UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
 
Ascent Solar Technologies, Inc. 
(Name of Issuer)
 
Common Shares, par value $0.0001 
(Title of Class of Securities)
 
043635101 
(CUSIP Number)
 
Einar Glomnes
Norsk Hydro ASA
Drammensveien 260
N-0240 Oslo, Norway
+47 (0) 2253 8100
(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
with a copy to:
Sean J. Skiffington
Shearman & Sterling LLP
Broadgate West, 9 Appold Street
London EC2A 2AP, United Kingdom
+44 (0) 20 7655 5732

September 29, 2009 
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  043635101
  
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Norsk Hydro ASA
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Kingdom of Norway
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
10,953,755 (see Items 3 and 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
10,953,755 (see Items 3 and 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,953,755 (see Items 3 and 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.1% (see Item 5)
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
Page 2 of 11
 
 
SCHEDULE 13D
 
CUSIP No.  043635101
    
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Norsk Hydro Produksjon AS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Kingdom of Norway
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
10,953,755 (see Items 3 and 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
10,953,755 (see Items 3 and 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,953,755 (see Items 3 and 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
44.1% (see Item 5)
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
Page 3 of 11
 
 
Item 1.
Security and Issuer.
 
This Amendment No. 7 to Schedule 13D amends the statement on Schedule 13D originally filed by Norsk Hydro ASA (“Norsk Hydro”) and Norsk Hydro Produksjon AS (“Produksjon”) on March 13, 2007 and amended on June 18, 2007, August 17, 2007, October 15, 2007, March 14, 2008, March 28, 2008 and October 9, 2008 (as amended, the “Schedule 13D”) with the Securities and Exchange Commission (the “SEC”), relating to the common shares, par value $0.0001 per share (the “Shares”), of Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”).
 
Item 2.
Identity and Background.
 
Item 2 of this Schedule 13D is hereby amended by replacing the fourth paragraph thereof with the following:
 
“The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of Norsk Hydro and Produksjon are set forth in Schedule A hereto and are incorporated by reference herein.”
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 of this Schedule 13D is hereby amended and restated in its entirety to read as follows:
 
The responses of Norsk Hydro and Produksjon to Rows (7) through (13) of the cover pages of this Schedule 13D and the information set forth in Item 3 are hereby incorporated by reference in this Item 5.
 
Pursuant to the Securities Purchase Agreement, on the First Closing, Produksjon acquired 1,600,000 Shares, representing 23.0% of the Company’s outstanding Shares as of the date of the First Closing.  Each of Norsk Hydro and Produksjon is deemed to beneficially own these 1,600,000 Shares.
 
 On the Initial Warrants Closing, Produksjon acquired (i) 934,462 Shares, which, together with the 1,600,000 Shares owned by Produksjon, represented 23.0% of the Company’s outstanding Shares as of the date of the Initial Warrants Closing and (ii) 1,965,690 Class B Warrants.
 
On the March 28 Closing, Produksjon acquired 2,341,897 Shares and 1,689,905 Class B Warrants.
 
On the October 8 Closing, Produksjon acquired 2,421,801 Shares.
 
In aggregate, Produksjon therefore holds 7,298,160 Shares and 3,655,595 Class B Warrants.  Because the Class B Warrants held by Produksjon are exercisable within 60 days, Produksjon is deemed to own the 3,655,595 Shares underlying these 3,655,595 Class B Warrants by applicable SEC rules.  Therefore, each of Norsk Hydro and Produksjon beneficially own, as of the date hereof, 10,953,755 Shares, which represents 44.1% of the Company’s issued and outstanding Shares.
 
The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each of Norsk Hydro and Produksjon is based on 21,157,261 Shares outstanding as of September 23, 2009, as provided by the Company, and an additional 3,655,595 Shares issuable to Produksjon upon exercise of the Class B Warrants it holds, for an aggregate of 24,812,856 Shares currently issued and outstanding.
 
 
Page 4 of 11
 
 
In addition, the Shares deemed beneficially owned by each of Norsk Hydro and Produksjon with respect to which such person (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power and (iv) shares dispositive power are listed in the responses to Items 7, 8, 9 and 10, respectively, of the cover page of this Schedule 13D relating to such person.
 
Except as disclosed in this Schedule 13D, neither Norsk Hydro nor Produksjon nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Shares or has the right to acquire any Shares.
 
Except as disclosed in this Schedule 13D, neither Norsk Hydro nor Produksjon nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Shares that they may be deemed to beneficially own.
 
Except as disclosed in this Schedule 13D, neither Norsk Hydro nor Produksjon nor, to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Shares during the past 60 days.
 
To the best knowledge of Norsk Hydro and Produksjon, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by Norsk Hydro and Produksjon.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
 Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following text after the third paragraph of Item 6:
 
“On September 29, 2009, Produksjon and the Company entered into a Securities Purchase Agreement (the “Second Securities Purchase Agreement”), a copy of which is attached as Exhibit G hereto.  The description of the Second Securities Purchase Agreement contained herein is qualified in its entirety by reference to Exhibit G, which is incorporated herein by reference.  Pursuant to the Second Securities Purchase Agreement, the Company agreed to issue to Produksjon, and Produksjon agreed to purchase, accept and acquire from the Company such number of Shares as is determined by dividing $5,000,000 by the price per Share for which Shares are sold in the anticipated underwritten public offering of the Company pursuant to an effective shelf registration statement on file with the SEC (the “Public Offering”).  The acquisition of Shares by Produksjon pursuant to the Second Securities Purchase Agreement is conditional on the Public Offering having been completed and will close, if at all, concurrently with the Public Offering.  The Second Securities Purchase Agreement may be terminated by Produksjon if the Public Offering has not been completed by October 31, 2009.  Produksjon expects that the funds for the subscription price for the Shares to be acquired pursuant to the Second Securities Purchase Agreement will be obtained by Produksjon from its working capital.”
 
