UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


Amendment
No. 1




(Mark
One)


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
fiscal year ended March 31, 2009




 ̈
            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: 000-51458





HOKU
SCIENTIFIC, INC.


(Exact
name of registrant as specified in its charter)




Delaware
                
                99-0351487(State
      or other jurisdiction of
                  incorporation
      or organization)
                
                (I.R.S.
      Employer
                  Identification
      Number)





1288
Ala Moana Blvd., Suite 220




Honolulu,
Hawaii 96814


(Address
of principal executive offices, including zip code)




(808)
682-7800


(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 $.001 per share
                
                The
      NASDAQ Stock Market, LLC(NASDAQ
      Global Market)




Securities registered pursuant to
Section 12(g) of the Act:    None









Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes    ̈
    No   x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes    ̈
    No   x




Indicate
by a check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes   x
    No    ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes    ̈
    No    ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
accelerated filer    ̈
                                                                     
           Accelerated
filer     x




Non-accelerated
filer    ̈
  (Do not check if a smaller reporting company)    
 Smaller reporting company     ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes    ̈
     No   x




The
aggregate market value of the voting stock held by non-affiliates of the
registrant as of September 30, 2008 was approximately $87 million (based on
the closing sales price of the registrant’s Common Stock on September 30,
2008). Aggregate market value excludes an aggregate of 3,928,202 shares of our
Common Stock held by officers and directors and by each person known by the
registrant to own 5% or more of the outstanding Common Stock on such date.
Exclusion of shares held by any of these persons should not be construed to
indicate that such person possesses the power, direct or indirect, to direct or
cause the direction of the management or policies of the registrant, or that
such person is controlled by or under common control with the
registrant.




As of
July 15, 2009, 21,154,080 shares of the registrant’s Common Stock were issued
and outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE


None.




EXPLANATORY
NOTE




This
Amendment No. 1 on Form 10-K/A (this "Amendment No. 1") amends
our annual report on Form 10-K for the year ended March 31, 2009 (our
"2009 10-K"), originally filed with the Securities and Exchange Commission
(the "SEC") on June 15, 2009. As permitted by General Instruction (G)(3) of
Form 10-K, we did not include the information required by Part III of
Form 10-K in our 2009 10-K. In accordance with General
Instruction (G)(3) of Form 10-K, this Amendment No. 1 is being
filed to include the information required by Part III of
Form 10-K.  This Amendment No. 1 is also being filed to include
certain information in Item 9B (Other Information) of Part II of Form
10-K.




Except as
otherwise specifically indicated herein, this Amendment No. 1 does not
reflect events occurring after the June 15, 2009 filing of our 2009 10-K
and does not modify or update the disclosures set forth in our 2009 10-K.
We direct you to our filings with the SEC made subsequent to June 15, 2009 for
additional information on events subsequent to June 15, 2009.







INDEX
TO FORM 10-K




Part
      IIItem
      9B.
                      
                      Other
      Information
                      
                      3Part
      IIIItem 10.
                      
                      Directors, Executive
      Officers and Corporate Governance
                      
                      3Item 11.
                      
                      Executive
      Compensation
                      
                      6Item 12.
                      
                      Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                      
                      18Item 13.
                      
                      Certain
      Relationships and Related Transactions, and Director
      Independence
                      
                      20Item 14.
                      
                      Principal
      Accounting Fees and Services
                      
                      21Part
      IVItem 15.
                      
                      Exhibits
      and Financial Statement Schedules
                      
                      23Signatures
                      
                      40


2




PART
II




Item
9B.   Other Information




Our
executive compensation policies and practices are established and administered
by the independent members of our Board of Directors, which currently include
Messrs. Eldridge and Hirata and Dr. Stahlkopf, or collectively, the
Independent Members. The Independent Members have implemented compensation
policies, plans and programs that seek to enhance stockholder value by aligning
the financial interests of our executive officers with those of our
stockholders. The overall goal of the Independent Members is to develop
compensation practices that allow us to attract and retain the people needed to
define, create and market industry-leading products. We only have four executive
officers, each of whom for SEC reporting purposes is considered a named
executive officer.




To
achieve our goals, the Independent Members have approved executive compensation
that is based on a combination of cash and equity compensation. We provide
equity-based compensation pursuant to our 2005 Equity Incentive Plan. The 2005
Equity Incentive Plan is designed to provide a longer-term incentive to
management to increase revenues, provide quality returns on investment, enhance
stockholder value and contribute to our long-term growth. We also have,
historically, paid cash and stock incentive payments to executive officers based
on meeting performance goals, but such cash incentive payments were declined by
our executive officers in fiscal 2009 and will not be offered in
2010.  In fiscal 2010, the Independent Members have included a
retention payment to be given to each of our executive officers to
complement conservative base salaries and to retain senior management during a
critical period.




The
Independent Members have not adopted any formal guidelines for allocating total
compensation between cash and equity compensation. We believe that performance
and equity-based compensation are important components of the total executive
compensation package for maximizing stockholder value while, at the same time,
attracting, motivating, and retaining high-quality executives.  On
July 27, 2009, the Independent Members determined that due to the elimination of
cash incentive payments for fiscal 2010 and the uncertainty regarding our future
performance and ability to continue as a going concern, it was necessary to
provide the officers with a periodic cash retention payment and a restricted
stock grant which would vest throughout the remainder of fiscal 2010 in order to
remove some of the uncertainty around the executive officers’ total
compensation, complement conservative base salaries (which remained unchanged in
fiscal 2010) and help to ensure that our senior management team remained intact
during a critical period.  The Independent Members determined that
Messrs. Paul, Nakamoto and Taft would be eligible to receive a cash retention
payment in fiscal 2010 equal to $40,000 in the aggregate.  Mr. Shindo
would be eligible to receive a cash payment equal to $100,000 in the
aggregate.  The retention payment would be paid in four equal
installments in each of July, September, December and March of fiscal
2010.




In
addition to the cash retention payment, three days following our first quarter
2010 earnings call, each of Messrs. Nakamoto and Taft are eligible to receive a
restricted stock award of 40,000 shares of our Common Stock, Mr. Paul is
eligible to receive a restricted stock award of 50,000 shares of our Common
Stock and Mr. Shindo is eligible to receive a restricted stock award of 60,000
shares of our Common Stock, in each case pursuant to our 2005 Equity Incentive
Plan, and vesting in two equal installments on each of January 31, 2010 and July
31, 2010.  In order for an executive officer to be eligible to receive
either of the cash or stock retention payment, the executive officer must
continue to be our employee as of the date that the retention payment is to be
awarded.




On July
27, 2009, our Board of Directors determined that the decline in our share price
substantially reduced the value of equity previously awarded to the Independent
Members, evidenced by a majority of the stock options held by the Independent
Members being exercisable at prices which are greater than the closing price of
our Common Stock as reported on the NASDAQ Global Market on July 27, 2009 of
$2.16. Our Board of Directors determined it was necessary to provide each of the
Independent Members a $70,000 cash payment on the third business day following
our first quarter fiscal 2010 earnings call. This determination was made based
on a recommendation given by the Independent Members. Our Board of Directors
determined that the cash payment would help to retain a stable board during this
critical period of uncertainty regarding our future performance and ability to
continue as a going concern.




PART
III




Item
10.   Directors, Executive Officers and Corporate
Governance




Directors




Information
with respect to our directors is presented below, as of July 15,
2009.




(Term
Expires at Our 2009 Annual Meeting)




Dean K.
      Hirata
            Mr.
      Hirata, age 52 has served as a member of our Board since January 2007. Mr.
      Hirata has served since 2006 as Vice Chairman and Chief Financial Officer
      of Central Pacific Financial Corp., the holding company of Central Pacific
      Bank. From 2004 to 2006, he served as Executive Vice President and Chief
      Financial Officer of Central Pacific Financial Corp. From 2002 to 2004, he
      served as Executive Vice President and Chief Financial Officer of CB
      Bancshares, Inc., a bank holding company, whose principal subsidiary was
      City Bank. From 1999 to 2002, he served as Senior Vice President and Chief
      Financial Officer of CB Bancshares. From 1990 to 1999, Mr. Hirata served
      as Controller of First Hawaiian Bank. From 1980 to 1990, Mr. Hirata was
      with KPMG LLP, an independent registered public accounting firm. Mr.
      Hirata holds a Bachelor in Business Administration from the University of
      Hawaii.




(Term
Expires at Our 2010 Annual Meeting)




Karl M. Taft
      III
            Mr.
      Taft, age 36, one of our founders, has served as our Chief Technology
      Officer since March 2001 and as a member of our Board since August 2001.
      From October 1996 to March 2001, Mr. Taft held various positions at PCC
      Structurals, Inc., a manufacturer of titanium casting, including Lead
      Manager for Research and Development, Industrial Engineer and Research
      Chemist. In 2000, Mr. Taft was an Adjunct Professor at Portland State
      University. Mr. Taft has a B.A. in Chemistry from Pacific University, an
      M.S. in Environmental Science and Engineering from Oregon Graduate
      Institute and an M.B.A. from Portland State
  University.




3




Kenton T.
      Eldridge
            Mr.
      Eldridge, age 66, has served as a member of our Board since April 2004.
      Since March 2006, Mr. Eldridge has served as a co-founder and partner of
      Sennet Capital, a merchant bank. From March 1983 to August 1997, Mr.
      Eldridge served in various executive positions for DFS Group Limited, a
      traveler retailer, including Regional President, Taiwan Region, Regional
      President, Asian Marketing and Regional President, Alaska Division. Since
      January 2000, Mr. Eldridge has served as a director and a member of the
      audit committee of American Savings Bank, F.S.B., a subsidiary of HEI
      Diversified, Inc., a subsidiary of Hawaiian Electric Industries, Inc. Mr.
      Eldridge has a B.A. and an M.A. in History and an M.B.A. from the
      University of New Hampshire.




(Term
Expires at Our 2011 Annual Meeting)




Dustin M.
      Shindo
            Mr.
      Shindo, age 35, one of our founders, has served as our Chairman of the
      Board, President and Chief Executive Officer since March 2001. From
      November 1999 to February 2001, Mr. Shindo was a founder and Chief
      Executive Officer of Activitymax, Inc., a small privately-held travel
      reservation software company, where Mr. Shindo was responsible for
      managing customer relationships, developing the company’s marketing
      program and managing the operations of the company. From August 1999 to
      April 2000, Mr. Shindo was a business consultant at The Lucas Group, a
      strategic consulting firm, where Mr. Shindo focused on business strategy
      projects as part of multi-person engagement teams. In 1995, Mr. Shindo
      founded Mehana Brewing Company, a privately-held microbrewery, which now
      serves as a holding company for stock in Hawaii Nui Brewing Company, a
      privately-held microbrewery. Mr. Shindo continues to serve as a member of
      the board of directors of both Mehana Brewing Company and Hawaii Nui
      Brewing Company. Mr. Shindo’s time commitment to Mehana Brewing Company
      and Hawaii Nui Brewing Company is not significant. In 2006, Mr. Shindo
      founded Kai Sensors, Inc., a privately held company formed to explore
      business opportunities related to medical devices, where he continues to
      serve as Chairman of the Board of Directors. Mr. Shindo’s time commitment
      to Kai Sensors, Inc. is not significant.  Mr. Shindo devotes
      substantially all of his time to the management of Hoku Scientific. Mr.
      Shindo has a B.A. in Accounting from the University of Washington and an
      M.B.A. from the Darden Graduate School of Business Administration at the
      University of Virginia.




Karl E. Stahlkopf,
      Ph.D.
            Dr.
      Stahlkopf, age 69, has served as a member of our Board since July 2002. He
      is currently a Partner and Director of Sennet Capital, a merchant bank,
      where he is focused on the financing of renewable energy projects. He
      joined Sennet in July 2009.  Dr. Stahlkopf was Senior Vice
      President, Energy Solutions and Chief Technology Officer of Hawaiian
      Electric Company, Inc., a subsidiary of Hawaiian Electric Industries, Inc
      from May 2002 until July 2009. While at Hawaiian Electric Dr. Stahlkopf
      also served as President of Renewable Hawaii, Inc., the renewable energy
      subsidiary of Hawaiian Electric Company, Inc. From November 1973 to April
      2002, Dr. Stahlkopf served as Vice President of Power Delivery and
      Utilization at Energy Power Research Institute, or EPRI, an independent,
      non-profit center for electricity and environmental research. During his
      tenure at EPRI, Dr. Stahlkopf was also a founder and served as the
      President and Chief Executive Officer of EPRI Solutions, a subsidiary of
      EPRI, and was Chairman of the Board of Directors of Sure-Tech, LLC, a
      manufacturer of power electronic devices. Dr. Stahlkopf has a B.S. in
      Electrical Engineering and Naval Science from the University of Wisconsin
      and an M.S. and Ph.D. in Nuclear Engineering from the University of
      California, Berkeley.




