8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 6, 2016

SUNWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36868	01-0592299
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	IRS Employer Identification No.)

1010 Winding Creek Road, Suite 100 Roseville, CA	95678
(Address of Principal Executive Offices)	(Zip Code)

(916) 409-6900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

CFO Resignation/Appointment

Effective September 2, 2016, Mr. Tracy Welch resigned as Chief Financial Officer of Sunworks, Inc. (the “Company”).

Effective September 6, 2016, Mr. Paul McDonnel was appointed as the Company’s Chief Financial Officer. Mr. McDonnel will receive a base salary of $202,200 per annum, with a potential bonus payment of $50,000. In addition, after six months, Mr. McDonnel will be eligible to receive stock of the Company in consideration for his service as Chief Financial Officer.

Since 2010 Mr. McDonnel has served as the President of Vulcan Prevision Linings. From 2009 until 2010 Mr. McDonnel served as the Chief Operating Officer of Franklin Convey Products, LLC, and from 2006 until 2009 he served as the Chief Financial Officer of Arrowhead Research Corp. From 2003 until 2005 Mr. McDonnel served as the Chief Executive Officer of Quality Imaging Products, and from 1999 until 2003 he served as the Chief Financial Officer and Senior Manager- Operations of Recall Secure Destruction Services. From 1990 to 1994 Mr. McDonnel served as the Chief Financial Officer of Reid Plastics, Inc. (“Reid”), and from 1994 until 1998 he served as Reid’s Vice President of Operations. From 1987 to 1990 he served as the Vice President of Finance and Administration of Trojan Enterprises, and from 1982 until 1987 he served as Senior-Accountant- Small Business Division for Arthur Andersen & Co. Mr. McDonnel received his Master of Arts- Management Accounting and Bachelor of Science – Accounting from Brigham Young University. Mr. McDonnel is a Certified Public Accountant in the State of California.

Mr. McDonnel does not have a family relationship with any of the executive officers or directors of the Company. Except for the compensation arrangement described above, there are no arrangements or understandings between Mr. McDonnel and any other person pursuant to which he was appointed as Chief Financial Officer of the Company.

Restricted Stock Grant

In March 2015, the Company’s shares of common stock were listed and commenced trading on the NASDAQ Capital Market and simultaneously therewith the Company consummated an underwritten public offering for gross proceeds of approximately $12 million. In recognition of the efforts of James Nelson, the Company’s Chief Executive Officer, in leading the Company through the uplisting and financing transaction consummated by the Company in 2015, on August 31, 2016, the Company’s Compensation Committee deemed it advisable and in the best interest of the Company to grant Mr. Nelson a restricted stock grant of 250,000 shares of the Company’s common stock pursuant to the terms of the Company’s 2016 Equity Incentive Plan (the “2016 Plan”). The restricted stock grant to Mr. Nelson will vest upon the earlier of (i) January 1, 2021, (ii) a Change of Control as defined in the 2016 Plan (iii) upon Mr. Nelson’s retirement or (iv) upon Mr. Nelson’s death. “Change of Control” shall mean (i) a sale of all or substantially all of the Company’s assets or (ii) a merger with another entity or an acquisition of the Company that results in the existing shareholders of the Company owning less than fifty percent (50%) of the outstanding shares of capital stock of the surviving entity following such transaction.

ITEM 8.01 OTHER EVENTS

On September 6, 2016, the Company issued a press release regarding Mr. McDonnel’s appointment as Chief Executive Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) The following are filed as exhibits to this report on Form 8-K.

Exhibit No.	Description
99.1	Sunworks, Inc. Press Release dated September 6, 2016

SIGNATURES

Pursuant to the requirements 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.

	SUNWORKS, INC.
Date: September 6, 2016	By:	/s/ James B. Nelson
	Name:	James B. Nelson
	Title:	Chief Executive Officer

EX-99.1

 

Sunworks Appoints Paul C. McDonnel as Chief Financial Officer

Seasoned Financial Executive with Significant Operational Experience Joins Sunworks

ROSEVILLE, Calif. September 6, 2016 - Sunworks, Inc. (Nasdaq: SUNW), a provider of solar power solutions for commercial and residential markets, today announced that Paul C. McDonnel has been appointed Chief Financial Officerof the company, effective September 6, 2016, reporting directly to Chief Executive Officer, Jim Nelson. McDonnel succeeds Tracy Welch, who announced his resignation on Friday, September 2.

Mr. McDonnel, a seasoned financial and executive leader, brings more than 30 years of experience to Sunworks including an extensive background with public company finance and accounting, executive suite-level operations management, acquisitions and sales. He began his career at Arthur Andersen & Co. and has since served in numerous C-level positions. Most recently, McDonnel was President of Vulcan Precision Linings where he grew sales by 35% year-over-year, strengthened the company’s cash position and returned capital to investors through a share repurchase program. Prior to Vulcan, McDonnel served as COO of Franklin Covey Products, LLC where he assisted the CEO in rapidly improving cash flow, reducing overhead costs and restructuring operations which resulted in a $5.7 million increase in EBITDA in the first year of implementation.

“We are thrilled to welcome Paul to Sunworks where he will undoubtedly make an immediate impact as we continue to build on our business momentum, work to accelerate our growth trajectory and further capitalize on organic and strategic opportunities to scale our business,” said Jim Nelson, Chief Executive Officer of Sunworks. “Over the course of his career, Paul has established himself as an instrumental part of taking organizations to the next level, and has an impressive track record of proven results.”

“It is a tremendous opportunity for me to join Sunworks at such an exciting and vital time,” Mr. McDonnel said. “The Sunworks team has achieved enormous success in establishing and growing its brand within the solar industry, and I look forward to advancing their ongoing efforts and further positioning Sunworks as an industry leader.”

Mr. McDonnel holds a Bachelor of Science and a Master of Arts in Accounting from Brigham Young University and is a Certified Public Accountant.

After having made significant contributions to the company as Sunworks’ CFO since February 2015,Welch will work closely with McDonnel to ensure a seamless transition.

“Tracy has demonstrated tremendous leadership over the past 18 months, overseeing a period of significant growth and expansion for Sunworks,” commented Mr. Nelson. “Tracy leaves Sunworks a stronger company and well-positioned to deliver long-term value for our shareholders.”

About Sunworks, Inc.

Sunworks, a leading provider of solar power solutions, is focused on the design, installation and management of solar power systems for commercial, agricultural and residential customers. Sunworks, is one of the fastest growing solar systems providers in the western United States, delivering 2.5 kilowatt to multi-megawatt commercial systems. The Company’s mission is to further the widespread adoption of solar power by deploying affordable, state-of-the-art systems and developing breakthrough new solar technologies. The Company’s focus is on putting the customer first, providing the best value systems in the industry, and delivering on what is promised.

To learn more about Sunworks, visit our website at http://www.Sunworksusa.com.

Safe Harbor Statement

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These risks include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, products, and prospects for sales, failure to commercialize our technology, failure of technology to perform as expected, failure to earn profit or revenue, higher costs than expected, persistent operating losses, ownership dilution, inability to repay debt, failure of acquired businesses to perform as expected, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company.

Investor Relations Contact:

Rob Fink/John Roginski

Hayden IR

646-415-8972 / 570-569-2479

rob@haydenir.com / john@haydenir.com

Public Relations Contact:

Coltrin & Associates (on behalf of Sunworks)

Caleb Cluff

212-221-1616caleb_cluff@coltrin.com