Item 7.
Materials to be Filed as Exhibits.
 
 
Exhibit No.
Description
 
 
Page 5 of 11
 
 
 
A
Joint Filing Agreement, dated March 22, 2007, between Norsk Hydro ASA and Norsk Hydro Produksjon AS
 
 
G
Securities Purchase Agreement, dated September 29, 2009, between Norsk Hydro Produksjon AS and Ascent Solar Technologies, Inc.
 
 
 
Page 6 of 11
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:
 
September 29, 2009
NORSK HYDRO ASA
  
       
       
  /s/ Odd Ivar Biller  
  Name:  Odd Ivar Biller  
  Title:  Executive Vice President  
 
 
NORSK HYDRO PRODUKSJON AS
  
       
       
  /s/ Einar Riddervold  
  Name:  Einar Riddervold  
  Title:  Director  
 
 
 
Page 7 of 11
 
 
SCHEDULE A

Norsk Hydro ASA
Directors and Executive Officers

         
   
Present Principal
    
Name
  
Occupation
Business Address
Citizenship
Directors
        
         
Terje Vareberg
  
Chief Executive Officer
Sparebank 1 SR Bank
Norwegian
     
Bjergsted Terrasse 1,
  
     
N-4066 Stavanger
  
     
Norway
  
         
Grete Faremo
  
Corporate Director
Norsk Hydro ASA
Norwegian
     
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Finn Jebsen
  
Corporate Director
Norsk Hydro ASA
Norwegian
     
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Heidi M. Petersen
  
Corporate Director
Norsk Hydro ASA
Drammensveien 260,
N-0283 Oslo
Norway
Norwegian
         
Bente Rathe
  
Corporate Director
Norsk Hydro ASA
Drammensveien 260,
N-0283 Oslo
Norway
Norwegian
         
Inge K. Hansen
  
Corporate Director
Norsk Hydro ASA
Norwegian
     
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Billy Fredagsvik
  
Union Official
Norsk Hydro ASA
Norwegian
     
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Sten Roar Martinsen
  
Union Official
Norsk Hydro ASA
Norwegian
     
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Jørn B. Lilleby
  
Union Official
Norsk Hydro ASA
Norwegian
     
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
 
 
Page 8 of 11
 
 
Executive Officers
        
         
Svein Richard Brandtzæg
  
President and Chief Executive Officer
Norsk Hydro ASA
Norwegian
     
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Jørgen C. Arentz Rostrup
  
Executive Vice President and
Norsk Hydro ASA
Norwegian
   
Chief Financial Officer
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Hilde Merete Aasheim
  
Executive Vice President
Norsk Hydro ASA
Norwegian
   
Primary Metal
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Kjetil Ebbesberg
  
Executive Vice President
Norsk Hydro ASA
Norwegian
   
Metal Markets
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Oliver Bell
  
Executive Vice President
Norsk Hydro ASA
German
   
Rolled Products
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Johnny Undeli
  
Executive Vice President
Norsk Hydro ASA
Norwegian
   
Extruded Products
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Ola Sæter
  
Executive Vice President
Norsk Hydro ASA
Norwegian
   
Energy
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Tom Røtjer
  
Executive Vice President
Norsk Hydro ASA
Norwegian
   
Projects
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Arvid Moss
  
Executive Vice President
Norsk Hydro ASA
Norwegian
   
Corporate Strategy and Business Development
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Odd Ivar Biller
  
Executive Vice President
Norsk Hydro ASA
Norwegian
   
Legal Affairs and CSR
Drammensveien 260,
  
     
N-0283 Oslo
  
     
Norway
  
         
Anne Harris
  
Executive Vice President
Norsk Hydro ASA
Norwegian
   
HR and Organizational Development
Drammensveien 260
  
     
N-0283 Oslo
  
     
Norway
  

 
Page 9 of 11
 
 
Norsk Hydro Produksjon AS
Directors and Executive Officers

             
Name
  
Present Principal Occupation
  
Business Address
  
Citizenship
Directors
            
             
Ola Sæter
  
Executive Vice President, Energy
  
Norsk Hydro ASA
  
Norwegian
       
Drammensveien 260,
    
       
N-0283 Oslo
    
       
Norway
    
             
Morten Halleraker
  
Senior Vice President, Energy
  
Norsk Hydro ASA
  
Norwegian
       
Drammensveien 260,
    
       
N-0283 Oslo
    
       
Norway
    
             
Einar Leif Riddervold
  
Legal Counsel, Legal Department
  
Norsk Hydro ASA
  
Norwegian
       
Drammensveien 260,
    
       
N-0283 Oslo
    
       
Norway
    
             
Executive Officers
            
             
Trond Olaf Christophersen
  
Managing Director and Vice President
  
Norsk Hydro ASA
  
Norwegian
       
Drammensveien 260,
    
       
N-0283 Oslo
    
       
Norway
    

 
 
 
 
 
Page 10 of 11
 
 
EXHIBIT INDEX
 
 
Exhibit No.
Description
 
 
A
Joint Filing Agreement, dated March 22, 2007, between Norsk Hydro ASA and Norsk Hydro Produksjon AS
 
 
G
Securities Purchase Agreement, dated September 29, 2009, between Norsk Hydro Produksjon AS and Ascent Solar Technologies, Inc.
 
 
 
 
 
 
 
 Page 11 of 11