mm02-1011_sc13ga2.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TIYKBv4n8tkVXcb/mbA9zvFEciqjC8+FF0vll7a7879odSLxvVxnxGGAKNw6QZ7X rxDNozOEsC0gL7Fet+oRag== 0000909518-11-000085.txt : 20110214 0000909518-11-000085.hdr.sgml : 20110214 20110214142511 ACCESSION NUMBER: 0000909518-11-000085 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORPORATION GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY GROUP MEMBERS: GENERAL ELECTRIC EQUITY INVESTMENTS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORION ENERGY SYSTEMS, INC. CENTRAL INDEX KEY: 0001409375 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 391847269 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83486 FILM NUMBER: 11605956 BUSINESS ADDRESS: STREET 1: 1204 PILGRIM ROAD CITY: PLYMOUTH STATE: WI ZIP: 53073 BUSINESS PHONE: 800-660-9340 MAIL ADDRESS: STREET 1: 1204 PILGRIM ROAD CITY: PLYMOUTH STATE: WI ZIP: 53073 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GE CAPITAL EQUITY INVESTMENTS INC CENTRAL INDEX KEY: 0001093083 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 061268495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033576839 MAIL ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 SC 13G/A 1 mm02-1011_sc13ga2.htm AMENDMENT NO.2 mm02-1011_sc13ga2.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Orion Energy Systems, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

686275108

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 686275108

13G

Page 2

1	NAMES OF REPORTING PERSONS GE Capital Equity Investments, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 (See Item 4)
		6	SHARED VOTING POWER 1,570,990 (See Item 4)
		7	SOLE DISPOSITIVE POWER 0 (See Item 4)
		8	SHARED DISPOSITIVE POWER 1,570,990 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,570,990 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9% (See Item 4)
12	TYPE OF REPORTING PERSON CO

CUSIP No. 686275108

13G

Page 3

1	NAMES OF REPORTING PERSONS General Electric Capital Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 (See Item 4)
		6	SHARED VOTING POWER 1,570,990* (See Item 4)
		7	SOLE DISPOSITIVE POWER 0 (See Item 4)
		8	SHARED DISPOSITIVE POWER 1,570,990* (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,570,990* (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9%* (See Item 4)
12	TYPE OF REPORTING PERSON CO

*Includes all shares of common stock of the Issuer beneficially owned by GE Capital Equity Investments, Inc.

CUSIP No. 686275108

13G

Page 4

1	NAMES OF REPORTING PERSONS General Electric Capital Services, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER Disclaimed (See Item 4)
		6	SHARED VOTING POWER Disclaimed (See Item 4)
		7	SOLE DISPOSITIVE POWER Disclaimed (See Item 4)
		8	SHARED DISPOSITIVE POWER Disclaimed (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Disclaimed (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Disclaimed (See Item 4)
12	TYPE OF REPORTING PERSON CO

CUSIP No. 686275108

13G

Page 5

1	NAMES OF REPORTING PERSONS General Electric Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER Disclaimed (See Item 4)
		6	SHARED VOTING POWER Disclaimed (See Item 4)
		7	SOLE DISPOSITIVE POWER Disclaimed (See Item 4)
		8	SHARED DISPOSITIVE POWER Disclaimed (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Disclaimed (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Disclaimed (See Item 4)
12	TYPE OF REPORTING PERSON CO; HC

Item 1(a). Name of Issuer:

Orion Energy Systems, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

2210 Woodland Drive, Manitowoc, Wisconsin 54220

Item 2(a). Name of Person Filing:

This statement is being filed by each of:

GE Capital Equity Investments, Inc. (“GECEI”)

General Electric Capital Corporation (“GE Capital”)

General Electric Capital Services, Inc. (“GECS”)

General Electric Company (“GE”)

GECEI is a wholly-owned subsidiary of GE Capital. GE Capital is a subsidiary of GECS. GECS is a wholly-owned subsidiary of GE.

GECEI, GE Capital, GECS, and GE are referred to herein collectively as the “Reporting Persons”.

An agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them is attached hereto as Exhibit 1.

Item 2(b). Address of Principal Business Office or, if None, Residence:

The principal business office of GECEI is located at 201 Merritt 7, Norwalk, Connecticut 06851. The principal business office of GE Capital is located at 901 Main Avenue, Norwalk, Connecticut 06851. The principal business offices of GECS and GE are located at 3135 Easton Turnpike, Fairfield, Connecticut 06828.

Item 2(c). Citizenship:

Each of GECEI, GE Capital, and GECS is a Delaware corporation. GE is a New York corporation.

Item 2(d). Title and Class of Securities:

Common stock, no par value, of the Issuer (the “Common Stock”)

Item 2(e). CUSIP Number:

686275108

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

[ ]

Broker or dealer registered under Section 15 of the Exchange Act

(b)

[ ]

Bank as defined in Section 3(a)(6) of the Exchange Act

(c)

[ ]

Insurance company as defined in Section 3(a)(19) of the Exchange Act

(d)

[ ]

Investment company registered under Section 8 of the Investment Company Act

(e)

[ ]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

Page 6

(f)

[ ]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

(g)

[ ]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

(h)

[ ]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act

(i)

[ ]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act

(j)

[ ]

A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J)

(k)

[ ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(K)

If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership.

(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer are incorporated by reference.

As of December 31, 2010, and February 14, 2011, GECEI beneficially owned in the aggregate 1,570,990 shares of Common Stock, representing approximately 6.9% of the shares of Common Stock outstanding (based on 22,715,028 shares outstanding as of November 4, 2010, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2010). GE Capital may be deemed to beneficially own the shares of Common Stock directly owned by GECEI. Each of GECS and GE expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by GECEI and GECC.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following [_].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

(a) – (c) Not applicable.

