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UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 2)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to  .
 Commission File Number 000-31687
 
 EVERGREEN SOLAR, INC.
 (Exact name of registrant as specified in its charter)
 
 Delaware
    
    04-3242254(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)138 Bartlett Street 
Marlboro, Massachusetts 01752
    
    (508) 357-2221(Address of principal executive offices)(zip code)
    
    (Registrants telephone number, including area code)
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, Par Value $.01 Per Share
    
    Nasdaq Global Market
 Securities registered pursuant to Section 12(g) of the Act:
None
 
 þ Yes   o No
 o Yes   þ No
 þ Yes o No
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o Yes   þ No




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TABLE OF CONTENTS  PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXEX-10.41 SUPPLY AGREEMENT BY & BETWEEN THE REGISTRANT & DC CHEMICAL, DATED JANUARY 30, 2008EX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO    Table of Contents  Explanatory Note
    2




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PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.




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SIGNATURES
  EVERGREEN SOLAR, INC.By:

/s/
Michael El-HillowMichael El-HillowChief Financial Officer




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EXHIBIT INDEX
 Number
    
    Description3.1(1)
    
    Third Amended and Restated Certificate of Incorporation (Exhibit 3.2)3.2(1)
    
    Second Amended and Restated By-laws (Exhibit 3.3)3.3(2)
    
    Certificate of Amendment of Third Amended and Restated Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on May 15, 2003 (Exhibit
4.3)3.4(2)
    
    Certificate of the Powers, Designations, Preferences and Rights of the Series A
Convertible Preferred Stock of the Registrant (Exhibit 4.4)3.5(3)
    
    Certificate of Amendment of Third Amended and Restated Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on August 20, 2004 (Exhibit
4.5)3.6(4)
    
    Certificate of Amendment of Third Amendment and Restated Certificate of Incorporation
filed with the Secretary of State of Delaware on January 8, 2007 (Exhibit 3.1)3.7(5)
    
    Certificate of Designations of Rights, Preferences and Privileges of Series B
Preferred Stock of the Registrant (Exhibit 3.4)4.1(6)
    
    Indenture between the Registrant and U.S. Bank National Association, as Trustee, dated
June 29, 2005 (Exhibit 4.4)4.2(6)
    
    Form of 4.375% Convertible Subordinated Notes due 2012 (Exhibit 4.4)10.1(1)§
    
    1994 Stock Option Plan (Exhibit 10.1)10.2(7)§
    
    Amended and Restated 2000 Stock Option and Incentive Plan (Exhibit 99.1)10.3(7)§
    
    Amended and Restated 2000 Employee Stock Purchase Plan (Exhibit 99.2)10.4(1)§
    
    Lease Agreement between the Registrant and W9/TIB Real Estate Limited Partnership,
dated January 31, 2000, as amended (Exhibit 10.5)10.5(1)§
    
    Form of Indemnification Agreement between Registrant and each of its directors and
executive officers (Exhibit 10.9)10.6(8)
    
    Stock and Warrant Purchase Agreement, dated June 16, 2004 (Exhibit 10.1)10.7(8)
    
    Warrant Agreement, dated June 21, 2004 (Exhibit 10.2)10.8(8)
    
    Form of Warrants (Exhibit 10.3)10.9(8)
    
    Registration Rights Agreement, dated June 21, 2004 (Exhibit 10.4)10.10(9)
    
    Master Joint Venture Agreement by and among the Registrant, Q-Cells AG (Q-Cells),
Renewable Energy Corporation ASA (REC) and EverQ GmbH (EverQ), dated November 4,
2005 (Exhibit 10.17)10.11(9)
    
    Technology Co-Operation Agreement by and between the Registrant and REC, dated
November 24, 2005 (Exhibit 10.19)10.12(10)§
    
    Evergreen Solar, Inc. Management Incentive Policy (Exhibit 10.20)10.13(6)
    
    Registration Rights Agreement by and between the Registrant and SG Cowen & Co., LLC,
as representative of the Initial Purchasers, dated June 29, 2005 (Exhibit 10.21)
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Number
    
    Description10.14(11)
    
    Memorandum of Understanding by and among the Registrant, Q-Cells, EverQ and REC, dated
June 5, 2006 (Exhibit 10.1)10.15(12)
    
    Amendment to the Master Joint Venture Agreement by and among the Registrant, Q-Cells,
REC, REC Solar Grade Silicon LLC and EverQ, dated September 29, 2006 (Exhibit 10.26)10.16(12)
    
    Sales Representative Agreement by and between the Registrant and EverQ, dated
September 29, 2006 (Exhibit 10.27)10.17(12)
    
    Amended and Restated License and Technology Transfer Agreement by and between the
Registrant and EverQ, dated September 29, 2006 (Exhibit 10.18)10.18(13)
    