Executive
Officers




Executive
Officers of the Registrant




Our
executive officers and their ages and positions as of July 15, 2009, are as
follows:


Name
                          
                          Age
                          
                          PositionDustin
      M. Shindo
                          
                          35
                          
                          Chairman
      of the Board of Directors, President and Chief Executive
      OfficerKarl
      M. Taft III
                          
                          36
                          
                          Chief
      Technology Officer and DirectorDarryl
      S. Nakamoto
                          
                          35
                          
                          Chief
      Financial Officer, Treasurer and SecretaryScott
      B. Paul
                          
                          35
                          
                          Chief
      Operating
Officer




4




Dustin M. Shindo, one of our
founders, has served as our Chairman of the Board, President and Chief Executive
Officer since March 2001. From November 1999 to February 2001, Mr. Shindo was a
founder and Chief Executive Officer of Activitymax, Inc., a small privately-held
travel reservation software company, where Mr. Shindo was responsible for
managing customer relationships, developing the company’s marketing program and
managing the operations of the company. From August 1999 to April 2000, Mr.
Shindo was a business consultant at The Lucas Group, a strategic consulting
firm, where Mr. Shindo focused on business strategy projects as part of
multi-person engagement teams. In 1995, Mr. Shindo founded Mehana Brewing
Company, a privately-held microbrewery, which now serves as a holding company
for stock in Hawaii Nui Brewing Company, a privately-held microbrewery. Mr.
Shindo continues to serve as a member of the board of directors of both Mehana
Brewing Company and Hawaii Nui Brewing Company. Mr. Shindo’s time commitment to
Mehana Brewing Company and Hawaii Nui Brewing Company is not significant. In
2006, Mr. Shindo founded Kai Sensors, Inc., a privately held company formed to
explore business opportunities related to medical devices, where he continues to
serve as Chairman of the Board of Directors. Mr. Shindo’s time commitment to Kai
Sensors, Inc. is not significant.  Mr. Shindo devotes substantially
all of his time to the management of Hoku Scientific. Mr. Shindo has a B.A. in
Accounting from the University of Washington and an M.B.A. from the Darden
Graduate School of Business Administration at the University of
Virginia.




Karl M. Taft III, one of our
founders, has served as our Chief Technology Officer since March 2001 and a
member of our board of directors since August 2001. From October 1996 to March
2001, Mr. Taft held various positions at PCC Structurals, Inc., a manufacturer
of titanium casting parts, including Lead Manager for Research and Development,
Industrial Engineer and Research Chemist. In 2000, Mr. Taft was an Adjunct
Professor at Portland State University. Mr. Taft has a B.A. in Chemistry from
Pacific University, an M.S. in Environmental Science and Engineering from Oregon
Graduate Institute and an M.B.A. from Portland State University.




Darryl S. Nakamoto has served
as our Chief Financial Officer and Treasurer since January 2005 and our
Secretary since March 2005. From January 2003 to December 2004, Mr. Nakamoto was
a finance analyst for Frito-Lay of Hawaii, a division of PepsiCo, Inc. From May
2002 to January 2003, Mr. Nakamoto was not employed. From March 2001 to May
2002, Mr. Nakamoto was a sales and marketing executive for Syntera Solutions,
the software development and document management division of Profitability of
Hawaii, Inc., a software company. From April 2000 to February 2001, he served as
the regional director of Activitymax, Inc., a travel reservation software
company. From December 1996 to March 2000, Mr. Nakamoto was an accountant at
KPMG LLP, an accounting firm, where he most recently was a senior accountant.
Mr. Nakamoto has a B.A. in Accounting and Finance from the University of
Washington and is a certified public accountant.




Scott B. Paul has served as
our Chief Operating Officer since November 2008.  Previously, he
served as Vice President, Business Development and General Counsel from July
2003 to November 2008. Mr. Paul was also our Secretary from November 2004 to
March 2005. From June 2002 to June 2003, Mr. Paul was Associate General Counsel
and Director of Business Development at Read-Rite Corporation, a component
supplier for hard disk and tape drives. From April 2000 to June 2002, he was an
attorney in the Business and Technology Group at Brobeck, Phleger & Harrison
LLP, a law firm. From October 1999 to April 2000, Mr. Paul was an attorney in
the Business Solutions Group at Reed Smith Crosby Heafey, LLP, a law firm, and
from October 1998 to October 1999, he was an attorney at Ropers, Majeski, Kohn
& Bentley, a law firm. Mr. Paul has a B.A. in Psychology from the University
of California, Los Angeles and a J.D. from Santa Clara University School of
Law.




Section 16(a)
Beneficial Ownership Reporting Compliance




Section 16(a)
of the 1934 Act requires Hoku’s directors and executive officers, and persons
who own more than ten percent of a registered class of Hoku’s equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of our Common Stock and other equity securities of Hoku. Officers,
directors and greater than ten percent stockholders are required by SEC
regulations to furnish Hoku with copies of all Section 16(a) forms they
file.




To Hoku’s
knowledge, based solely on a review of the copies of such reports furnished to
Hoku and written representations that no other reports were required, during the
fiscal year ended March 31, 2009, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with.




Code
of Business Conduct and Ethics




We have
adopted a Code of Business Conduct and Ethics, or the Code, which applies to all
our officers, directors and employees. Among other matters, the Code is designed
to promote:




•
            honest
      and ethical conduct;




•
            avoidance
      of conflicts of interest;




•
            full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that we file with, or submit to, the SEC and in our other public
      communications;




•
            compliance
      with applicable governmental laws and
  regulations;




•
            prompt
      internal reporting of violations of the code to an appropriate person or
      persons identified in the Code; and




•
            accountability
      for adherence to the Code.




The Code
is available on our corporate website at www.hokucorpc.com under
“Company Information” in the “Corporate Governance” section. If we make any
substantive amendments to the Code or grant any waiver from a provision of the
Code to any executive officer or director, we will promptly disclose the nature
of the amendment or waiver on our website.




5




Audit
Committee




Our
Board of Directors currently has a standing Audit Committee. The Audit Committee
was established in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended.  The current members of the Audit
Committee are Dean K. Hirata (Chairman), Kenton T. Eldridge, and Karl E.
Stahlkopf. Our Board of Directors has determined that Mr. Hirata, the Chairman
of the Audit Committee, qualifies as an "audit committee financial expert" as
defined by the regulations of the SEC.  Our Board of Directors has
determined that each member of the Audit Committee meets the independence
criteria for audit committee membership prescribed by NASDAQ and SEC rules and
regulations.




Our Audit Committee is responsible for,
among other things:




•
            overseeing
      and monitoring:




•
            our
      corporate accounting and financial reporting practices and the audits of
      our financial statements;




•
            our
      systems of internal accounting and financial
  controls;




•
            the
      quality and integrity of our financial statements and
    reports;




•
            the
      qualifications, independence and performance of our independent registered
      public accounting firm;




•
            appointing
      an independent registered public accounting firm to audit our financial
      statements;




•
            preparing
      the Audit Committee report that the rules and regulations of the SEC
      require be included in our annual proxy
  statement;




•
            providing
      our Board of Directors with the results of its monitoring and
      recommendations; and




•
              providing
      our Board of Directors with additional information and materials as it
      deems necessary to make our Board aware of significant financial matters
      that require the attention of our
Board.





Item 11.
            Executive
      Compensation




COMPENSATION
DISCUSSION AND ANALYSIS




Compensation
Philosophy




Our
executive compensation policies and practices are established and administered
by the independent members of our Board of Directors, which currently include
Messrs. Eldridge and Hirata and Dr. Stahlkopf, or collectively, the
Independent Members. The Independent Members have implemented compensation
policies, plans and programs that seek to enhance stockholder value by aligning
the financial interests of our executive officers with those of our
stockholders. The overall goal of the Independent Members is to develop
compensation practices that allow us to attract and retain the people needed to
define, create and market industry-leading products. We only have four executive
officers, each of whom for SEC reporting purposes is considered a named
executive officer.




To
achieve our goals, the Independent Members have approved executive compensation
that is based on a combination of cash and equity compensation. We provide
equity-based compensation pursuant to our 2005 Equity Incentive Plan. The 2005
Equity Incentive Plan is designed to provide a longer-term incentive to
management to increase revenues, provide quality returns on investment, enhance
stockholder value and contribute to our long-term growth. We also have,
historically, paid cash and stock incentive payments to executive officers based
on meeting performance goals, but such cash incentive payments were declined by
our executive officers in fiscal 2009 and will not be offered in
2010.  In fiscal 2010, the Independent Members have included a
retention payment to be given to each of our executive officers to complement
conservative base salaries and to retain senior management during a critical
period.




The
Independent Members have not adopted any formal guidelines for allocating total
compensation between cash and equity compensation. We believe that performance
and equity-based compensation are important components of the total executive
compensation package for maximizing stockholder value while, at the same time,
attracting, motivating, and retaining high-quality executives. The Independent
Members determined that due to the elimination of cash incentive payments for
fiscal 2010 and the uncertainty regarding our future performance and ability to
continue as a going concern, it was necessary to provide the officers with a
periodic cash retention payment and a restricted stock grant which would vest
throughout the remainder of fiscal 2010 in order to remove some of the
uncertainty around the executive officers’ total compensation, complement
conservative base salaries (which remained unchanged in fiscal 2010) and help to
ensure that our senior management team remained intact during a critical period.
The Independent Members determined that Messrs. Paul, Nakamoto and Taft would be
eligible to receive a cash retention payment in fiscal 2010 equal to $40,000 in
the aggregate.  Mr. Shindo would be eligible to receive a cash payment
equal to $100,000 in the aggregate.  The retention payment would be
paid in four equal installments in each of July, September, December and March
of fiscal 2010.




In
addition to the cash retention payment, three days following our first quarter
2010 earnings call, each of Messrs. Nakamoto and Taft are eligible to receive a
restricted stock award of 40,000 shares of our Common Stock, Mr. Paul is
eligible to receive a restricted stock award of 50,000 shares of our Common
Stock and Mr. Shindo is eligible to receive a restricted stock award of 60,000
shares of our Common Stock, in each case pursuant to our 2005 Equity Incentive
Plan, and vesting in two equal installments on each of January 31, 2010 and July
31, 2010.  In order for an executive officer to be eligible to receive
either of the cash or stock retention payment, the executive officer must
continue to be our employee as of the date that the retention payment is to be
awarded.




6




Annual
Review of Cash and Equity Compensation




We
conduct an annual review of the aggregate level of our executive compensation,
as well as the mix of elements used to compensate our executive officers. The
Independent Members have historically taken into account publicly-available data
relating to the compensation practices and policies of other companies within
and outside our industry. We have not historically benchmarked our executive
compensation against any peer companies; however, in fiscal 2007, the
Independent Members reviewed data derived from the 2006 Radford Executive Survey
in connection with their review of our executive compensation. In the fourth
quarters of fiscal 2007 and fiscal 2009, the Independent Members retained Watson
Wyatt, a compensation consultant, to assist the Independent Members in their
review of our executive compensation policies and procedures. Watson Wyatt has
not been retained to provide any other services to us. Our Independent Members
may in the future retain the services of third-party executive compensation
specialists from time to time, as they see fit, in connection with the
establishment of cash and equity compensation and related policies going
forward.




Compensation
Components




Historically,
our executive compensation has been based on three components: (1) base salary,
(2) cash incentive payments and (3) equity awards, each of which is intended to
support the overall compensation philosophy.  In fiscal 2010, however,
our executive compensation excludes any cash incentive payments, but will
include a retention payment to help retain key management during this critical
period of uncertainty regarding our future performance and ability to continue
as a going concern and to compliment the overall compensation
philosophy.




Base
Salary




The
Independent Members recognize the importance of maintaining compensation levels
competitive with other leading technology companies and other publicly-traded
companies in Hawaii with which we compete for personnel. The Independent Members
have historically maintained the base salary component of executive compensation
at levels they believe to be below industry medians, other than for our Chief
Executive Officer commencing in fiscal 2009, and compensated for the lower
salaries with performance-based cash incentive payments (which were declined by
our executive officers in fiscal 2009 and will not be offered in fiscal 2010)
and equity awards as discussed below. The Independent Members review with the
President and Chief Executive Officer an annual salary plan for our executive
officers. The annual salary plan is modified as deemed appropriate and approved
by the Independent Members. The annual salary plan also takes into account past
performance and expected future contributions of the individual executive
officer. We do not apply specific formulas to determine base salary
increases.  The Independent Members did not approve any increase in
the base salaries of our executive officers in fiscal 2010.




Cash
Incentive Payments




We
historically utilized cash incentive payments to reward performance achievements
within a time horizon of approximately one year. The cash incentive payments are
intended to compensate executive officers for achieving corporate objectives and
for achieving what the Independent Members believe to be value-creating
individual objectives, each as proposed by management. Our cash incentive
payments are paid in cash in an amount reviewed and approved by the Independent
Members. Final determinations as to cash incentive payments are in part based on
the achievement of these corporate or individual objectives, as well as an
assessment as to our overall success and the development of our business. In
reviewing the performance of each executive officer, the Independent Members
also consider each executive officer’s level of leadership, teamwork and general
participation in the development of employees who report to the executive
officer. These corporate and individual objectives, and the proportional
emphasis placed on each objective may vary, from time to time, depending on our
overall strategic objectives, but relate generally to factors such as revenue
targets, progression of existing products under development, execution on our
strategic solar initiatives and financial factors such as raising capital and
improving our results of operations.  No cash incentive payments were
granted in fiscal 2009 as the executive officers declined their fiscal 2009 cash
incentive payments.  In fiscal 2010, in lieu of a cash incentive
payment, the Independent Members determined that the executive compensation
would include a retention payment to help retain key management during this
critical period of uncertainty regarding our future performance and ability to
continue as a going concern and to compliment the overall compensation
philosophy.