Page 7

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2011

GE CAPITAL EQUITY INVESTMENTS, INC.


By:	/s/ Frank Ertl
	Name:	Frank Ertl
	Title:	Managing Director, Chief Financial Officer, and Treasurer

GENERAL ELECTRIC CAPITAL CORPORATION


By:	/s/ Barbara A. Lane
	Name:	Barbara A. Lane
	Title:	Attorney-in-Fact

GENERAL ELECTRIC CAPITAL SERVICES, INC.


By:	/s/ Barbara A. Lane
	Name:	Barbara A. Lane
	Title:	Attorney-in-Fact

GENERAL ELECTRIC COMPANY


By:	/s/ Barbara A. Lane
	Name:	Barbara A. Lane
	Title:	Attorney-in-Fact

Page 8

EXHIBIT INDEX

Exhibit No.	Description
1	Joint Filing Agreement, dated February 14, 2011, by and among the Reporting Persons

2	Power of Attorney (General Electric Capital Corporation)

3	Power of Attorney (General Electric Capital Services, Inc.)

4	Power of Attorney (General Electric Company)

Page 9

EX-99.1 2 mm02-1011_sc13ga2e991.htm JOINT FILING AGREEMENT mm02-1011_sc13ga2e991.htm

EXHIBIT 1

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, no par value, of Orion Energy Systems, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 14, 2011

GE CAPITAL EQUITY INVESTMENTS, INC.


By:	/s/ Frank Ertl
	Name:	Frank Ertl
	Title:	Managing Director, Chief Financial Officer, and Treasurer

GENERAL ELECTRIC CAPITAL CORPORATION


By:	/s/ Barbara A. Lane
	Name:	Barbara A. Lane
	Title:	Attorney-in-Fact

GENERAL ELECTRIC CAPITAL SERVICES, INC.


By:	/s/ Barbara A. Lane
	Name:	Barbara A. Lane
	Title:	Attorney-in-Fact

GENERAL ELECTRIC COMPANY


By:	/s/ Barbara A. Lane
	Name:	Barbara A. Lane
	Title:	Attorney-in-Fact

EX-99.2 3 mm02-1011_sc13ga2e992.htm POWER OF ATTORNEY (GENERAL ELECTRIC CAPITAL CORPORATION) mm02-1011_sc13ga2e992.htm

Exhibit 2

POWER OF ATTORNEY

The undersigned, General Electric Capital Corporation, a Delaware corporation (hereinafter referred to as the “Corporation”) does hereby make, constitute and appoint the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.

Name of Attorney:

	Preston H. Abbott	Mark Kaplow
	Brock Austin	Barbara A. Lane
	Eileen Brumback	Henry Hubschman
	Carlos Carrasquillo	David L. Lloyd
	Barbara Daniele	Jonathan Mothner
	Sherwood Dodge	Michael Pastore
	Frank Ertl	Ronald Pressman
	Barbara J. Gould	James C. Ungari
	Paul J. Halas	Alex Urquhart
	Daniel Henson	Maryanne Courtney
	Joseph Lincoln

Each Attorney shall have the power and authority to do the following:

To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation or any of their subsidiaries.

And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.

Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2011.

IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation’s board of directors, as the 5th day of February 2010.

			General Electric Capital Corporation


			/s/ Craig T. Beazer
			Craig T. Beazer
			Vice President, General Counsel and Secretary
(Corporate Seal)



/s/ David P. Russell
Attesting Secretary

EX-99.3 4 mm02-1011_sc13ga2e993.htm POWER OF ATTORNEY (GENERAL ELECTRIC CAPITAL SERVICES, INC.) mm02-1011_sc13ga2e993.htm

Exhibit 3

POWER OF ATTORNEY

The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”) does hereby make, constitute and appoint the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.

Name of Attorney:

	Preston H. Abbott	Mark Kaplow
	Brock Austin	Barbara A. Lane
	Eileen Brumback	Henry Hubschman
	Carlos Carrasquillo	David L. Lloyd
	Barbara Daniele	Jonathan Mothner
	Sherwood Dodge	Michael Pastore
	Frank Ertl	Ronald Pressman
	Barbara J. Gould	James C. Ungari
	Paul J. Halas	Alex Urquhart
	Daniel Henson	Maryanne Courtney
	Joseph Lincoln

Each Attorney shall have the power and authority to do the following:

Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2011.

			General Electric Capital Services, Inc.


			/s/ Craig T. Beazer
			Craig T. Beazer
			Vice President, General Counsel and Secretary
(Corporate Seal)



/s/ David P. Russell
Attesting Secretary

EX-99.4 5 mm02-1011_sc13ga2e994.htm POWER OF ATTORNEY (GENERAL ELECTRIC COMPANY) mm02-1011_sc13ga2e994.htm

Exhibit 4

POWER OF ATTORNEY

The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the “Corporation”) does hereby make, constitute and appoint the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.

Name of Attorney:

	Preston H. Abbott	Mark Kaplow
	Brock Austin	Barbara A. Lane
	Eileen Brumback	Henry Hubschman
	Carlos Carrasquillo	David L. Lloyd
	Barbara Daniele	Jonathan Mothner
	Laura E.B. Dawson	Keith W. Newman
	Sherwood Dodge	Michael Pastore
	Frank Ertl	Ronald Pressman
	Barbara J. Gould	James C. Ungari
	Paul J. Halas	Alex Urquhart
	Daniel Henson	Maryanne Courtney
	Joseph Lincoln

Each Attorney shall have the power and authority to do the following:

Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2011.

			General Electric Company


			/s/ Michael McAlevey
			Michael McAlevey
			Vice President
(Corporate Seal)



/s/ Eliza W. Fraser
Eliza W. Fraser
Attesting Secretary

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