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 1, 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.

Effective September 1, 2016, Mr. Mark Richardson advised Sunworks, Inc. (the “Company”) that he is resigning from his position as a member of the Board of Directors (the “Board”), the Compensation Committee and the Corporate Governance/Nominating Committee. Mr. Richardson’s decision to resign did not result from any disagreement with the Company, the Company’s management or the Board.

Effective September 2 2016, Mr. Charles Cargile was appointed to the Board of the Company and as a member of the Board’s Compensation Committee and Corporate Governance/Nominating Committee.

Since July, 2016 Mr. Cargile has served an Executive Advisor to MKS Industries which acquired Newport Corporation (“Newport”) in April 2016. Prior to that, since 2000, Mr. Cargile served in various capacities at Newport including Chief Financial Officer, Vice President and Senior Vice President. In addition, Mr. Cargile served as Treasurer of Newport from April 2013 until Newport’s acquisition and previously from February 2005 until April 2010. Prior to joining Newport, Mr. Cargile served in various capacities at York International Corporation (now a division of Johnson Controls, Inc.) since 1998 including Vice President, Finance and Corporate Development and Corporate Controller and Chief Accounting Officer. From February 1995 to November 1998 Mr. Cargile served as Corporate Controller and Chief Accounting Officer of Flowserve Corporation (“Flowserve”) and was employed by Flowserve in various other capacities prior to February 1995. Mr. Cargile currently serves on the board of directors of Netlist, Inc. (“Netlist”) and is also the Lead Independent Director and Chairman of the audit committee of Netlist.

Mr. Cargile qualifies to serve on the Company’s Board because of his financial background.

Mr. Cargile does not have a family relationship with any of the executive officers or directors of the Company. Except for the issuance of the Option, there are no arrangements or understandings between Mr. Cargile and any other person pursuant to which he was appointed as a director of the Company.

In connection with Mr. Cargile’s appointment to the Board, the Compensation Committee of the Board approved the issuance of an option to purchase 50,000 shares of the Company’s common stock (the “Shares”) with an exercise price of $2.88 per share (the “Option”) which is the closing price of the Company’s common stock on the date of the grant. The Option was issued pursuant to the Company’s 2016 Equity Incentive Plan and shall vest shall vest and become exercisable in 1/36 increments over a three year period commencing on the date of the grant.

ITEM 8.01 OTHER EVENTS

On September 7, 2016, the Company issued a press release regarding Mr. Cargile’s appointment as a Director 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 7, 2016

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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 7, 2016	By:	/s/ James B. Nelson
	Name:	James B. Nelson
	Title:	Chief Executive Officer

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EX-99.1

Sunworks Appoints Charles F. Cargile as Independent Director

Roseville, CA – September 7, 2016— Sunworks, Inc. (NASDAQ; SUNW), a provider of solar power solutions for commercial and residential markets, announced today the appointment of Charles F. Cargile as an independent director and member of the compensation and nominating committees. Mr. Cargile replaces Mr. Mark Richardson, who tendered his resignation from the Sunworks board of directors effective September 2, 2016.

Mr. Cargile brings more than 20 years of public company experience to Sunworks’ Board of Directors. He has an extensive background in financial and strategic planning, public company mergers and acquisitions (M&A), operations, information technology and capital structure management.

“I am pleased to welcome Chuck to our board of directors and believe his extensive public company, financial and operational leadership experience will significantly enhance our efforts to strategically scale our business,” said Jim Nelson, Chief3 Executive Officer of Sunworks. “Over the course of his career, Chuck has a history of developing, implementing and overseeing corporate strategies in the public markets that leverage organic growth and strategic M&A initiatives to maximize value for the companies he has worked with and their shareholders. Chuck brings with him long standing corporate finance and capital markets relationships. The addition of Chuck to our board, combined with our new CFO, Paul McDonnel, gives Sunworks an experienced finance team with specific expertise in operations and M&A, which I believe will be extremely valuable to Sunworks going forward.”

Mr. Cargile served as Chief Financial Officer of Newport Corporation, a publicly-traded global supplier of advanced-technology products and systems, for more than 16 years until the company was acquired by MKS Instruments in April 2016 for approximately $1 billion. At Newport, Mr. Cargile was responsible for all aspects of finance, accounting, information technology and strategic planning, including mergers and acquisitions. During his time with Newport the company acquired more than 10 businesses, which generated over $400 million in annual revenue. Prior to Newport, Cargile held a number of executive positions at York International Corporation and Flowserve Corporation.

Mr. Cargile has been a director at Netlist, Inc. (NASDAQ: NLST) since 2013 and currently serves as Lead Independent Director and Chairman of the company’s audit committee.

“Sunworks is uniquely positioned in the rapidly growing solar industry and is one of the only companies that is profitable,” commented Mr. Cargile. “I am excited to help management leverage their strategic advantages to continue to deliver growth that outpaces the industry.”

Mr. Cargile holds a Bachelor of Science degree in Accounting from Oklahoma State University and a Master's degree in Business Administration from the Marshall School of Business at the University of Southern California and has a Professional Director Certification from the American College of Corporate Directors.

About Sunworks, Inc.

Sunworks, (formerly known as Solar3D) 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.

For further information, please contact:

Investor Relations:

Rob Fink/John Roginski

Hayden IR

646-415-8972 / 570-569-2479

rob@haydenir.com / john@haydenir.com