Equity
Awards




We
believe that superior long-term performance is achieved through an ownership
culture that encourages performance by our executive officers through the use of
stock and stock-based awards. Our 2005 Equity Incentive Plan has been
established to provide our employees, including our executive officers, with
incentives to help align those employees’ interests with the interests of our
stockholders. We have not adopted stock ownership guidelines, and, other than
for our co-founders, Messrs. Shindo and Taft, our 2005 Equity Incentive Plan has
provided the principal method for our executive officers to acquire equity in
Hoku. Long-term equity incentives are provided through grants of stock options
and/or restricted stock awards to executive officers and other employees
pursuant to our 2005 Equity Incentive Plan. This component of compensation is
intended to retain and motivate employees to improve the performance of our
Common Stock. Stock options are granted at not less than fair market value and
have value only if our stock price increases. All stock options to our
employees, including executive officers, and to our directors since fiscal 2006
were granted at the closing price of our Common Stock as reported on the NASDAQ
Global Market for the trading day on the date of grant. Under our current
practice, we do not grant stock option or restricted stock awards to our
executive officers and our employees at times when we are in possession of
material non-public information. Mr. Shindo, our President and Chief Executive
Officer, may grant stock options for up to an aggregate of 66,666 shares per
fiscal quarter to employees, other than executive officers, pursuant to
authority delegated to him by the Board of Directors.




7




In
February 2007, the Independent Members determined that our named executive
officers, except for our President and Chief Executive Officer, would be
eligible to receive stock option grants of our Common Stock in fiscal 2008 and
2009, respectively, pursuant to our 2005 Equity Incentive Plan. Each stock
option grant was to be issued on the third business day following the
announcement of our results for the applicable fiscal year, subject to certain
limitations. In March 2008, the Independent Members determined that our named
executive officers, except for our President and Chief Executive Officer, would
receive grants of restricted stock of our Common Stock in each of fiscal 2008
and 2009 pursuant to our 2005 Equity Incentive Plan, in lieu of the grant of
previously approved stock options which were never issued.  Each
restricted stock grant for fiscal 2008 and fiscal 2009 was issued on May 16,
2008 and June 16, 2009, respectively, which was the third business day following
the announcement of our results for the applicable fiscal year. The restricted
stock award is included as part of compensation in the fiscal year in which the
stock award was granted which is fiscal 2009 and 2010, respectively, however,
the restricted stock awards were related to the respective fiscal 2008 and 2009
executive compensation packages.  Authority to make restricted stock
grants to executive officers rests with the Independent Members, although, the
Independent Members do consider the recommendations of our President and Chief
Executive Officer for executive officers other than himself.




Retention
Payment




On July
27, 2009, the Independent Members determined that due to the elimination of cash
incentive payments for fiscal 2010 and the uncertainty regarding our future
performance and ability to continue as a going concern, it was necessary to
provide the officers with a periodic cash retention payment and a restricted
stock grant which would vest throughout the remainder of fiscal 2010 in order to
remove much of the uncertainty around the executive officers’ total
compensation, complement conservative base salaries (which remained unchanged in
fiscal 2010) and help to ensure that our senior management team remained intact
during a critical period.   The Independent Members determined
that Messrs. Paul, Nakamoto and Taft would be eligible to receive a cash
retention payment in fiscal 2010 equal to $40,000 in the
aggregate.  Mr. Shindo would be eligible to receive a cash payment
equal to $100,000 in the aggregate.  The retention payment would be
paid in four equal installments in each of July, September, December and March
of fiscal 2010.




In
addition to the cash retention payment, three days following our quarterly
earnings call, each of Messrs. Nakamoto and Taft are eligible to receive a
restricted stock award of 40,000 shares of our Common Stock, Mr. Paul is
eligible to receive a restricted stock award of 50,000 shares of our Common
Stock and Mr. Shindo is eligible to receive a restricted stock award of 60,000
shares of our Common Stock, in each case pursuant to our 2005 Equity Incentive
Plan, and vesting in two equal installments on each of January 31, 2010 and July
31, 2010.  In order for an executive officer to be eligible to receive
either of the cash or stock retention payment, the executive officer must
continue to be our employee as of the date that the retention payment is to be
awarded.




Fiscal
2009 Compensation Decisions and Plans




Base
Salary




The base
salaries of Mr. Nakamoto, our Chief Financial Officer, Treasurer and
Secretary, Mr. Paul, our Chief Operating Officer, and Mr. Taft, our
Chief Technology Officer increased by 33.3%, from $90,000 to $120,000 in fiscal
2009.  This increase was designed to compensate the officers to be
more in line with the compensation levels based on a consultation with Watson
Wyatt; however, the Independent Members have maintained the base salary
component of executive compensation at levels they believe to be below industry
medians.  In July 2009, the Independent Members determined not to
increase the annual base salaries of any of Mr. Shindo, our President and
Chief Executive Officer, Mr. Nakamoto, Mr. Paul, or Mr. Taft and to
keep base salaries for our executive officers at the same amounts for fiscal
2010.




Restricted
Stock Awards




In
February 2007, the Independent Members determined that Messrs. Nakamoto,
Paul and Taft would be eligible to receive stock option grants for 18,000,
18,000 and 24,000 shares, respectively, of our Common Stock in fiscal 2008 and
2009, respectively, pursuant to our 2005 Equity Incentive Plan. Each stock
option grant was to be issued on the third business day following the
announcement of our results for the applicable fiscal year, subject to certain
limitations. Each option grant was to vest monthly over a one-year period,
commencing on April 1, 2011 for the fiscal 2008 option grant and
April 1, 2012 for the fiscal 2009 option grant. In March 2008, the
Independent Members determined that each of Messrs. Nakamoto, Paul and Taft
would receive a grant of restricted stock for 12,000, 12,000 and 16,000 shares,
respectively, of our Common Stock in each of fiscal 2008 and 2009 pursuant to
our 2005 Equity Incentive Plan, in lieu of the grant of previously approved
stock options which were never issued.  Each restricted stock grant
for fiscal 2008 and fiscal 2009 was issued on May 16, 2008 and June 16, 2009,
which was the third business day following the announcement of our results for
the applicable fiscal year. Each restricted stock grant shall vest quarterly
over a one-year period, commencing on April 1, 2010 for the May 2008
restricted stock grant and April 1, 2011 for the June 2009 restricted stock
grant.  The restricted stock award is included as part of compensation
in the fiscal year in which the stock award was granted which is fiscal 2009 and
2010, respectively; however, the restricted stock awards were related to the
respective fiscal 2008 and 2009 executive compensation packages.  In
order for an executive officer to be eligible to receive a restricted stock or
stock option grant in the applicable fiscal year, the executive officer must
continue to be our employee as of the last day of the applicable fiscal year and
on the applicable date of grant. Each restricted stock or stock option grant
described above will be subject to accelerated vesting such that 50% of the
unvested shares subject to each such restricted stock or stock option grant will
automatically vest upon the consummation of a change of control of Hoku in the
event that the executive officer’s employment with us is terminated without
cause or the executive officer terminates his employment with us voluntarily for
good reason within twelve months following a change of control, subject to the
execution of a general release in favor of Hoku.




8




Fiscal
2010 Incentive Compensation Plan




On July 27, 2009, the Independent
Members approved for fiscal 2010 (1) the base salary and (2) the retention
payment.  The named executive officers, except for our President and
Chief Executive Officer, were each granted a restricted stock award in June
2009, and such grant is included as part of compensation for fiscal 2010;
however, the restricted stock awards were related to the fiscal 2009 executive
compensation package.




Name
                        
                        Fiscal
                          2010
                          Base
                          Salary($)
                        
                        
                        Fiscal
      2010
                          Retention
                          Payment ($)(1)
                        
                        
                        Total
      Cash ($)
                        
                        
                        Fiscal 2010 Restricted
                          Stock(#)(2)Dustin
      M. Shindo
                        
                        
                        380,000
                        
                        
                        
                        100,000
                        
                        
                        
                        480,000
                        
                        
                        
                        60,000Darryl
      S. Nakamoto
                        
                        
                        120,000
                        
                        
                        
                        40,000
                        
                        
                        
                        160,000
                        
                        
                        
                        52,000Scott
      B. Paul
                        
                        
                        120,000
                        
                        
                        
                        40,000
                        
                        
                        
                        160,000
                        
                        
                        
                        62,000Karl
      M. Taft III
                        
                        
                        120,000
                        
                        
                        
                        40,000
                        
                        
                        
                        160,000
                        
                        
                        
                        56,000




(1)
              The
      executive officers named above will be entitled to receive a retention
      payout of $40,000 in the aggregate for each of Messrs. Paul, Nakamoto and
      Taft, and $100,000 for Mr. Shindo in four equal installments, which will
      be paid during each of July, September, December and March of fiscal
      2010.(2)
              The
      executive officers named above will be eligible to receive a restricted
      stock grant for the number shares of our Common Stock stated above in
      fiscal 2010 pursuant to our 2005 Equity Incentive Plan.  The
      first restricted stock award of 12,000 shares for Messrs. Nakamoto and
      Paul, and 16,000 shares for Mr. Taft, was issued on June 16, 2009, the
      third business day following the announcement of our results for fiscal
      2009. Each restricted stock grant shall vest quarterly over a one-year
      period, commencing on April 1, 2011. The restricted stock awards are
      included as part of compensation in fiscal year 2010; however, the
      restricted stock awards were related to the fiscal 2009 executive
      compensation package.  As part of the retention payment, the
      remaining restricted stock awards of 40,000 shares for Messrs. Nakamoto
      and Taft, 50,000 shares for Mr. Paul, and 60,000 shares for Mr. Shindo,
      will be issued three days following our first quarter 2010 earnings
      call.  The remaining restricted stock awards will vest in two
      equal parts, in each of January and July 2010.  In order for an
      executive officer to be eligible to receive a restricted stock grant in
      the applicable fiscal year, the executive officer must continue to be our
      employee as of the last day of the applicable fiscal year and on the
      applicable date of grant. Each restricted stock grant described above will
      be subject to accelerated vesting such that 50% of the unvested shares
      subject to each such grant will automatically vest upon the consummation
      of a change of control of Hoku in the event that the executive officer’s
      employment with us is terminated without cause or the executive officer
      terminates his employment with us voluntarily for good reason within
      twelve months following a change of control, subject to the execution of a
      general release in favor of
Hoku.




9




The
Independent Members also approved the payment of personal expenses incurred by
Mr. Shindo not to exceed $10,000 for fiscal 2010 and the hiring of hourly
employee(s) to assist Mr. Shindo with personal responsibilities. The
expected cost of the wages is expected to be less than $35,000 per fiscal year.
We will pay the associated wages of this assistant(s) and will gross up
Mr. Shindo’s compensation to cover the personal income tax expense incurred
by Mr. Shindo in connection with these arrangements.




The
Independent Members also approved having one of our employees spend a portion of
his time assisting Mr. Taft with personal matters. We will pay the
associated wages of this assistant and will gross up Mr. Taft’s
compensation to cover the personal income tax expense incurred by Mr. Taft
in connection with this arrangement.




Indemnification
Agreement and D&O Liability Insurance




We have
entered into, and expect to continue to enter into, agreements to indemnify our
directors and executive officers as determined by the Board of Directors. These
agreements provide for indemnification for related expenses including attorneys’
fees, judgments, fines and settlement amounts incurred by any of these
individuals in any action or proceeding. We believe that indemnification
agreements are necessary to attract and retain qualified persons as directors
and executive officers. We also maintain directors’ and officers’ liability
insurance for the benefit of such persons.




Benefits




We also
provide the following benefits to our executive officers, generally on the same
basis provided to all of our employees:





•
                    
                    health,
      dental and vision insurance;•
                    
                    medical
      and dependent care flexible spending account;•
                    
                    workers’
      compensation benefits; and•
                    
                    short-and
      long-term disability, accidental death and dismemberment
      benefits.




We
believe these benefits are consistent with companies with which we compete for
employees. We also pay the medical premiums of the families of the executive
officers as long as such family members did not have medical coverage separately
available pursuant to another company-sponsored plan.




Stock
Ownership Guidelines




While we
believe equity ownership directly aligns the risk profile of our executive
officers with that of the stockholders we have not at this time adopted any
stock ownership guidelines for our executive officers.




Accounting
and Tax Considerations




Section 162(m)
of the Internal Revenue Code, as amended, limits the amount that we may deduct
from our taxes for compensation paid to our three most highly compensated
officers (other than our chief financial officer) to $1,000,000 per person per
year, unless certain requirements are met. Section 162(m) provides
exceptions from the application of the $1,000,000 limit for certain forms of
“performance-based” compensation as well as for gain recognized by an officer
upon the exercise of qualifying compensatory stock options. We believe that the
stock options we have granted in the past have satisfied the exceptions provided
under Section 162(m) from the $1,000,000 limit. While the Independent
Members have not adopted a formal policy regarding the tax deductibility of
compensation paid to our executive officers, the Independent Members intend to
consider the tax deductibility of compensation under Section 162(m) as a
factor in future compensation decisions.




We
adopted SFAS No. 123(R) on April 1, 2005.
SFAS No. 123(R) establishes accounting for stock-based awards
exchanged for employee services. Accordingly, stock-based compensation cost is
measured at the grant date, based on the fair value of the awards, and is
recognized as an expense over the requisite employee service period. The
compensation committee has determined to retain for the foreseeable future our
stock option program as the sole component of our long-term compensation
program, and, therefore, to record this expense on an ongoing basis according to
SFAS No. 123(R).


10




REPORT
OF THE INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION




The
material in this report is not “soliciting material,” is not deemed “filed” with
the SEC, and is not to be incorporated by reference into any filing of Hoku
Scientific, Inc. under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, whether made before or after the date hereof
and irrespective of any general incorporation language contained in such
filing.




Our
executive compensation policies and practices are established and administered
by the independent members of our Board of Directors, which include
Mr. Eldridge, Mr. Hirata and Dr. Stahlkopf, collectively the
Independent Members. Our Board of Directors has adopted a Compensation Policy
which clearly states the duties and responsibilities of the Independent Members
with respect to executive compensation policies and practices. Our compensation
policy may be found at www.hokucorp.com under
“Company Information” in the “Corporate Governance” section.