    Loan and Security Agreement between Silicon Valley Bank and the Registrant, dated
April 6, 2007 (Exhibit 10.1)10.19(14)
    
    Stock Purchase Agreement by and between the Registrant and DC Chemical Co., Ltd. (DC
Chemical), dated April 17, 2007 (Exhibit 10.1)10.20(14)
    
    Stockholders Agreement by and between the Registrant and DC Chemical, dated April 17,
2007 (Exhibit 10.2)10.21(15)
    
    Supply Agreement by and between the Registrant and DC Chemical, dated April 17, 2007
(Exhibit 10.3)10.22(16)
    
    Guarantee and Undertaking of the Registrant, dated April 30, 2007 (Exhibit 10.1)10.23(16)
    
    Addendum to the Amended and Restated License and Technology Transfer Agreement between
the Registrant and EverQ, dated April 30, 2007 (Exhibit 10.2)10.24(17)§
    
    Change of Control Severance Agreement, dated as of June 14, 2007, between the
Registrant and Richard M. Feldt (Exhibit 10.1)10.25(17)§
    
    Change of Control Severance Agreement, dated as of June 14, 2007, between the
Registrant and Michael El-Hillow (Exhibit 10.2)10.26(17)§
    
    Change of Control Severance Agreement, dated as of June 14, 2007, between the
Registrant and Brown F. Williams (Exhibit 10.3)10.27(17)§
    
    Change of Control Severance Agreement, dated as of June 14, 2007, between the
Registrant and Richard G. Chleboski (Exhibit 10.4)10.28(17)§
    
    Change of Control Severance Agreement, dated as of June 14, 2007, between the
Registrant and Dr. J. Terry Bailey (Exhibit 10.5)10.29(17)§
    
    Change of Control Severance Agreement, dated as of June 14, 2007, between the
Registrant and Gary T. Pollard (Exhibit 10.6)10.30(18)§
    
    Change of Control Severance Agreement, dated as of July 30, 2007, between the
Registrant and Rodolfo Archbold (Exhibit 10.1)10.31(19)§
    
    Change of Control Severance Agreement, dated effective as of January 21, 2008, between
the Registrant and Carl Stegerwald (Exhibit 10.1)10.32(20)
    
    Amendment of Master Joint Venture Agreement by and among the Registrant, Q-Cells, REC
and EverQ, dated October 23, 2007 (Exhibit 10.1)10.33(21)
    
    Supply Agreement between the Registrant and Wacker Chemie AG, effective as of August
31, 2007 (Exhibit 10.1)10.34*
    
    Supply Agreement between the Registrant and Solaricos Trading Ltd., dated as of
October 24, 200710.35*
    
    Memorandum of Understanding by and among the Registrant, EverQ, Q-Cells and REC, dated
as of October 25, 200710.36*
    
    Lease Agreement between the Registrant and the Massachusetts Development Finance
Agency (MDFA), dated November 20, 2007
 E-2




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Number
    
    Description10.37*
    
    Project Grant Agreement between the Registrant and MDFA, dated November 20, 2008.10.38*
    
    Project Grant Agreement between the Registrant and Massachusetts Technology Park
Corporation, dated November 20, 200810.39*
    
    Agreement for the Sale and Purchase of Solar Grade Silicon between the Registrant and
Silicium de Provence S.A.S. (Silpro), dated December 7, 200710.40*
    
    Subordinated Loan Agreement between the Registrant and Silpro, dated December 7, 200710.41§§
    
    Supply Agreement by and between the Registrant and DC Chemical, dated January 30, 200823.1*
    
    Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm23.2*
    
    Consent of Leipzig, Germany PricewaterhouseCoopers AG32.1§§
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(d) and Rule
15d-14(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 200232.2§§
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(d) and Rule
15d-14(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 200299.1*
    
    EverQ GmbH balance sheet for the period ended December 31, 200699.2*
    
    EverQ GmbH income statement for the period December 20 to December 31, 200699.3*
    
    EverQ GmbH cash flow for the period December 20 to December 31, 200699.4*
    
    EverQ GmbH notes to the financial statements for the period December 20 to December
31, 200699.5*
    
    Opinion Letter, Leipzig, Germany PricewaterhouseCoopers AG
 
 *
    
    Filed with the same exhibit number with the Registrants Annual Report on
Form 10-K for the year ended December 31, 2007, as filed on February 27,
2008.
    
