Schedule 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Filed Pursuant to Rule 13d-2(a)
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
(CUSIP Number)
D. Thompson and Darlene J. McCalmont
c/o McCalmont Engineering
2959 Winchester Blvd, #200A
Campbell, CA 95008
(408) 608-0419
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
DARLENE J. McCALMONT |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
OO |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
U.S.A.
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 shares |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
807,440 shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 shares |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
807,440 shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
807,440 shares |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
4.997% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
(1) The calculation of
the foregoing percentage is based on 16,157,339 shares of Class A
Common Stock of Real Goods Solar, Inc. (the Issuer) outstanding as of March 7, 2011, based on information provided by the Issuer in its most recent report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2011, and 807,440 Shares held by the Reporting Persons as of the date hereof. See Item 5 below.
Page 2 of 8
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
D. THOMPSON McCALMONT |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
OO |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
U.S.A.
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 shares |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
807,440 shares |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 shares |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
807,440 shares |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
807,440 shares |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
4.997% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IN |
(1) The calculation of the foregoing percentage is based on 16,157,339 shares of Class A Common Stock of the Issuer outstanding as of March 7, 2011, based on information provided by the Issuer in its most recent report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2011, and 807,440 Shares held by the Reporting Persons as of the date hereof. See Item 5 below.
Page 3 of 8
SCHEDULE 13D
|
|
|
Item 1. |
|
Security and Issuer. |
The class of equity securities to which this statement on Schedule 13D relates is Class
A Common Stock, par value $.0001 per share (the Shares), of Real Goods Solar, Inc., a
Colorado corporation (the Issuer). The principal office of the Issuer is located at
833 W. South Boulder Road, Louisville, Colorado 80027-2452.
|
|
|
Item 2. |
|
Identity and Background. |
This Schedule 13D is being filed by D. Thompson and Darlene J. McCalmont, whose
business address is care of McCalmont Corporation dba McCalmont Engineering, 2959
Winchester Blvd, #200A, Campbell, California 95008. Mr. McCalmont is the chief
executive officer and a co-founder of McCalmont Engineering. McCalmont Engineering is
a private design and engineering firm for solar electric systems doing business
throughout the world. Ms. McCalmont is the chief operations officer and co-founder of
McCalmont Engineering. Mr. and Mrs. McCalmont are husband and wife, and are citizens
of the United States.
During the past five years, neither of the McCalmonts has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the past
five years, neither of the McCalmonts has been a party to a civil proceeding before a
judicial or administrative body of competent jurisdiction, and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws.
|
|
|
Item 3. |
|
Source and Amount of Funds or Other Consideration. |
The McCalmonts became the owner of the Shares described in this filing as a result of
the consummation of the Merger under the Merger Agreement described in Item 4 below.
As a result of the Merger, Ms. McCalmont, as the registered stockholder of the Regrid
capital stock, received an aggregate of 2,047,256 Shares, plus cash, in exchange for
all outstanding shares of Regrid. Ms. McCalmont subsequently received 363,504
additional Shares as incentive payments, making a total of 2,410,760 shares of the
Issuer received by Ms. McCalmont (see Item 4 below). The purpose of this Amendment No.
5 is to reflect the sale of an aggregate of 80,024 Shares of the Issuer by the
McCalmonts subsequent to the filing of Amendment No. 4 to this Schedule 13D.
|
|
|
Item 4. |
|
Purpose of Transaction. |
The Issuer, Real Goods Regrid, Inc., a California corporation and a wholly owned
subsidiary of the Issuer (Merger Sub), Real Goods Regrid (Subsequent), Inc., a
California corporation and a wholly owned subsidiary of the Issuer (Merger Sub II),
and Regrid entered into the Agreement and Plan of Merger as of October 15, 2008 (the
Merger Agreement). Pursuant to the Merger Agreement, on October 17, 2008, Merger Sub
was merged with and into Regrid with Regrid continuing as the surviving corporation,
and then Regrid was merged with an into Merger Sub II, with Merger Sub II continuing as
a wholly owned subsidiary of the Issuer and changing its name to Regrid Power, Inc.
(the Merger). As a result of the Merger, all outstanding capital stock of Regrid was
automatically converted into the right to receive the Shares and cash as set forth in
the Merger Agreement. The aggregate consideration payable under the Merger Agreement
to the McCalmonts, as the holders of all of Regrids capital stock prior to the Merger,
is described in Article III of the Merger Agreement, and consisted of, in the
aggregate, approximately $3.8 million in cash and approximately 2.05 million shares of
the Issuers common stock. The total share consideration under the Merger Agreement
was increased based on Regrids subsequent performance by 363,504 Shares, making the
total number of Shares of the Issuer received by the McCalmonts equal to 2,410,760
Shares.
As a result of the Merger, the McCalmonts became beneficial owners of Shares and
received the consideration described in Item 3 above. Under the Merger Agreement, the
McCalmonts have the right to have their Shares registered under U.S. securities laws if
the Issuer registers shares on its behalf or on behalf of certain holders of the
Issuers capital stock pursuant to a registration statement provided the underwriters
in any such offering do not limit the number of shares to be sold in such offering.
Page 4 of 8
In connection with the Merger Agreement, Mr. McCalmont entered into an employment
letter agreement (the Employment Agreement) with the Issuer to serve as the Issuers Chief
Executive Officer commencing on November 15, 2008 or, if later, the day after the
Issuer filed its quarterly report for the period ending September 30, 2008. Mr.
McCalmonts employment was terminated on September 10, 2009 without Cause. As part
of the employment agreement, Mr. McCalmonts continued to receive his base salary
through March 31, 2010.