The
Independent Members have reviewed and discussed the Compensation Discussion and
Analysis with management. Based on their review and discussion, the Independent
Members recommended to the Board of Directors that the Compensation Discussion
and Analysis be included in this Proxy Statement due to its content, which
accurately reflects our compensation program philosophy and our total
compensation program as designed by the Independent Members.




INDEPENDENT
MEMBERS OF THE BOARD OF DIRECTORS




Kenton T.
Eldridge


Karl E.
Stahlkopf


Dean K.
Hirata




Compensation
Committee Interlocks and Insider Participation




We do not
have a separate compensation committee. None of our executive officers currently
serves, or has served during fiscal 2009, on the compensation committee or board
of directors of any other entity that has one or more executive officers serving
as a member of our Board of Directors.


11




EXECUTIVE
COMPENSATION




The
following table shows for fiscal 2009, compensation awarded or paid to, or
earned by, our Chief Executive Officer, Chief Financial Officer and our other
two most highly compensated executive officers.  We refer to such
persons as our named executive officers.




Summary
Compensation Table


Name and Principal
                                                  Position
                                                
                                                Year
                                                
                                                Salary ($)
                                                
                                                
                                                Stock
                                                  Awards ($)(1)
                                                
                                                
                                                Options
                                                  Awards
                                                  ($)(2)
                                                
                                                
                                                Non-Equity
                                                  Incentive Plan
                                                  Compensation
                                                  ($)
                                                
                                                
                                                All Other
                                                  Compensation
                                                  ($)
                                                
                                                
                                                Total ($)Dustin
      M. Shindo
                                                
                                                2009
                                                
                                                
                                                380,000
                                                
                                                
                                                
                                                438,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                59,129
                                                (3)
                                                
                                                
                                                877,129President
      and
                                                
                                                2008
                                                
                                                
                                                380,000
                                                
                                                
                                                
                                                438,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                760,000
                                                
                                                
                                                
                                                52,944
                                                (5)
                                                
                                                
                                                1,630,944Chief Executive
      OfficerDarryl
      S. Nakamoto
                                                
                                                2009
                                                
                                                
                                                120,000
                                                
                                                
                                                
                                                29,859
                                                
                                                
                                                
                                                137,520
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                556
                                                (4)
                                                
                                                
                                                287,935Chief
      Financial Officer,
                                                
                                                2008
                                                
                                                
                                                90,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                180,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                270,000Treasurer
      and SecretaryScott
      B. Paul
                                                
                                                2009
                                                
                                                
                                                120,000
                                                
                                                
                                                
                                                29,859
                                                
                                                
                                                
                                                90,096
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                7,227
                                                (4)
                                                
                                                
                                                247,182Chief
      Operating Officer
                                                
                                                2008
                                                
                                                
                                                90,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                180,000
                                                
                                                
                                                
                                                6,587
                                                (4)
                                                
                                                
                                                276,587Karl
      M. Taft, III
                                                
                                                2009
                                                
                                                
                                                120,000
                                                
                                                
                                                
                                                39,812
                                                
                                                
                                                
                                                28,796
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                947
                                                (4)
                                                
                                                
                                                189,555Chief
      Technology Officer
                                                
                                                2008
                                                
                                                
                                                90,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                180,000
                                                
                                                
                                                
                                                3,929
                                                (6)
                                                
                                                
                                                273,929


(1)
                      The
      amounts shown in this column reflect the dollar amount recognized for
      financial statement reporting purposes for fiscal 2009, in accordance with
      SFAS No. 123(R) for restricted stock granted in fiscal 2009 and in
      prior years. The assumptions used in the calculation of these amounts are
      included in Note 6, “Stockholders’ Equity—Stock-Based Compensation”
      to our audited consolidated financial statements contained in our Annual
      Report on Form 10-K for the year ended March 31, 2009. The amounts shown
      exclude the impact of estimated forfeitures related to service-based
      vesting conditions.(2)
                      The
      amounts shown in this column reflect the dollar amount recognized for
      financial statement reporting purposes for fiscal 2009, in accordance with
      SFAS No. 123(R) for stock options granted prior to fiscal 2009. The
      assumptions used in the calculation of these amounts are included in
      Note 6, “Stockholders’ Equity—Stock-Based Compensation” to our
      audited consolidated financial statements contained in our Annual Report
      on Form 10-K for the year ended March 31, 2009.  The amounts
      shown exclude the impact of estimated forfeitures related to service-based
      vesting conditions.(3)
                      This
      amount includes $51,145 in fringe benefits and $7,984 for medical
      benefits.(4)
                      Represents
      amount for medical benefits.(5)
                      This
      amount includes $45,571 in fringe benefits and $7,373 for medical
      benefits.(6)
                      This
      amount includes $1,445 in fringe benefits and $2,484 for medical
      benefits.


12


Grants
of Plan-Based Awards in Fiscal 2009




Name
              
              Grant
                Date
              
              Approval
                Date
      of
                Grant
      (1)
              
              Payouts
      Under
                Non-Equity
                Incentive
      Plan
                Awards
              
              Estimated
      Future
                Payouts
      Under
                Equity
      Incentive
                Plan
      Awards(1)
              
              All
      Other
                Stock
                Awards:
                Number
      of
                shares
      of stock or units(#)(2)
              
              Exercise
                or
      Base
                Price
      of
                Option
      Awards
                ($/Sh)
              
              Grant
                Date Fair
                Value
      of
                Stock and
                Option
      Awards
                ($)(3)Threshold
                ($)
              
              Target
                ($)
              
              Maximum
                ($)
              
              Threshold
                (#)
              
              Target
                (#)
              
              Maximum
                (#)Darryl S. Nakamoto
              
              5/16/08
              
              2/07/07
              
              —
              
              
              —
              
              
              —
              
              —
              
              
              
              
              
              12,000
              
              
              —
              
              
              101,520Scott
      B. Paul
              
              5/16/08
              
              2/07/07
              
              —
              
              
              —
              
              
              —
              
              —
              
              
              
              
              
              12,000
              
              
              —
              
              
              101,520Karl
      M. Taft III
              
              5/16/08
              
              2/07/07
              
              —
              
              
              —
              
              
              —
              
              —
              
              
              
              
              
              16,000
              
              
              —
              
              
              135,360





(1)
                In
      February 2007, the Independent Members determined that Mr. Nakamoto,
      Mr. Paul and Mr. Taft would be eligible to receive stock option
      grants for 18,000, 18,000 and 24,000 shares, respectively, of our Common
      Stock in fiscal 2008 pursuant to our 2005 Equity Incentive Plan. Each
      stock option grant was to be issued on the third business day following
      the announcement of our results for the applicable fiscal year, subject to
      certain limitations. Each option grant was to vest monthly over a one-year
      period, commencing on April 1, 2011 for the fiscal 2008 option grant.
      In March 2008, the Independent Members determined that Mr. Nakamoto,
      Mr. Paul and Mr. Taft would receive grants of restricted stock
      of 12,000, 12,000 and 16,000 shares, respectively, of our Common Stock in
      fiscal 2008 pursuant to our 2005 Equity Incentive Plan, in lieu of the
      grant of previously approved stock options which were never
      issued.  Each restricted stock grant for fiscal 2008 was issued
      on May 16, 2008, which was the third business day following the
      announcement of our results for fiscal 2008.(2)
                Represents
      restricted stock granted under our 2005 Equity Incentive Plan. Restricted
      stock allows the holder to exercise the rights to one or more shares of
      our Common Stock over a vesting period. Restricted stock rights generally
      terminate after termination of an employee’s service.(3)
                Represents
      the closing price of our Common Stock of $8.46 on May 16, 2008, as
      reported on the NASDAQ Global Market, multiplied by the applicable amount
      of restricted stock.  Excludes the impact of estimated
      forfeitures based on service-based vesting
  conditions.




13





Outstanding
Equity Awards at Fiscal 2009 Year End




Option awards
                                            
                                            Stock awardsName
                                            
                                            Number of
                                              securities
                                              underlying
                                              unexercised
                                              options (#)
                                              exercisable
                                              (1)
                                            
                                            
                                            Number of
                                              securities
                                              underlying
                                              unexercised
                                              options (#)
                                              unexercisable
                                              (2)
                                            
                                            
                                            Option
                                              exercise
                                              price ($)
                                            
                                            Option
                                              expiration
                                              date
                                            
                                            Number of
                                              shares or
                                              units of
                                              stock that
                                              have not
                                              vested (#)
                                            
                                            
                                            Market
                                              value of
                                              shares or
                                              units of
                                              stock
                                              that
                                              have not
                                              vested
                                              ($)
                                            
                                            
                                            Equity
                                              incentive
                                              plan
                                              awards:
                                              Number
                                              of
                                              unearned
                                              shares,
                                              units or
                                              other
                                              rights that
                                              have not
                                              vested (#)
                                            
                                            
                                            Equity
                                              incentive
                                              plan
                                              awards:
                                              Market or
                                              payout
                                              value of
                                              unearned
                                              shares,
                                              units or
                                              other
                                              rights that
                                              have not
                                              vested
                                              ($)(6)Dustin
      M. Shindo (3)
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —Darryl
      S. Nakamoto
                                            
                                            
                                            27,667
                                            (4)
                                            
                                            
                                            —
                                            
                                            
                                            $
                                            0.525
                                            
                                            01/24/15
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            12,000
                                            
                                            
                                            $
                                            30,60060,000
                                            (5)
                                            
                                            
                                            —
                                            
                                            
                                            
                                            2.60
                                            
                                            07/24/16
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —Scott
      B. Paul
                                            
                                            
                                            27,500
                                            (4)
                                            
                                            
                                            —
                                            
                                            
                                            
                                            0.075
                                            
                                            07/18/13
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            12,000
                                            
                                            
                                            $
                                            30,60020,000
                                            (4)
                                            
                                            
                                            —
                                            
                                            
                                            
                                            0.15
                                            
                                            04/12/14
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —33,333
                                            (4)
                                            
                                            
                                            —
                                            
                                            
                                            
                                            0.375
                                            
                                            12/13/14
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —60,000
                                            (5)
                                            
                                            
                                            —
                                            
                                            
                                            
                                            2.60
                                            
                                            07/24/16
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —Karl
      M. Taft III
                                            
                                            
                                            33,333
                                            (4)
                                            
                                            
                                            —
                                            
                                            
                                            
                                            0.075
                                            
                                            08/01/13
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            16,000
                                            
                                            
                                            $
                                            40,80060,000
                                            (5)
                                            
                                            
                                            —
                                            
                                            
                                            
                                            2.60
                                            
                                            07/24/16
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —
                                            
                                            
                                            
                                            —




(1)
            Represents
      stock options granted under our 2005 Equity Incentive Plan. Stock options
      allow the holder to purchase a share of our Common Stock at the fair
      market value per share of our Common Stock on the date of
      grant.  Each stock option has a ten year term. Stock options
      generally terminate three months after termination of an optionee’s
      service for any reason other than disability or death, 12 months after
      termination due to disability and 18 months after termination due to
      death. Vesting may accelerate pursuant to certain agreements, please see
      “Severance and Change of Control Agreements”
  below.




(2)
            All
      stock options held by our named executive officers may be exercised early
      subject to a lapsing right of repurchase in the event such executive
      officer’s service terminates.




(3)
            On
      May 11, 2007, Dustin M. Shindo, our Chairman of the Board, President and
      Chief Executive Officer, was granted a restricted stock award for 200,000
      shares of our Common Stock pursuant to our 2005 Equity Incentive Plan. The
      restricted stock award vests 1/24th per month, commencing on April 1, 2007
      and all shares were vested at March 31,
2009.




(4)
            20%
      of the shares vest on the one year anniversary of the date of grant and
      1/60th per month thereafter.




(5)
            1/36th
      of the shares will vest on a monthly basis commencing on the second
      anniversary of the date of the
grant.




(6)
            Value
      determined based on the closing price of our common stock on March 31,
      2009, the last market trading day for fiscal 2009, as reported on the
      NASDAQ Global Market, multiplied by the number of restricted stock
      awards.




14




Option
Exercises and Stock Vested




Options
      Awards
                                      
                                      
                                      Stock
      AwardsName
                                      
                                      Number
      of
                                        Shares
      Acquired on
                                        Exercise
      (#)
                                      
                                      
                                      Value
      Realized on
                                        Exercise
      ($)(7)
                                      
                                      
                                      Number of Shares
                                        Acquired on Vesting
                                        (#)(1)
                                      
                                      
                                      Value Realized on
                                        Vesting
      ($)(2)Dustin
      M. Shindo
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      100,000
                                      (3)
                                      
                                      
                                      429,582Darryl
      S. Nakamoto
                                      
                                      
                                      5,000
                                      
                                      
                                      
                                      39,125
                                      
                                      
                                      
                                      24,000
                                      (4)
                                      
                                      
                                      70,506Scott
      B. Paul
                                      
                                      
                                      12,500
                                      
                                      
                                      
                                      71,338
                                      
                                      
                                      
                                      29,333
                                      (5)
                                      
                                      
                                      103,946Karl
      M. Taft, III
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      16,111
                                      (6)
                                      
                                      
                                      35,202




(1)
                        Represents
      shares that vested during fiscal 2009 relating to previously granted stock
      options or restricted stock awards.(2)
                        Value
      determined based on the closing price of our Common Stock as reported on
      the NASDAQ Global Market on the date of vesting, less the applicable
      exercise price in the case of options, or sales price in the case of
      restricted stock awards, multiplied by the number of options/restricted
      awards vested during fiscal 2009. Amounts exclude values that are realized
      upon vesting.(3)
                        Represents
      a restricted stock award granted on May 11, 2007.(4)
                        Represents
      10,667 and 13,333 options vested for options granted on January 24, 2005
      and July 24, 2006, respectively, with an exercise price of $0.525 and
      $2.60, respectively.(5)
                        Represents
      5,334, 4,000, 6,666 and 13,333 options vested for options granted on July
      18, 2003, April 12, 2004, December 13, 2004, and July 24, 2006,
      respectively, with an exercise price of $0.075, $0.15, $0.375, and $2.60,
      respectively.(6)
                        Represents
      2,778 and 13,333 options vested for options granted on August 1, 2003 and
      July 24, 2006, respectively, with an exercise price of $0.075 and $2.60,
      respectively.(7)
                        Value
      determined based on the closing prices of our Common Stock as reported on
      the NASDAQ Global Market on the date of exercise, less the exercise price,
      multiplied by the number of options
exercised.