    Confidential treatment granted as to certain portions.§
    
    Indicates a management contract or compensatory plan, contract or arrangement.§§
    
    Filed herewith.(1)
    
    Incorporated herein by reference to the exhibits to the Registrants
Registration Statement on Form S-1, initially filed on August 4, 2000. The
number given in parenthesis indicates the corresponding exhibit number in
such Form S-1.(2)
    
    Incorporated herein by reference to the exhibits to the Registrants
Registration Statement on Form S-8, dated June 9, 2003. The number given in
parenthesis indicates the corresponding exhibit number in such Form S-8.(3)
    
    Incorporated herein by reference to the exhibits to the Registrants
Registration Statement on Form S-3 filed on October 21, 2004. The number
given in parenthesis indicates the corresponding exhibit number in such Form
S-3. E-3




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(4)
    
    Incorporated herein by reference to the exhibits to the Registrants Current
Report on Form 8-K, dated January 2, 2007 and filed on January 8, 2007. The
number given in parenthesis indicates the corresponding exhibit number in
such Form 8-K.(5)
    
    Incorporated herein by reference to the exhibits to the Registrants
Registration Statement on Form S-3, dated May 16, 2007. The number given in
parenthesis indicates the corresponding exhibit number in such Form S-3.(6)
    
    Incorporated herein by reference to the exhibits to the Registrants Current
Report on Form 8-K, dated June 23, 2005 and filed on June 29, 2005. The
number given in parenthesis indicates the corresponding exhibit number in
such Form 8-K.(7)
    
    Incorporated herein by reference to the exhibits to the Registrants Current
Report on Form 8-K, dated July 15, 2005 and filed on July 21, 2005. The
number given in parenthesis indicates the corresponding exhibit number in
such Form 8-K.(8)
    
    Incorporated herein by reference to the exhibits to the Registrants Current
Report on Form 8-K, dated June 21, 2004 and filed on June 22, 2004. The
number given in parenthesis indicates the corresponding exhibit number in
such Form 8-K.(9)
    
    Incorporated herein by reference to the exhibits to the Registrants Annual
Report on Form 10-K for the period ended December 31, 2005 filed on March 16,
2006. The number given in parenthesis indicates the corresponding exhibit
number in such Form 10-K.(10)
    
    Incorporated herein by reference to the exhibits to the Registrants
Quarterly Report on Form 10-Q for the period ended April 2, 2005 filed on May
2, 2005. The number given in parenthesis indicates the corresponding exhibit
number in such Form 10-Q.(11)
    
    Incorporated herein by reference to the exhibits to the Registrants Current
Report on Form 8-K, dated June 5, 2006 and filed on June 9, 2006. The number
given in parenthesis indicates the corresponding exhibit number in such Form
8-K.(12)
    
    Incorporated herein by reference by reference to exhibits to the
Registrants Quarterly Report on Form 10-Q for the period ended
September 30, 2006 filed on November 7, 2006. The number given in
parenthesis indicated the corresponding exhibit number in such Form
10-Q.(13)
    
    Incorporated herein by reference to the exhibits to the Registrants
Current Report on Form 8-K, dated April 6, 2007 and filed on April
10, 2007. The number given in parenthesis indicates the corresponding
exhibit number in such Form 8-K.(14)
    
    Incorporated herein by reference to the exhibits to the Registrants
Current Report on Form 8-K, dated April 17, 2007 and filed on April
17, 2007. The number given in parenthesis indicates the corresponding
exhibit number in such Form 8-K.(15)
    
    Incorporated herein by reference to the exhibits to the Registrants
Current Report on Form 8-K/A, dated April 17, 2007 and filed on April
23, 2007. The number given in parenthesis indicates the corresponding
exhibit number in such Form 8-K/A.(16)
    
    Incorporated herein by reference to the exhibits to the Registrants
Current Report on Form 8-K, dated April 30, 2007 and filed on May 4,
2007. The number given in parenthesis indicates the corresponding
exhibit number in such Form 8-K.(17)
    
    Incorporated herein by reference to the exhibits to the Registrants
Current Report on Form 8-K, dated June 14, 2007 and filed on June 20,
2007. The number given in parenthesis indicates the corresponding
exhibit number in such Form 8-K. E-4




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(18)
    
    Incorporated herein by reference to the exhibits to the Registrants
Current Report on Form 8-K, dated July 30, 2007 and filed on August
2, 2007. The number given in parenthesis indicates the corresponding
exhibit number in such Form 8-K.(19)
    
    Incorporated herein by reference to the exhibits to the Registrants
Current Report on Form 8-K, dated January 18, 2008 and filed on
January 22, 2008. The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(20)
    
    Incorporated herein by reference to the exhibits to the Registrants
Current Report on Form 8-K, dated October 23, 2007 and filed on
October 29, 2007. The number given in parenthesis indicates the
corresponding exhibit number in such Form 8-K.(21)
    
    Incorporated herein by reference by reference to exhibits to the
Registrants Quarterly Report on Form 10-Q for the period ended
September 30, 2007 filed on November 8, 2007. The number given in
parenthesis indicated the corresponding exhibit number in such Form
10-Q. E-5