In connection with the acquisition of Regrid Power, the Issuers board of directors
voted to increase its size by one (to six total directors) and appoint Mr. McCalmont as
a member of the Issuers board of directors, also effective on November 15, 2008 or, if
later, the day after the Issuer filed its quarterly report for the period ending
September 30, 2008. Following the termination of Mr. McCalmonts employment by the
Issuer, he resigned his position as a director of the Issuer.
References to, and the descriptions of, the Merger Agreement and the Employment
Agreement are qualified in their entirety by reference to the complete text of such
agreements and any amendments thereto, which are filed as exhibits to this Schedule 13D
and incorporated by reference herein.
Other than as described elsewhere in this Schedule 13D , the Reporting Persons
currently have no plan or proposals which relate to, or may result in, any of the
matters listed in Items 4(a) (i) of Schedule 13D (although each of the Reporting
Persons reserves the right to develop such plans).
Each Reporting Person may, at any time and from time to time, review or reconsider his
or its position and/or change his or her purpose and/or formulate plans or proposals
with respect thereto. Depending on various factors, including, without limitation, the
Issuers financial position and investment strategy, the price levels of the Shares,
conditions in the securities markets, general economic and industry conditions and the
Reporting Persons alternative investment opportunities, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, acquiring additional Shares in the open
market, block trades, negotiated transactions or otherwise, disposing of some or all of
their Shares in the open market, block trades, negotiated transactions or otherwise,
monetizing their investment in the Issuer, including without limitation engaging in
short selling of or any hedging or similar transaction with respect to the Shares, or
changing their intention with respect to any and all matters referred to in Item 4 of
Schedule 13D.
|
|
|
Item 5. |
|
Interest in Securities of the Issuer. |
(a)-(b) As a result of the Merger, the McCalmonts eventually became the beneficial
owners of 2,410,760 Shares in the aggregate, all of which are currently issued and
outstanding. The original issuance of 2,047,256 Shares constituted approximately 13.1%
of the Issuers outstanding shares, based on 13,637,739 shares of Class A Common Stock
outstanding as of August 12, 2008 (as reported by the Issuer in its most recent report
on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2008) and
the Shares issued to the Reporting Persons in the transactions described herein.
Subsequent sales of the Shares have reduced the number of Shares held by the Reporting
Persons to 807,440 Shares. The Shares are registered in the name of Mrs. McCalmont.
However, the Reporting Persons have an oral understanding to jointly make decisions
with respect to voting and disposition of the Shares.
(c) Please see Exhibit 4 hereto for a schedule of sales of the Shares by the Reporting
Persons subsequent to the filing of Amendment No. 4 to this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
|
|
|
Item 6. |
|
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer. |
Other than the Merger Agreement, and except as described elsewhere in this Schedule
13D, there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 above and between such persons and any
other person with respect to any securities of the Issuer, including but not limited to
the transfer or voting of any of the securities, finders fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Page 5 of 8
|
|
|
Item 7. |
|
Material to be Filed as Exhibits. |
|
|
|
Exhibit No. |
|
Description |
|
|
|
1
|
|
Agreement and Plan of Merger (the Merger Agreement), entered into
as of October 15, 2008, by and among Darlene J. McCalmont, D. Thompson
McCalmont, Regrid Power, Inc. and Real Goods Solar, Inc. (incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K of the Issuer
filed on October 21, 2008). |
|
|
|
2
|
|
Employment letter agreement entered into as of October 15, 2008, by
and between D. Thompson McCalmont and Real Goods Solar, Inc. (incorporated by
reference to Exhibit 2 to the Schedule 13D filed by Darlene J. McCalmont and
D. Thompson McCalmont on October 27, 2008) |
|
|
|
3
|
|
Joint Filing Agreement dated October 25, 2008 (incorporated by
reference to Exhibit 3 to the Schedule 13D filed by Darlene J. McCalmont and
D. Thompson McCalmont on October 27, 2008). |
|
|
|
4
|
|
Schedule of sales of the Issuers Class A Common Stock by the
Reporting Persons subsequent to the filing of Amendment No. 4 to this
Schedule 13D. |
Page 6 of 8
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: March 14, 2011
|
|
|
|
|
|
|
|
|
/s/ Darlene J. McCalmont
|
|
|
Darlene J. McCalmont |
|
|
|
|
|
|
|
|
|
/s/ D. Thompson McCalmont
|
|
|
D. Thompson McCalmont |
|
|
|
|
Page 7 of 8
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
|
|
|
1
|
|
Agreement and Plan of Merger (the Merger Agreement), entered into as of
October 15, 2008, by and among Darlene J. McCalmont, D. Thompson McCalmont,
Regrid Power, Inc. and Real Goods Solar, Inc. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of the Issuer filed on October
21, 2008). |
|
|
|
2
|
|
Employment letter agreement entered into as of October 15, 2008, by and
between D. Thompson McCalmont and Real Goods Solar, Inc. (incorporated by
reference to Exhibit 2 to the Schedule 13D filed by Darlene J. McCalmont and D.
Thompson McCalmont on October 27, 2008) |
|
|
|
3
|
|
Joint Filing Agreement dated October 25, 2008 (incorporated by reference
to Exhibit 3 to the Schedule 13D filed by Darlene J. McCalmont and D. Thompson
McCalmont on October 27, 2008). |
|
|
|
4
|
|
Schedule of sales of the Issuers Class A Common Stock by the Reporting
Persons subsequent to the filing of Amendment No. 4 to this Schedule 13D. |
Page 8 of 8