-----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, M4nnBxcd04ElBemFz+o6+NqdcUqzXviKu+JtsNEQ6UI4pFp2rO8JCZ3asl6Zs8Jw +0esXxvTIkKIJs+C1a19ig== 0001181431-08-006873.txt : 20080201 0001181431-08-006873.hdr.sgml : 20080201 20080201161739 ACCESSION NUMBER: 0001181431-08-006873 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080129 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080201 DATE AS OF CHANGE: 20080201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Comverge, Inc. CENTRAL INDEX KEY: 0001372664 STANDARD INDUSTRIAL CLASSIFICATION: AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENT [3822] IRS NUMBER: 223543611 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33399 FILM NUMBER: 08568770 BUSINESS ADDRESS: STREET 1: 3950 SHACKLEFORD ROAD STREET 2: SUITE 400 CITY: DULUTH STATE: GA ZIP: 30096 BUSINESS PHONE: 770-696-7660 MAIL ADDRESS: STREET 1: 3950 SHACKLEFORD ROAD STREET 2: SUITE 400 CITY: DULUTH STATE: GA ZIP: 30096 8-K 1 rrd192875.htm UNITED STATES

 

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 reported event): January 29, 2008

Commission File No. 001-33399

COMVERGE, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

22-3543611

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

120 Eagle Rock Avenue, Suite 190

East Hanover, New Jersey 07936

(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: (973) 884-5970

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 (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] 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

On January 31, 2008, the board of directors (the "Board") of Comverge, Inc. appointed Alec G. Dreyer to the Board effectively immediately, in accordance with Comverge's by-laws and certificate of incorporation, as an independent director to fill the Class I director vacancy created by the resignation of Mr. Timothy Woodward, which was previously disclosed in the Form 8-K filed on August 24, 2007. The Board determined that Mr. Dreyer shall be a Class I director and, as such, shall serve until the next election of Class I directors, subject to the election and qualification of a successor, or until his earlier death, resignation or removal. In addition, the Board appointed Mr. Dreyer to serve on the audit and compensation committees of the Board.

Pursuant to the terms of an offer letter, Mr. Dreyer, as a non-employee director, will receive an initial equity award based on an implied value of $80,000 in the form of restricted shares and stock options. In addition, Mr. Dreyer will receive annual cash compensation of $40,000, which will be paid in quarterly installments. This compensation is based on a maximum of six board meetings and eight committee meetings. To the extent he attends additional meetings, Mr. Dreyer will be compensated $1,500 per meeting.

There is no other arrangement or understanding between Mr. Dreyer and any other persons pursuant to which he was selected as a director. There are no relationships between Mr. Dreyer and Comverge or any of Comverge's subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.

On January 29, 2008, John A. Moore and Scott B. Ungerer each tendered his resignation as a director of Comverge, Inc. each to be effective as January 31, 2008. Since March 2006, Mr. Moore has been a director and President and Chief Executive Officer of Acorn Factor, which formed Comverge as a wholly owned subsidiary in 1997 and still holds shares of Comverge common stock. Mr. Ungerer is the managing partner and founder of EnerTech Capital Partners, which first became an investor in Comverge in April 2003 and currently holds shares of Comverge common stock through several affiliated investment funds. Neither Mr. Moore nor Mr. Ungerer resigned as the result of any disagreement with Comverge.

 

Item 7.01 Regulation FD Disclosures

On February 1, 2008, Comverge issued a press release announcing the appointment of Mr. Dreyer to the Board and the resignations of Messrs. Moore and Ungerer. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Other Exhibits

Exhibit No.

Description

99.1

Press release, dated February 1, 2008 (furnished herewith)

 

 

 

 

 

 

 

 

 

 

 

 

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, hereunto duly authorized.

 

COMVERGE, INC.

By: /s/ Michael Picchi

Name: Michael Picchi

Title: Chief Financial Officer

Dated: February 1, 2008

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

Exhibit Number

Description of Exhibit

99.1 Press release, dated February 1, 2008 (furnished herewith)

EX-99.1 2 rrd192875_23195.htm Press Release

 

FOR IMMEDIATE RELEASE:

Comverge Announces Alec G. Dreyer's Appointment to its Board of Directors


East Hanover, NJ - February 1, 2008 - Comverge, Inc. (NASDAQ: COMV), a leading clean capacity provider through demand response and energy efficiency, announced today that Alec G. Dreyer has joined its Board of Directors.

Prior to this appointment, Mr. Dreyer served as Chief Executive Officer and member of the Board of Directors of Horizon Wind Energy LLC. Mr. Dreyer helped Horizon Wind Energy successfully develop, build and operate wind farms in Washington, Oklahoma, New York, Texas and Illinois. The Company was nearing completion of a two-year, $2.2 billion capital investment program with major construction projects in Illinois, Texas, Oregon and Minnesota when it was sold to Energias de Portugal, SA in July 2007. Preceding this, Mr. Dreyer served as President of Dynegy Inc.'s Generation Division, where he managed approximately 13,000 megawatts of generation with 10 officers and approximately 1,200 employees.

"We are pleased to welcome Alec as the newest member of our Board of Directors," stated Robert M. Chiste, Chairman, President, and CEO of Comverge. "Alec's extensive business background of over 28 years, primarily in the energy industry with focus on renewable energy and long term power purchase contracts, will bring added depth and experience to our Board. We are looking forward to continuing as a leader in developing the Clean Energy sector through our experienced leadership, innovative business models, and unique solutions." Mr. Chiste continued, "I'd also like to thank John Moore and Scott Ungerer, both being the leaders of our early venture investors, for their dedicated service as board members, as they resigned from the Board yesterday."

Mr. Dreyer commented on his appointment, stating "Comverge has emerged as a leader in the Clean Energy and Demand Response industry with innovative business models and products. The unique delivery of electric capacity through its Virtual Peaking Capacity® pay-for-performance offerings covers residential as well as commercial and industrial needs. I look forward to working with the Comverge team to realize our aspirations and goals for the company."


About Comverge:

Comverge is a leading provider of clean energy solutions that improve grid reliability and supply electric capacity on a more cost effective basis than conventional alternatives by reducing base load and peak load energy consumption. "VPC" and "Virtual Peaking Capacity" are trademarks of Comverge, Inc. For more information, visit www.comverge.com.

 

Investor Relations:

Michael Picchi Chris Neff

Chief Financial Officer Director of Marketing

Comverge, Inc. Comverge, Inc.

770-636-7660, invest@comverge.com 973-947-6064, cneff@comverge.com

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