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S-3ASR
SUNEDISON, INC. filed this Form S-3ASR on 09/09/2013
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Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is a statement of the estimated expenses, to be paid solely by SunEdison, in connection with the issuance and distribution of the securities being registered hereby:

 

Securities and Exchange Commission registration fee

   $ *   

FINRA filing fee

     N/A   

Printing expense

     (1

Accounting fees and expense

     (1

Legal fees and expense

     (1

Trustee’s fees and expenses

     (1

Miscellaneous expenses

     (1
  

 

 

 

Total

   $ (1
  

 

 

 

 

* Deferred in reliance on Rule 456(b) and Rule 457(r).
(1) The estimated amounts of fees and expenses to be incurred in connection with any offering of securities pursuant to this registration statement will be determined from time to time and reflected in the applicable prospectus supplement.

Item 15. Indemnification of Directors and Officers.

The following summaries are qualified in their entirety by reference to the complete text of any statutes referred to below and the certificate of incorporation and the bylaws or similar organizational documents of the Company or any applicable guarantor of securities.

Delaware Law

SunEdison, Inc. (the “Company”), and registrants EnFlex Corporation (“EnFlex”), SunEdison Holdings Corporation (“SunEdison Holdings”), SunEdison International, Inc. (“SunEdison International”), MEMC Pasadena, Inc. (“MEMC Pasadena”) and Fotowatio Renewable Ventures, Inc. (“FRV”) are all incorporated under the laws of the State of Delaware.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for payments for unlawful dividends or unlawful stock repurchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s Amended and Restated Certificate of Incorporation contains such a provision.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the operation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that

 

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