15




Pension
Benefits




Our named
executive officers did not participate in, or otherwise receive any benefits
under, any pension or retirement plan sponsored by us during fiscal
2009.




Nonqualified
Deferred Compensation




Our named
executive officers did not earn any nonqualified compensation benefits from us
during fiscal 2009.




Employment
Agreements




We have
not entered into employment agreements with any of our named executive
officers.




Severance
and Change of Control Agreements




The
following provides information regarding termination of employment and change of
control arrangements with our named executive officers as of March 31,
2009.




Darryl
S. Nakamoto




Darryl S.
Nakamoto, our Chief Financial Officer, Treasurer and Secretary, was granted a
stock option to purchase 53,333 shares of our Common Stock at an exercise price
of $0.525 per share in January 2005. In July 2006, Mr. Nakamoto was granted a
stock option to purchase 60,000 shares of our Common Stock at an exercise price
of $2.60 per share. In May 2008, Mr. Nakamoto was granted a restricted stock
award of 12,000 shares of our Common Stock.  The stock option and
restricted stock agreements are subject to accelerated vesting, such that 50% of
the unvested shares subject to such stock option shall automatically vest upon
the consummation of a change of control of Hoku in the event that
Mr. Nakamoto’s employment with us is terminated without cause or
Mr. Nakamoto terminates his employment with us voluntarily for good reason
within twelve months following a change of control, subject to his execution of
a general release in favor of Hoku.




Scott
B. Paul




Scott B.
Paul, our Chief Operating Officer, was granted a stock option to purchase 80,000
shares of our Common Stock at an exercise price of $0.075 per share in July
2003. In April 2004, Mr. Paul was granted a stock option to purchase 20,000
shares of our Common Stock at an exercise price of $0.15 per share. In December
2004, Mr. Paul was granted a stock option to purchase 33,333 shares of our
Common Stock at an exercise price of $0.375 per share. Each of Mr. Paul’s
stock option agreements was amended prior to our initial public offering in
August 2005 to provide that, if Mr. Paul is terminated without cause within
18 months of a change of control, 50% of his unvested shares would become vested
on the date of termination.




In July
2006, Mr. Paul was granted a stock option to purchase 60,000 shares of our
Common Stock at an exercise price of $2.60 per share. In May 2008, Mr. Paul was
granted a restricted stock award of 12,000 shares of our Common
Stock.  The stock option and restricted stock agreements are subject
to accelerated vesting, such that 50% of the unvested shares subject to such
stock option shall automatically vest upon the consummation of a change of
control of Hoku in the event that Mr. Paul’s employment with us is
terminated without cause or Mr. Paul terminates his employment with us
voluntarily for good reason within twelve months following a change of control,
subject to his execution of a general release in favor of Hoku.




Karl
M. Taft III




Karl M.
Taft, our Chief Technology Officer, was granted a stock option to purchase
33,333 shares of our Common Stock at an exercise price of $0.075 per share in
August 2003. In July 2006, Mr. Taft was granted a stock option to purchase
60,000 shares of our Common Stock at an exercise price of $2.60 per share. In
May 2008, Mr. Taft was granted a restricted stock award for 16,000 shares of our
Common Stock.  The stock option and restricted stock agreements are
subject to accelerated vesting, such that 50% of the unvested shares subject to
such stock option shall automatically vest upon the consummation of a change of
control of Hoku in the event that Mr. Taft’s employment with us is
terminated without cause or Mr. Taft terminates his employment with us
voluntarily for good reason within twelve months following a change of control,
subject to his execution of a general release in favor of Hoku.




16




The
following table describes the potential value of equity acceleration to the
named officers above upon their termination without cause within 12 and/or 18
months of a change of control of Hoku, depending on the agreement, as if such
termination had occurred on March 31, 2009:




Equity
      Acceleration
                    Termination without Cause
                      Following a Change in ControlDarryl
      S. Nakamoto
                    
                    $
                    26,100Scott
      B. Paul
                    
                    $
                    21,539Karl
      M. Taft
                    
                    $
                    20,400


(1)
              Calculated
      based on a termination without cause following a change of control as of
      March 31, 2009, and assuming a price per share of $2.55, which was the
      closing price of our Common Stock as reported on the NASDAQ Global Market
      on March 31, 2009, the last market trading day for fiscal
      2009.




Fiscal
2010 Restricted Stock Grants




Each
restricted stock grant to our named executive officers, which was granted in
June 2009 and will be granted three days after our first quarter fiscal 2010
earnings call, will be subject to accelerated vesting such that 50% of the
unvested shares subject to each such stock option will automatically vest upon
the consummation of a change of control of Hoku in the event that the executive
officer’s employment with us is terminated without cause or the executive
officer terminates his employment with us voluntarily for good reason within
twelve months following a change of control, subject to the execution of a
general release in favor of Hoku.




Compensation
of Directors




The
non-employee members of our Board are reimbursed for travel, lodging and other
reasonable expenses incurred in attending our Board or Audit Committee meetings.
Non-employee members of our Board do not currently receive cash compensation for
attending Board or Audit Committee meetings. Messrs. Shindo and Taft do not
receive any additional compensation for their service on our Board.




Each
non-employee director receives stock option grants under the 2005 Non-Employee
Directors’ Stock Option Plan, or the Directors’ Plan. Only our non-employee
directors are eligible to receive options under the Directors’ Plan. Options
granted under the Directors’ Plan are non-qualified stock options. Our
Directors’ Plan provides for the automatic grant of options to purchase shares
of our Common Stock to our non-employee directors. The exercise price of options
granted under the Directors’ Plan is 100% of the fair market value of our Common
Stock subject to the stock option on the date of grant. Each individual who
first becomes a non-employee director will receive an initial stock option grant
to purchase 20,000 shares of our Common Stock, and on the date of each annual
meeting of stockholders, each person who is then a non-employee director and has
served for at least six months prior to such annual meeting will receive an
annual option grant to purchase 6,666 shares of our Common Stock. Initial grants
vest as to 1/36th of the shares monthly over three years and annual grants vest
as to 1/12th of the shares monthly commencing on the second anniversary of the
date of grant, subject in each case to the recipient’s continued service as a
director. The term of options granted under the Directors’ Plan is 10
years.




The
Independent Members determined that the decline in share price substantially
reduced the value of equity previously awarded to the Independent
Members.  As a result, the Independent Members determined it was
necessary to provide each of the Independent Members a $15,000 fully-vested
restricted stock award.  The Independent Members determined that the
fully-vested stock award would help to remove much of the uncertainty around the
Independent Members’ compensation.  In June 9, 2008, we granted
pursuant to the 2005 Equity Incentive Plan each of Mr. Eldridge, Mr. Hirata and
Dr. Stahlkopf a fully-vested restricted stock award for 2,121 shares, which is
the approximate equivalent amount of $15,000 based on the closing price of our
Common Stock of $7.07 on June 9, 2008, as reported on the NASDAQ Global
Market.




17




During
fiscal 2009, Dr. Stahlkopf exercised his option to purchase 13,333 of our Common
Stock.  The value realized upon his exercise was $64,932, which was
determined based on the closing prices of our Common Stock as reported on the
NASDAQ Global Market on the date of exercise, less the exercise price,
multiplied by the number of options exercised. The following table outlines the
compensation paid to our non-employee directors for services rendered to us in
fiscal 2009.


Director Compensation


Name
                
                Stock
                  Awards
                  ($)(1)
                
                Option
                  Awards
                  ($)(2)(3)
                
                Total
                  ($)Kenton
      T. Eldridge
                
                14,995
                
                
                23,806
                
                38,801Dean
      K. Hirata
                
                14,995
                
                
                29,864
                
                44,859Karl
      E. Stahlkopf
                
                14,995
                
                
                23,806
                
                38,801







(1)           The
amounts shown in this column reflect the dollar amount recognized for financial
statement reporting purposes for fiscal 2009, in accordance with SFAS No. 123(R)
for restricted stock granted in fiscal 2009. The assumptions used in the
calculation of these amounts are included in Note 6, “Stockholders’
Equity—Stock-Based Compensation” to our audited consolidated financial
statements included in our Annual Report on Form 10-K for the year ended March
31, 2009. In June 9, 2008, we granted pursuant to the 2005 Equity Incentive Plan
each of Mr. Eldridge, Mr. Hirata and Dr. Stahlkopf a fully-vested restricted
stock award for 2,121 shares, which is the approximate equivalent amount of
$15,000 based on the closing price of our Common Stock of $7.07 on June 9, 2008,
as reported on the NASDAQ Global Market.




(2)           The
amounts shown in this column reflect the dollar amount of stock option expense
recognized for financial statement reporting purposes pursuant to SFAS No.
123(R) during fiscal 2009 for stock options granted to such non-employee
director in fiscal 2009 and in prior fiscal years. The assumptions made in the
valuation of the stock options are discussed in Note 6, “Stockholders’
Equity—Stock Based Compensation” to our audited consolidated financial
statements contained in our Annual Report on Form 10-K for the year ended March
31, 2009.




(3)           As
of March 31, 2009 our current non-employee directors each held an aggregate
number of stock options as follows: Mr. Eldridge 53,331 shares; Mr. Hirata
33,332 shares; and Dr. Stahlkopf 39,998 shares. During fiscal 2009, we granted
pursuant to the Directors’ Plan each of Mr. Eldridge, Mr. Hirata and Dr.
Stahlkopf a stock option for 6,666 shares at an exercise price of
$5.55.




On July
27, 2009, our Board of Directors determined that the decline in our share price
substantially reduced the value of equity previously awarded to the Independent
Members, evidenced by a majority of the stock options held by the Independent
Members being exercisable at prices which are greater than the closing price of
our Common Stock as reported on the NASDAQ Global Market on July 27, 2009 of
$2.16. Our Board of Directors determined it was necessary to provide each of the
Independent Members a $70,000 cash payment on the third business day following
our first quarter fiscal 2010 earnings call. This determination was made based
on a recommendation given by the Independent Members. Our Board of Directors
determined that the cash payment would help to retain a stable board during this
critical period of uncertainty regarding our future performance and ability to
continue as a going concern.




Item 12.        Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters




Beneficial
Ownership




The
following tables set forth, as of June 30, 2009, certain information
regarding beneficial ownership of our Common Stock by (i) each person or
entity who is known by us to own beneficially more than 5% of the outstanding
shares of our Common Stock, (ii) each of our directors, (iii) each of
our executive officers, and (iv) all of our current directors and executive
officers as a group. The following tables are based upon information supplied by
officers, directors and principal stockholders. Unless otherwise indicated in
the footnotes to these tables and subject to community property laws where
applicable, we believe that each of the stockholders named in these tables has
sole voting and investment power with respect to the shares indicated as
beneficially owned. Unless otherwise indicated, options to purchase shares of
our Common Stock that are exercisable within 60 days of June 30, 2009 are
deemed to be beneficially owned by the persons holding these options and
warrants for the purpose of computing percentage ownership of that person, but
are not treated as outstanding for the purpose of computing any other person’s
ownership percentage. Applicable percentages are based on 21,139,079 shares
outstanding on June 30, 2009, adjusted as required by rules promulgated by
the SEC.




Title
      of Class
              
              Name and Address of Beneficial
                Owner
              
              Amount and Nature of
                Beneficial
      Ownership
              
              
              Percent of ClassCommon
      Stock
              
              Dustin
      M. Shindo
                c/o
      Hoku Scientific, Inc., 1288 Ala Moana Boulevard, Suite
      220,   Honolulu, Hawaii 96814
              
              2,906,137
              (1)
              
              13.75
              %Common
      Stock
              
              Suntech
      Power Holdings Co., Ltd.
                188
      The Embarcadero, 8th
      Floor
                San
      Francisco, CA 94105
              
              2,314,815
              
              
              10.95
              %





(1)
            Consists
      of 2,906,137 shares held in the Dustin M. Shindo Trust dated
      September 23, 2005, which is deemed to be controlled by
      Mr. Shindo.


18


Title
      of Class
                    
                    Name of Beneficial
      Owner
                    
                    Amount and Nature of
                      Beneficial Ownership
                    
                    
                    Percent of ClassCommon
      Stock
                    
                    Dustin
      M. Shindo
                    
                    2,906,137
                    (1)
                    
                    13.75
                    %Common
      Stock
                    
                    Karl
      M. Taft III
                    
                    1,045,465
                    (2)
                    
                    4.95
                    %Common
      Stock
                    
                    Kenton
      T. Eldridge
                    
                    58,447
                    (3)
                    
                    *Common
      Stock
                    
                    Dean
      K. Hirata
                    
                    37,264
                    (4)
                    
                    *Common
      Stock
                    
                    Karl
      E. Stahlkopf
                    
                    61,781
                    (5)
                    
                    *Common
      Stock
                    
                    Darryl
      S. Nakamoto
                    
                    132,606
                    (6)
                    
                    *Common
      Stock
                    
                    Scott
      B. Paul
                    
                    172,496
                    (7)
                    
                    *All
      executive officers, directors and nominees as a group (7
      persons)
                    
                    4,414,196
                    
                    
                    20.88
                    %







*
            Less than one
      percent.


