLC, an independent management consulting firm located in Ames, Iowa, which guides organizations to higher performance by focusing on process improvement.
    • Prior to founding his own company, Mr. Brimeyer enjoyed a 25-year career at Sauer-Danfoss, a worldwide leader in the design, manufacture and sale of engineered hydraulic and electronic systems and components, used primarily in mobile equipment.
    • His career includes more than 22 years in leadership positions in engineering, operations and continuous improvement.
    • While at Sauer-Danfoss, he served as the Six Sigma Master Black Belt for the company's North American plants and was the lead Lean practitioner for the North American Propel division.
    • Mr. Brimeyer is the author of 5S Leader's Field Guide: Practical Advice for Establishing a Healthy 5S Culture Within Your Organization.

Audit Committee

The Audit Committee has a primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company's auditors relating to the Company's accounting and internal controls. The Audit Committee consists of Merlin Hanson and David Lindop.

Remuneration Committee

The Remuneration Committee determines the terms and conditions of service, including the remuneration and grant of options to Directors and senior management under the 2006 Stock Option Plan and determination of suitable performance criteria for such options. The Remuneration Committee consists of Merlin Hanson and David Lindop.

Corporate Governance

PowerFilm intends, where practicable, to comply with the main provisions of the UK Corporate Governance Code published by the Financial Reporting Council (the “Code”) and the Corporate Governance Guidelines for Smaller Quoted Companies published by the Quoted Companies Alliance . The Directors intend to follow the Corporate Governance Guidelines for Smaller Quoted Companies and take account of the requirements of the Code to the extent that they consider it appropriate, having regard to the Company's size, stage of development and resources and the fact that it is incorporated in the U.S.A. rather than in the United Kingdom.
Since the Company is not currently subject to the rules and regulations of one of the national securities exchanges or national securities associations such as the New York Stock Exchange, the American Stock Exchange or NASDAQ, the Company is not required to comply with the corporate governance requirements imposed by these organizations pursuant to regulations issued by the U.S. Securities and Exchange Commission under the Sarbanes-Oxley Act of 2002.

Country of Incorporation and Main Country of Operation

PowerFilm, Inc. is incorporated in the state of Delaware in the United States. The company's main country of operations is the United States, although it has global commercial activity.

Because the Company is not incorporated in the U.K., the rights of shareholders may be different from the rights of shareholders in a U.K. incorporated company.

Stock Exchange

PowerFilm, Inc.'s shares are traded on the AIM market of the London Stock Exchange plc.

AIM Securities

Total Issued Shares (Common Stock): 38,176,665 shares

Percentage of AIM securities not in public hands: 59.5%

Identity and Percentage of Significant Shareholders:

Frank Jeffrey 30.3%
Derrick Grimmer 29.2%
Bank of Luxembourg 7.8%
Collins Stewart 4.7%
Steve Martens 4.0%

Advisers

AIM Nominated Adviser and Broker

Oriel Securities Limited
150 Cheapside
London
EC2V6ET
U.K.

Oriel is a member of the Oriel group of companies and is authorized and regulated by the Financial Services Authority and is a member of the London Stock Exchange. Oriel is registered in England no. 04373759. Registered Office: Oriel Securities Limited, 150 Cheapside, London, EC2V6ET, U.K.

Independent Auditor

RSM McGladrey, Inc.

400 Locust Street, Ste. 640
Des Moines, IA 50309-2372
U.S.A.

PowerFilm Listed on AIM market of the London Stock Exchange

In May of 2006 PowerFilm, Inc. listed its common shares for trading on the Alternative Investment Market ("AIM") of the London Stock Exchange in connection with a public offering of the shares to institutional investors in the United Kingdom and elsewhere in Europe. The offering was consummated pursuant to Regulation S as promulgated by the Securities and Exchange Commission under the Securities Act of 1933. Regulation S provides an exemption from the registration requirements of the Securities Act for shares that are offered and sold in "offshore transactions" to persons who are not "US Persons," which can be broadly defined to be persons who are not residents of the United States or acting on behalf of residents of the United States.

Shares that are offered and sold in "offshore transactions" pursuant to Regulation S continue to be "restricted securities" under the Securities Act and may not be resold to the "US Persons" until they have been registered under the Securities Act or an exemption from registration is available. For this reason, the shares of PowerFilm, Inc. currently may be traded only in offshore transactions among investors who are not "US Persons," as that phrase is defined in Regulation S.

The shares of PowerFilm, Inc. may become available for purchase by US Persons in the future if PowerFilm, Inc. elects to register its shares under the Securities Act or if its future growth and expanding shareholder base requires it to register in the United States under the Securities Exchange Act of 1934. However, PowerFilm, Inc. has no current plans to register its shares in the United States.

UNITED STATES INVESTORS:
Please be advised that shares of PowerFilm, Inc. are not currently available for purchase by investors in the United States.

The foregoing information is not intended to be legal advice and interested individuals should contact their own legal advisors.

Legislation in the United Kingdom governing the preparation and dissemination of financial information differs from legislation in other jurisdictions.

Last Update: June 20, 2013

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