-----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, Q3UQJIq1XmWyL2Mtoz+u2OPiWJVQ4h9rLiVfq5VyRzdKm2ltmvlxHE0CsYOsHN/H bCt2eKeTyqqn1hpV+jdPBQ== 0001140361-11-007004.txt : 20110208 0001140361-11-007004.hdr.sgml : 20110208 20110208151725 ACCESSION NUMBER: 0001140361-11-007004 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110131 FILED AS OF DATE: 20110208 DATE AS OF CHANGE: 20110208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gaumer Richard CENTRAL INDEX KEY: 0001512344 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33887 FILM NUMBER: 11582326 MAIL ADDRESS: STREET 1: ORION ENERGY SYSTEMS, INC. STREET 2: 2210 WOODLAND DRIVE CITY: MANITOWOC STATE: WI ZIP: 54220 ISSUER: 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 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 3 1 doc1.xml FORM 3 X0203 3 2011-01-31 0 0001409375 ORION ENERGY SYSTEMS, INC. OESX 0001512344 Gaumer Richard 2210 WOODLAND DRIVE MANITOWOC WI 54220 0 1 0 0 Executive Vice President Common Stock 300 I By Spouse in IRA /s/ Steven R. Barth, Attorney-in-Fact 2011-02-08 EX-24.1 2 poa1.htm POWER OF ATTORNEY Unassociated Document

POWER OF ATTORNEY
 
Know all by these presents, that, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the undersigned hereby constitutes and appoints each of Scott R. Jensen and Steven R. Barth, and any of their substitutes, signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
(1) execute for and on behalf of the undersigned (in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”)), any and all Forms 3, 4 and/or 5, and any amendments thereto, that are necessary or advisable for the undersigned to file under Section 16(a) (collectively, “Documents”) with respect to the undersigned’s holdings of and transactions in the securities issued by Orion Energy Systems, Inc., a Wisconsin corporation (the “Company ”);
 
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact (or such attorney-in-fact’s substitute or substitutes) shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is such attorney-in-fact’s substitute or substitute s or the Company assuming, any of the undersigned’s responsibilities to comply with the Exchange Act.
 
The undersigned agrees that such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering and filing Documents and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of February, 2011.
 
/s/ Richard Gaumer
Richard Gaumer
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