(1)
            Consists of 2,906,137 shares held
      in the Dustin M. Shindo Trust dated September 23, 2005, which is
      deemed to be controlled by
  Mr. Shindo.


(2)
            Includes 952,132 shares held in
      the Karl M. Taft III Trust dated November 25, 2005, which is deemed
      to be controlled by Mr. Taft. Also includes options to purchase
      93,333 shares of our Common Stock exercisable within 60 days of
      June 30, 2009 by
Mr. Taft.


(3)
            Includes 5,116 shares held in the
      Kenton T. and Hannelore G. Eldridge Trust dated Sept. 1984, which is
      deemed to be controlled by Mr. Eldridge. Also includes options to
      purchase 53,331 shares of our Common Stock exercisable within 60 days of
      June 30, 2009 by
Mr. Eldridge.


(4)
            Includes 3,932 shares held by
      Mr. Hirata. Also includes options to purchase 33,332 shares of our
      Common Stock exercisable within 60 days of June 30, 2009 by
      Mr. Hirata.


(5)
            Includes 21,783 shares held by
      Mr. Stahlkopf. Also includes options to purchase 39,998 shares of our
      Common Stock exercisable within 60 days of June 30, 2009 by
      Mr. Stahlkopf.


(6)
            Includes 44,939 shares held by
      Mr. Nakamoto. Also includes options to purchase 87,667 shares of our
      Common Stock exercisable within 60 days of June 30, 2009 by
      Mr. Nakamoto.


(7)
            Includes 34,163 shares held by
      Mr. Paul. Also includes options to purchase 138,333 shares of our
      Common Stock exercisable within 60 days of June 30, 2009 by
      Mr. Paul.





Equity
Compensation Plan Information




The
number of shares issuable upon exercise of outstanding stock options, the
weighted-average exercise price of the outstanding options, and the number of
stock options remaining for future issuance for each of our equity compensation
plans as of March 31, 2009 are summarized as follows:




Plan
      Category
              
              Number of securities
                to
      be issued upon
                exercise
      of
                outstanding
      options,
                warrants
      and rights
              
              
              Weighted-average
                exercise
      price of
                outstanding options,
                warrants
      and rights
              
              
              Number of securities
                remaining available for
                issuance
      under
                equity compensation
                plans (excluding securities
                reflected in column
      (a))(a)
              
              
              (b)
              
              
              (c)Equity
      compensation plans approved by security holders(1)
              
              
              505,445
              
              
              $
              2.40
              (3)
              
              
              1,038,171
              (4)Equity
      compensation plans not approved by security holders(2)
              
              
              —
              
              
              
              —
              
              
              
              —Total
              
              
              505,445
              
              
              $
              2.40
              (3)
              
              
              1,038,171
              (4)





(1)
            This row includes our 2002 Stock
      Plan, 2005 Equity Incentive Plan, and 2005 Non-Employee Directors’ Stock
      Option Plan.


(2)
            All of our equity compensation
      plans have been approved by our
  stockholders.


(3)
            Represents weighted average
      exercise price of outstanding options
  only.


(4)
            The number of shares of our
      Common Stock reserved for issuance under our 2005 Equity Incentive Plan
      will automatically increase on April 1st of each year, from 2006
      through 2014, in an amount equal to the lesser of 133,333 shares of our
      common stock or the number of shares of our Common Stock granted pursuant
      to stock awards in the prior fiscal year. The number of shares of our
      Common Stock reserved for issuance under our 2005 Non-Employee Directors’
      Stock Option Plan will automatically increase on April 1st of each
      year, from 2006 through 2014, by the number of shares of our Common Stock
      subject to options granted during the preceding fiscal year, less the
      number of shares that reverted back to the share reserve during the
      preceding fiscal year. Our Board of Directors has the authority to
      designate a smaller number of shares by which the authorized number of
      shares of our Common Stock will be increased under both plans prior to the
      last day of any fiscal year.




19




Item 13.
            Certain Relationships and Related
      Transactions, and Director
Independence




Related Party Transaction Approval
Policy




Related
party transactions are governed by our Code of Conduct and our management
monitors adherence to the Code of Conduct. In addition, each director and
executive officer annually delivers to Hoku a questionnaire that includes, among
other things, a request for information relating to any transactions in which
both the director, executive officer, or their respective family members, and
Hoku participates, and in which the director, executive officer, or such family
member, has a material interest. The Audit Committee is responsible for the
review, approval, or ratification of such related party transactions. Under SEC
rules, a related party is a director, officer, nominee for director, or 5%
stockholder of Hoku and their immediate family members. Transactions involving
related parties are reviewed by the Audit Committee which determines whether the
related party has a material interest in a transaction and may approve, ratify,
rescind, or take other action with respect to the transaction in its
discretion.




Related
Party Transactions and Relationships




During
fiscal 2009, we had the following related party relationships:




Registration
Rights Agreement




We have
entered into an agreement with certain holders of our Common Stock, including
directors and executive officers, including entities with which certain of our
directors are affiliated, that provides for certain rights relating to the
registration of their shares of our Common Stock that were issued upon
conversion of their preferred stock upon the closing of our initial public
offering in August 2005. The directors and executive officers that are parties
to this agreement are Dustin M. Shindo and Karl M. Taft III.




Change
of Control Arrangement




We have
entered into a stock restriction and change of control agreement with Darryl S.
Nakamoto, our Chief Financial Officer, Treasurer and Secretary, Scott B. Paul,
our Chief Operating Officer, and Karl M. Taft, our Chief Technology Officer. For
information regarding this agreement, see “Item 11. Executive Compensation –
Severance and Change of Control Agreements.”




Employment
Relationship




Ryan
Shindo, our Director of Operations, is the brother of Dustin M. Shindo, our
Chairman of the Board, President and Chief Executive Officer. Ryan Shindo has an
annual salary of $50,000 that was effective July 1, 2007.  Previously,
Mr. Shindo’s annual salary was $40,000.  In fiscal 2009, Mr. Shindo
received a $5,000 cash incentive payment.




In fiscal
2007, Ryan Shindo received a stock award of 649 shares of our Common Stock with
a fair market value of $1,999. During fiscal 2007, we awarded 3,000 stock
options at an exercise price of $2.75. During fiscal 2009, we expensed $16,962,
relating to stock options granted to Ryan Shindo in prior fiscal
years.




Consulting
Agreement




Pursuant
to a Consulting Agreement, dated August 20, 2006, by and between us and
Paul K. Yonamine, a former member of our Board of Directors, Mr. Yonamine
agreed to make introductions to senior level executives and to facilitate
business discussions with companies in Japan as we may request. These services
included attending meetings in Japan, participating in conference calls, and
drafting written correspondence on our behalf. In consideration for these
services, all the stock options Mr. Yonamine received as a member of our
Board of Directors continued to vest in accordance with their terms.
Mr. Yonamine holds stock options to purchase 19,259 shares of our Common
Stock. Mr. Yonamine did not receive any other cash or other compensation
for his services. We reimbursed Mr. Yonamine for all pre-approved
out-of-pocket expenses incurred in rendering such services. The Consulting
Agreement was effective as of September 7, 2006 and was terminated on June
30, 2008.




20




We
believe that all of the transactions described above were made on terms no less
favorable to us than could have been obtained from unaffiliated third
parties.




Director
and Officer Indemnification




Our
amended and restated certificate of incorporation contains provisions limiting
the liability of directors. In addition, as permitted by our bylaws, we have
entered into agreements to indemnify our directors and executive officers to the
fullest extent permitted under Delaware law.




All
future transactions between us and our executive officers, directors, principal
stockholders and their affiliates will be approved by our Audit
Committee.




Independence
of the Board of Directors




As
required under The NASDAQ Global Market, or NASDAQ, listing standards, a
majority of the members of a listed company’s board of directors must qualify as
“independent,” as affirmatively determined by the board of directors. The Board
consults with our counsel to ensure that the Board’s determinations are
consistent with all relevant securities and other laws and regulations regarding
the definition of “independent,” including those set forth in pertinent listing
standards of NASDAQ, as in effect from time to time.




Consistent
with these considerations, after review of all relevant transactions or
relationships between each director, or any of his family members, and Hoku, our
senior management and our independent registered public accounting firm, the
Board affirmatively determined that the following directors are independent
directors within the meaning of the applicable NASDAQ listing standards:
Mr. Eldridge, Mr. Hirata and Dr. Stahlkopf. In making this
determination, the Board found that none of the directors have a material or
other disqualifying relationship with Hoku. The Board specifically considered
Dr. Stahlkopf’s position as Senior Vice President, Energy Solutions and
Chief Technology Officer of Hawaiian Electric Company, Inc., a subsidiary of
Hawaiian Electric Industries, Inc., and our selection in May 2007, by Hawaiian
Electric Company, Inc. to negotiate a contract for the installation of a 167
kilowatt photovoltaic system and for our sale to Hawaiian Electric Company, Inc.
of the power generated by that system over a proposed 20-year period.
Dr. Stahlkopf was not involved in such negotiations and has no direct or
indirect material interest in the proposed contract.  The Board also
considered Mr. Eldridge’s position as a co-founder and partner of Sennet
Capital, and Sennet Capital’s role in our establishment of Hoku Solar Power I,
LLC, a California limited liability company, in December 2008, which was created
to own and operate photovoltaic, or PV, systems and which will sell the
electricity generated by the PV systems to the Hawaii State Department of
Transportation at predetermined contract rates.  Mr. Eldridge had no
material interest in the establishment of Hoku Solar Power I, LLC.




Item
      14.
                Principal
      Accounting Fees and
Services




Principal Accounting Fees and
Services




The
following table represents aggregate fees billed to Hoku for the fiscal years
ended March 31, 2009 and 2008 by Ernst & Young LLP.




Fiscal
      Year Ended
                                March 31,2009
                              
                              
                              2008Audit
      Fees
                              
                              $
                              431,492
                              
                              
                              $
                              320,034Audit-related
      Fees
                              
                              
                              13,700
                              
                              
                              
                              —Tax
      Fees
                              
                              
                              20,000
                              
                              
                              
                              12,320All
      Other Fees
                              
                              
                              —
                              
                              
                              
                              —Total
      Fees
                              
                              $
                              465,192
                              
                              
                              $
                              332,354




Audit Fees. Consists of fees
billed for professional services rendered for the audit of Hoku’s financial
statements, review of interim financial statements, and services that are
normally provided by Ernst & Young LLP in connection with statutory and
regulatory filings or engagements.




Audit-Related Fees. We did
not engage Ernst & Young LLP to perform any audit-related services
during fiscal 2008. Audit-related fees during fiscal 2009 consisted primarily of
services for transactional advisory services.




Tax Fees. We engaged
Ernst & Young LLP to perform tax compliance, tax planning and tax
advice services related to fiscal 2008 and 2009.




All Other Fees. We did not
engage Ernst & Young LLP to perform services during fiscal 2009 or 2008
other than the services described above.




21




All the
fees described above were pre-approved by our Audit Committee. The Audit
Committee has determined that the rendering of non-audit services by
Ernst & Young LLP is compatible with maintaining Ernst & Young
LLP’s independence.




Pre-Approval
Policies and Procedures





The Audit
Committee has adopted a policy and procedures for the pre-approval of audit and
non-audit services rendered by our independent registered public accounting
firm, Ernst & Young LLP. The policy generally pre-approves specified
services in the defined categories of audit services, audit-related services and
tax services up to specified amounts. Pre-approval may also be given as part of
the Audit Committee’s approval of the scope of the engagement of the independent
registered public accounting firm or on an individual explicit case-by-case
basis before the independent registered public accounting firm is engaged to
provide each service. The pre-approval of services may be delegated to one or
more of the Audit Committee’s members, but the decision must be reported to the
full Audit Committee at its next scheduled meeting.




22




PART
IV




ITEM
15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES




(a)
            Documents
      filed with this report.





1. Consolidated Financial Statements:
None.


2. Financial Statement Schedules: None.


3. Exhibits: The exhibits to this report
are listed on the Exhibit Index below.





(b)Description of exhibits.




Exhibit
                                    No.
                                  
                                  Exhibit
      Description
                                  
                                  Form
                                  
                                  File Number
                                  
                                  Exhibit
                                  
                                  Filing
                                    Date
                                  
                                  Filed
                                    Herewith3.1
                                  
                                  Amended
      and Restated Certificate of Incorporation
                                  
                                  S-1/A#4
                                  
                                  333-124423
                                  
                                  3.1
                                  
                                  7/13/053.2
                                  
                                  Amended
      and Restated Bylaws
                                  
                                  8-K
                                  
                                  000-51458
                                  
                                  3.2
                                  
                                  10/23/074.1
                                  
                                  Reference
      is made to Exhibits 3.1 and 3.210.1
                                  
                                  Amended
      and Restated Rights Agreement dated December 31, 2003
                                  
                                  S-1
                                  
                                  333-124423
                                  
                                  10.1
                                  
                                  4/28/0510.6+
                                  
                                  Form
      of Addendum to Stock Option Agreement under the 2002 Stock Plan, as
      amended, by and between Scott Paul and Hoku Scientific,
    Inc.
                                  
                                  S-1
                                  
                                  333-124423
                                  
                                  10.6
                                  
                                  4/28/0510.7+
                                  
                                  Form
      of Addendum to Stock Option Agreement under the 2002 Stock Plan, as
      amended, by and between each of the non-employee directors and Hoku
      Scientific, Inc.
                                  
                                  S-1
                                  
                                  333-124423
                                  
                                  10.7
                                  
                                  4/28/0510.8
                                  
                                  Form
      of Indemnity Agreement entered into between Hoku Scientific, Inc. and each
      of its directors and officers
                                  
                                  S-1
                                  
                                  333-124423
                                  
                                  10.8
                                  
                                  4/28/05
  23
  10.9+
                
                2002
      Stock Plan, as amended
                
                S-1
                
                333-124423
                
                10.9
                
                4/28/0510.10+
                
                Form
      of Stock Option Agreement under the 2002 Stock Plan, as
      amended
                
                S-1
                
                333-124423
                
                10.10
                
                4/28/0510.11+
                
                2005
      Equity Incentive Plan
                
                8-K
                
                000-51458
                
                10.11
                
                9/13/0610.12+
                
                Form
      of Stock Option Agreement under the 2005 Equity Incentive
    Plan
                
                8-K
                
                000-51458
                
                10.12
                
                9/13/0610.13+
                
                2005
      Non-Employee Directors’ Stock Option Plan
                
                S-1/A#4
                
                333-124423
                
                10.13
                
                7/13/0510.14+
                
                Form
      of Stock Option Agreement under the 2005 Non-Employee Directors’ Stock
      Option Plan
                
                S-1/A#4
                
                333-124423
                
                10.14
                
                7/13/0510.15
                
                2153
      King Street Lease, dated January 1, 2003, by and between Dreal Hawaii, LLC
      and Hoku Scientific, Inc.
                
                S-1
                
                333-124423
                
                10.15
                
                4/28/0510.16
                
                Letter
      Agreement for Modification of the 2153 King Street Lease, dated April 9,
      2003, by and between Dreal Hawaii, LLC and Hoku Scientific,
      Inc.
                
                S-1
                
                333-124423
                
                10.16
                
                4/28/0510.17†
                
                MEA
      Engineering Agreement, dated September 1, 2004, by and between Nissan
      Motor Co., Ltd. and Hoku Scientific, Inc.
                
                S-1/A#7
                
                333-124423
                
                10.17
                
                8/3/0510.18†
                
                Membrane
      & MEA Purchase Agreement, dated September 1, 2004, by and between
      Nissan Motor Co., Ltd. and Hoku Scientific, Inc.
                
                S-1/A#7
                
                333-124423
                
                10.18
                
                8/3/05
  24
  10.19†
                
                Collaboration
      Agreement, dated March 22, 2005, by and between Nissan Motor Co., Ltd. and
      Hoku Scientific, Inc.
                
                S-1/A#7
                
                333-124423
                
                10.19
                
                8/3/0510.20
                
                Solicitation,
      Offer and Award, dated March 7, 2005, by and between the U.S. Navy, Naval
      Air Warfare Center Weapons Division and Hoku Scientific,
    Inc.
                
                S-1/A#5
                
                333-124423
                
                10.20
                
                7/26/0510.21†
                
                Agreement
      (Subcontract No. USN-001), dated April 7, 2005, by and between IdaTech,
      LLC and Hoku Scientific, Inc.
                
                S-1
                
                333-124423
                
                10.21
                
                4/28/0510.22†
                
                Agreement,
      dated March 17, 2003, by and between Sanyo Electric Co., Ltd. and Hoku
      Scientific, Inc.
                
                S-1/A#7
                
                333-124423
                
                10.22
                
                8/3/0510.23†
                
                Amendment
      to the Agreement dated March 17, 2003 by and between Sanyo Electric Co.,
      Ltd. and Registrant dated September 30, 2004
                
                S-1/A#7
                
                333-124423
                
                10.23
                
                8/3/0510.24†
                
                Membrane
      Testing Agreement, dated March 19, 2004, by and between Nissan Motor Co.,
      Ltd. and Hoku Scientific, Inc.
                
                S-1/A#6
                
                333-124423
                
                10.24
                
                8/3/0510.25†
                
                Amendment
      No. 1 to Membrane Testing Agreement, dated May 17, 2004, by and between
      Nissan Motor Co., Ltd. and Hoku Scientific, Inc.
                
                S-1/A#6
                
                333-124423
                
                10.25
                
                6/23/05
  25
  10.27
                  
                  Amendment
      of Solicitation/Modification of Contract, dated September 30, 2005, by and
      between the U.S. Navy, Naval Air Warfare Center Weapons Division and Hoku
      Scientific, Inc.
                  
                  8-K
                  
                  000-51458
                  
                  10.30
                  
                  10/5/0510.28†
                  
                  Step
      3 Collaboration Agreement, dated February 13, 2006, by and between Nissan
      Motor Company, Ltd., and Hoku Scientific, Inc.
                  
                  10-Q
                  
                  000-51458
                  
                  10.31
                  
                  2/14/0610.29†
                  
                  Material
      Transfer & Collaborative Testing Agreement, dated December 5, 2005, by
      and between Sanyo Electric Company, Ltd., and Hoku Scientific,
      Inc.
                  
                  10-Q
                  
                  000-51458
                  
                  10.32
                  
                  2/14/0610.30
                  
                  Termination
      Agreement by and between Hoku Scientific, Inc. and Central Pacific Bank,
      dated March 29, 2006
                  
                  8-K
                  
                  000-51458
                  
                  10.1
                  
                  4/4/0610.31
                  
                  Amendment
      of Solicitation/Modification of Contract, dated March 2, 2006, by and
      between the U.S. Navy, Naval Air Warfare Center Weapons Division and Hoku
      Scientific, Inc.
                  
                  10-K
                  
                  000-51458
                  
                  10.31
                  
                  6/29/06
  26
  10.32
                
                Amendment
      No. 1 to Agreement (Subcontract No. USN-001.01), dated March 7, 2006, by
      and between IdaTech, LLC and Hoku Scientific, Inc.
                
                10-K
                
                000-51458
                
                10.32
                
                6/29/0610.33
                
                Fiscal
      Year 2007 Executive Incentive Compensation Plan
                
                8-K
                
                000-51458
                
                10.33
                
                7/20/0610.34
                
                Consulting
      Agreement, dated August 20, 2006, by and between Paul Yonamine and Hoku
      Scientific, Inc.
                
                10-Q
                
                000-51458
                
                10.34
                
                11/6/0610.35†
                
                Swiss
      Wafer AG Agreement, dated October 14, 2006
                
                10-Q
                
                000-51458
                
                10.35
                
                2/14/0710.36†
                
                Purchase
      Agreement, dated October 23, 2006, by and between E-Ton Solar Tech Co.,
      Ltd and Hoku Scientific, Inc.
                
                10-Q
                
                000-51458
                
                10.36
                
                2/14/0710.37†
                
                Purchase
      and Sale Agreement, dated October 13, 2006, by and between Spire
      Corporation and Hoku Scientific, Inc.
                
                10-Q
                
                000-51458
                
                10.37
                
                2/14/0710.38
                
                Ground
      Lease, dated March 22, 2007, by and between Hoku Materials, Inc. and The
      City of Pocatello
                
                8-K
                
                000-51458
                
                10.38
                
                3/28/0710.39
                
                Credit
      Agreement, dated March 23, 2007, by and between Hoku Materials, Inc. and
      Bank of Hawaii.
                
                8-K
                
                000-51458
                
                10.39
                
                3/29/07
  27
  10.40†
                
                Pledge
      and Security Agreement, dated March 23, 2007, by and between Hoku
      Materials, Inc. and Bank of Hawaii
                
                8-K
                
                000-51458
                
                10.40
                
                3/29/0710.41
                
                Amendment
      No. 1 to Purchase and Sale Agreement, dated October 13, 2006, by and Spire
      Corporation and Hoku Scientific, Inc.
                
                8-K
                
                000-51458
                
                10.41
                
                6/20/0710.42†
                
                Supply
      Agreement , dated January 17, 2007, by and between Sanyo Electric Company,
      Ltd. and Hoku Scientific, Inc.
                
                10-K
                
                000-51458
                
                10.42
                
                6/29/0710.43†
                
                Contract
      dated January 21, 2007 by and between GEC Graeber Engineering Consultants
      GmbH and MSA Apparatus Construction for Chemical Equipment Ltd. and Hoku
      Scientific, Inc.
                
                10-K
                
                000-51458
                
                10.43
                
                6/29/0710.44
                
                Amendment
      No. 1 of Supply Agreement, dated May 26, 2007, by and between Sanyo
      Electric Company, Ltd. and Hoku Scientific, Inc.
                
                10-K
                
                000-51458
                
                10.44
                
                6/29/0710.45
                
                Amendment
      No. 1 to Contract, dated May 29, 2007, by and between Graeber Engineering
      Consultants GmbH and MSA Apparatus Construction for Chemical Equipment
      Ltd. and Hoku Scientific, Inc.
                
                10-K
                
                000-51458
                
                10.45
                
                6/29/07
  28
  10.46†
                
                Supply
      Agreement, dated June 18, 2007, by and between and Global Expertise Wafer
      Division Ltd. and Hoku Materials, Inc.
                
                10-Q
                
                000-51458
                
                10.46
                
                08/06/0710.47
      †
                
                Agreement
      for Engineering of Hoku Electric Substation and Associated Facilities,
      dated June 14, 2007, by and between Idaho Power Co. and Hoku Materials,
      Inc.
                
                10-Q
                
                000-51458
                
                10.47
                
                08/06/0710.48
      †
                
                Supply
      Agreement, dated June 13, 2007, by and between Wuxi Suntech Power Co.,
      Ltd. and Hoku Materials, Inc.
                
                10-Q
                
                000-51458
                
                10.48
                
                08/06/0710.49
                
                Loan
      Modification Agreement, dated August 6, 2007, by and between Bank of
      Hawaii and Hoku Materials, Inc.
                
                10-Q
                
                000-51458
                
                10.49
                
                08/06/0710.50
                
                Amendment
      No. 1 of Supply Agreement, dated August 30, 2007, by and between Wuxi
      Suntech Power Co., Ltd. and Hoku Materials, Inc.
                
                8-K
                
                000-51458
                
                10.50
                
                08/31/0710.51
                
                Amendment
      No. 2 of Supply Agreement, dated October 12, 2007, by and between Sanyo
      Electric Company, Ltd. and Hoku Materials, Inc.
                
                8-K
                
                000-51458
                
                10.51
                
                10/16/07
  29
  10.52
      †
                
                Cost
      Plus Incentive Construction Contract, dated August 8, 2007, by and between
      JH Kelly LLC and Hoku Materials, Inc.
                
                10-Q
                
                000-51458
                
                10.52
                
                11/13/0710.53
      †
                
                Engineering,
      Procurement and Construction Management Agreement, dated August 7, 2007,
      by and between Stone & Webster, Inc. and Hoku Materials,
      Inc.
                
                10-Q
                
                000-51458
                
                10.53
                
                11/13/0710.54
      †
                
                Purchase
      and Sale Agreement , dated August 30, 2007, by and between Solar Energy
      Partners Pte Ltd. and Hoku Scientific, Inc.
                
                10-Q
                
                000-51458
                
                10.54
                
                11/13/0710.55
      †
                
                Engineering
      Services and Technology Transfer Agreement, dated October 6, 2007, by and
      between Dynamic Engineering Inc. and Hoku Materials, Inc.
                
                10-Q
                
                000-51458
                
                10.55
                
                11/13/07
  30
  10.56
      †
                  
                  Amendment
      and Restatement of Contract, dated October 15, 2007, by and between
      Graeber Engineering Consultants GmbH and MSA Apparatus Construction for
      Chemical Equipment Ltd. and Hoku Materials, Inc.
                  
                  10-Q
                  
                  000-51458
                  
                  10.56
                  
                  11/13/0710.57
                  
                  Amendment
      No. 3 to Supply Agreement, dated December 28, 2007, by and between Sanyo
      Electric Co., Ltd., and Hoku Materials, Inc.
                  
                  8-K
                  
                  000-51458
                  
                  10.57
                  
                  01/02/0810.58
      †
                  
                  Supply
      Agreement, dated November 19, 2007, by and between Solarfun Power Hong
      Kong Limited and Hoku Materials, Inc.
                  
                  10-Q
                  
                  000-51458
                  
                  10.58
                  
                  02/01/0810.59
      †
                  
                  Agreement
      for Construction of Hoku Electric Substation and Associated Facilities,
      dated December 28, 2007, by and between Idaho Power Company and Hoku
      Materials, Inc.
                  
                  10-Q
                  
                  000-51458
                  
                  10.59
                  
                  02/01/0810.60
      †
                  
                  First
      Amended & Restated Supply Agreement, dated January 7, 2008, by and
      between Solarfun Power Hong Kong Limited and Hoku Materials,
      Inc.
                  
                  10-Q
                  
                  000-51458
                  
                  10.60
                  
                  02/01/0810.61
      †
                  
                  First
      Amended & Restated Supply Agreement, dated January 30, 2008, by and
      between Sanyo Electric Co., Ltd., and Hoku Materials, Inc.
                  
                  10-Q
                  
                  000-51458
                  
                  10.61
                  
                  02/01/08
  31


10.62
                  
                  Amendment
      No. 2 to Supply Agreement, dated February 21, 2008, by and between Hoku
      Materials, Inc., and Wuxi Suntech Power Co., Ltd.
                  
                  8-K
                  
                  000-51458
                  
                  10.62
                  
                  02/25/0810.63
                  
                  Securities
      Purchase Agreement, dated February 21, 2008, by and between Hoku
      Scientific, Inc., and the Purchasers named therein
                  
                  8-K
                  
                  000-51458
                  
                  10.63
                  
                  02/25/0810.64
                  
                  PowerPoint
      Presentation dated January 2008
                  
                  8-K
                  
                  000-51458
                  
                  10.64
                  
                  02/25/0810.65
                  
                  Registration
      Rights Agreement, dated February 29, 2008, by and among Hoku Scientific,
      Inc., and the Purchasers named therein
                  
                  8-K
                  
                  000-51458
                  
                  10.65
                  
                  02/29/0810.66
                  
                  Amendment
      No. 1 to Supply Agreement, dated March 4, 2008, by and between Hoku
      Materials, Inc., and Global Expertise Wafer Division Ltd.
                  
                  8-K
                  
                  000-51458
                  
                  10.66
                  
                  03/05/0810.67
                  
                  Amendment
      No. 1 to Engineering Services & Technology Transfer Agreement, dated
      April 4, 2008, by and between Hoku Materials, Inc and Dynamic Engineering
      Inc.
                  
                  8-K
                  
                  000-51458
                  
                  10.67
                  
                  04/09/0810.68
      †
                  
                  Equipment
      Purchase & Sale Agreement, dated March 4, 2008, by and between Hoku
      Materials, Inc. and Saft Power Systems USA Inc.
                  
                  10-K
                  
                  000-51458
                  
                  10.68
                  
                  6/6/08




32




10.69
      †
                  
                  Change
      Order Number 2 to Engineering, Procurement & Construction
      Management Agreement, dated April 8, 2008, by and between Hoku Materials,
      Inc. and Stone & Webster, Inc.
                  
                  10-K
                  
                  000-51458
                  
                  10.69
                  
                  6/6/0810.70
      †
                  
                  Change
      Order Number 2 to Cost Plus Incentive Construction Contract, dated April
      7, 2008, by and between Hoku Materials, Inc. and JH Kelly
    LLC
                  
                  10-K
                  
                  000-51458
                  
                  10.70
                  
                  6/6/0810.71
      †
                  
                  Equipment
      Purchase & Sale Agreement, dated April 8, 2008, by and between Hoku
      Materials, Inc and PVA Tepla Danmark
                  
                  10-K
                  
                  000-51458
                  
                  10.71
                  
                  6/6/0810.72
      †
                  
                  First
      Amended & Restated Supply Agreement, dated as of May 12,
      2008, by and between Hoku Materials, Inc. and Wuxi Suntech Power Co.,
      Ltd.
                  
                  10-K
                  
                  000-51458
                  
                  10.72
                  
                  6/6/0810.73†
                  
                  Second
      Amended and Restated Supply Agreement, dated as of May 13, 2008, by
      and between Hoku Materials, Inc. and Solarfun Power Hong Kong
      Limited
                  
                  10-K
                  
                  000-51458
                  
                  10.73
                  
                  6/6/0810.74
                  
                  Offer
      to Purchase between Hoku Scientific, Inc. and Operating Engineers Local
      Union No. 3 - District 17 - Hawaii, effective July 10,
2008
                  
                  8-K
                  
                  000-51458
                  
                  10.74
                  
                  7/16/08




33




10.75
                
                Credit
      Agreement, dated July 25, 2008, by and between Hoku Scientific, Inc. and
      Bank of Hawaii
                
                8-K
                
                000-51458
                
                10.75
                
                7/30/0810.76
                
                Real
      Property Mortgage; Security Agreement; Assignment of Rents; Fixture Filing
      and Financing Statement, dated July 25, 2008, by and between Hoku
      Scientific, Inc. and Bank of Hawaii
                
                8-K
                
                000-51458
                
                10.76
                
                7/30/0810.77†
                
                Supply
      Agreement, dated as of July 24, 2008, by and between Hoku Materials, Inc.
      and Jiangxi Kinko Energy Co., Ltd.
                
                10-Q
                
                000-51458
                
                10.77
                
                7/31/0810.78
                
                Electric
      Service Agreement, dated September 17, 2008, between Hoku Materials, Inc.
      and Idaho Power Company
                
                8-K
                
                000-51458
                
                10.78
                
                9/22/0810.79
                
                Amended
      and Restated Agreement for Construction of Hoku Electric Substation and
      Associated Facilities, dated September 17, 2008, between Hoku Materials,
      Inc. and Idaho Power Company
                
                8-K
                
                000-51458
                
                10.79
                
                9/22/0810.80
                
                Loan
      Agreement , dated October 1, 2008, between Hoku Scientific, Inc. and First
      Hawaiian Bank
                
                8-K
                
                000-51458
                
                10.80
                
                10/8/08




34




10.81
                
                Amendment
      No. 1 to Second Amended and Restated Supply Agreement, between Hoku
      Materials, Inc. and Solarfun Power Hong Kong Limited, with Solarfun Power
      Holdings Co., Ltd. signing as guarantor, dated as of October 22,
      2008
                
                8-K
                
                000-51458
                
                10.81
                
                10/23/0810.82†
                
                Supply
      Agreement, dated as of August 4, 2008, by and between Hoku Materials, Inc.
      and Tianwei New Energy (Chengdu) Wafer Co., Ltd.
                
                10-Q
                
                000-51458
                
                10.82
                
                10/31/0810.83†
                
                Supply
      Agreement, dated as of September 4, 2008, by and between Hoku Materials,
      Inc. and Wealthy Rise International, Ltd.
                
                10-Q
                
                000-51458
                
                10.83
                
                10/31/0810.84†
                
                Supply
      Agreement No. 2, dated September 14, 2008, by and between Hoku Materials,
      Inc. and Tianwei New Energy (Chengdu) Wafer Co., Ltd.
                
                10-Q
                
                000-51458
                
                10.84
                
                10/31/0810.85†
                
                Amendment
      No. 2 to Supply Agreement, dated October 24, 2008, by and between Hoku
      Materials, Inc. and Tianwei New Energy (Chengdu) Wafer Co.,
      Ltd.
                
                10-Q
                
                000-51458
                
                10.85
                
                10/31/0810.86†
                
                Amendment
      to Supply Agreement No. 2, dated October 24, 2008, by and between Hoku
      Materials, Inc. and Tianwei New Energy (Chengdu) Wafer Co.,
      Ltd.
                
                10-Q
                
                000-51458
                
                10.86
                
                10/31/0810.87†
                
                Supply
      Agreement, dated as of November 13, 2008, by and between Hoku Materials,
      Inc. and Polymet Alloys, Inc.
                
                10-Q
                
                000-51458
                
                10.87
                
                2/3/09




35




10.88†
                
                Supply
      Agreement, dated as of November 19, 2008, by and between Hoku Materials,
      Inc. and BHS Acquisitions, LLC
                
                10-Q
                
                000-51458
                
                10.88
                
                2/3/0910.89†
                
                Hoku
      Solar Power I, LLC Operating Agreement, dated as of December 23, 2008, by
      and between UFA Renewable Energy Fund I, LLC and Hoku Solar,
      Inc.
                
                10-Q
                
                000-51458
                
                10.89
                
                2/3/0910.90†
                
                Development
      Service Agreement, dated as of December 23, 2008, by and between Hoku
      Solar, Inc. and Hoku Solar Power I, LLC
                
                10-Q
                
                000-51458
                
                10.90
                
                2/3/0910.91†
                
                Purchase
      and Sale and Operation and Maintenance Agreement, dated as of December 23,
      2008, by and between Hoku Solar, Inc. and Hoku Solar Power I,
      LLC
                
                10-Q
                
                000-51458
                
                10.91
                
                2/3/0910.92
                
                Right
      of First Refusal Agreement, dated as of December 23, 2008, by and between
      UFA Renewable Energy Fund I, LLC and Hoku Solar, Inc.
                
                10Q
                
                000-51458
                
                10.92
                
                2/3/0910.93
                
                Guaranty,
      dated as of December 23, 2008, by and between Hoku Solar Power I, LLC; UFA
      Renewable Energy Fund I, LLC; Firstar Development LLC; Hoku Scientific,
      Inc.; and Hoku Solar, Inc.
                
                10Q
                
                000-51458
                
                10.93
                
                2/3/09




36




10.94†
                
                Amendment
      No. 1 to Supply Agreement, dated as of January 8, 2009, between Hoku
      Materials, Inc. and Jiangxi Jinko Solar Co., Ltd. (formerly known as
      Jiangxi Kinko Energy Co., Ltd.)
                
                10Q
                
                000-51458
                
                10.94
                
                2/3/0910.95
                
                Development
      Agreement, dated as of May 27, 2009, by and between Hoku Materials, Inc.
      and Pocatello Development Authority
                
                8-K
                
                000-51458
                
                10.95
                
                6/2/0910.96
                
                Amended
      Agreement, dated as of May 29, 2009, by and between Hoku Materials, Inc.
      and AEG Power Solutions USA Inc. (formerly known as Saft Power Systems USA
      Inc.)
                
                8-K
                
                000-51458
                
                10.96
                
                6/2/0910.97†
                
                First
      Amended and Restated Supply Agreement, dated as of April 30, 2009, by and
      between Hoku Materials, Inc. and Polymet Alloys, Inc.
                
                10-K
                
                000-51458
                
                10.97
                
                6/15/0910.98†
                
                Change
      Order Number 3 to Engineering, Procurement & Construction Management
      Agreement, dated February 19, 2009, by and between Hoku Materials, Inc.
      and Stone & Webster, Inc.
                
                10-K
                
                000-51458
                
                10.98
                
                6/15/0910.99†
                
                Supply
      Agreement, dated as of February 26, 2009, by and between Hoku Materials,
      Inc. and Shanghai Alex New Energy Co., Ltd.
                
                10-K
                
                000-51458
                
                10.99
                
                6/15/09




37




10.100†
                        
                        Amended
      & Restated Supply Agreement, dated as of February 26, 2009, by and
      between Hoku Materials, Inc and Jiangxi Jinko Solar Co.,
    Ltd.
                        
                        10-K
                        
                        000-51458
                        
                        10.100
                        
                        6/15/0910.101†
                        
                        Amendment
      No. 2 to Second Amended & Restated Supply Agreement, dated as of March
      26, 2009 by and between Hoku Materials, Inc. and Solarfun Power Hong Kong
      Limited
                        
                        10-K
                        
                        000-51458
                        
                        10.101
                        
                        6/15/0910.102†
                        
                        Change
      Order Number 3 to Cost Plus Incentive Contract, dated March 27, 2009 by
      and between Hoku Materials, Inc. and JH Kelly LLC
                        
                        10-K
                        
                        000-51458
                        
                        10.102
                        
                        6/15/0910.103†
                        
                        Amended
      & Restated Supply Agreement, dated as of April 9, 2009, by and between
      Hoku Materials, Inc and Wealthy Rise International, Ltd.
                        
                        10-K
                        
                        000-51458
                        
                        10.103
                        
                        6/15/0916.1
                        
                        Letter
      regarding Change in Certifying Accountant pursuant to Item 304(a)(3) of
      Regulation S-K
                        
                        8-K
                        
                        000-51458
                        
                        16.1
                        
                        12/28/0521.1
                        
                        Subsidiaries
      of Hoku Scientific, Inc.
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        *24.1
                        
                        Power
      of Attorney (included in signature page)
                        
                        10-K
                        
                        000-51458
                        
                        24.1
                        
                        6/15/09




38




31.1
                
                Certification
      of Chief Executive Officer required by Rule 13a-14(a) of the Securities
      Exchange Act of 1934, as amended
                
                
                
                
                
                
                
                
                
                *31.2
                
                Certification
      required of Chief Financial officer as required by Rule 13a-14(a) of the
      Securities Exchange Act of 1934, as amended
                
                
                
                
                
                
                
                
                
                *




†
            Confidential
      treatment has been requested for portions of this exhibit. These portions
      have been omitted from this Amendment No. 1 to the Annual Report on Form
      10-K and have been filed separately with the Securities and Exchange
      Commission.




+
            Management
      contract, compensatory plan or
arrangement.





39




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.




HOKU SCIENTIFIC,
      INC.By:
                  /s/    DUSTIN M. S
      HINDODustin
      M. ShindoChairman
      of the Board of Directors,President
      and Chief Executive
Officer




Date:
July 29, 2009




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





Signature
                                                          
                                                          Title
                                                          
                                                          Date/s/
      DUSTIN M. SHINDO
                                                          
                                                          Chairman
      of the Board of Directors, President
                                                          
                                                          July
      29, 2009and
      Chief Executive Officer (Principal Executive
      Officer)Dustin
      M. Shindo/s/
      DARRYL S. NAKAMOTO
                                                          
                                                          Chief
      Financial Officer, Treasurer and Secretary
                                                          
                                                          July
      29, 2009(Principal Financial and
      Accounting Officer)Darryl
      S. Nakamoto*
                                                          
                                                          Chief
      Technology Officer and Director
                                                          
                                                          July
      29, 2009Karl
      M. Taft III*
                                                          
                                                          Director
                                                          
                                                          July
      29, 2009Karl
      E. Stahlkopf*
                                                          
                                                          Director
                                                          
                                                          July
      29, 2009Kenton
      T. Eldridge*
                                                          
                                                          Director
                                                          
                                                          July
      29, 2009Dean
      K. Hirata





*By
                          /s/
      DUSTIN M. SHINDODustin
      M. ShindoAttorney-in-Fact




40