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): October 14, 2015
Blue Earth, Inc.
(Exact name of registrant as specified in its charter)
| Nevada (State or other jurisdiction of incorporation) | 333-148346 (Commission File Number) | 98-0531496 (IRS Employer Identification No.) |
2298 Horizon Ridge Parkway, Suite 205
Henderson, NV 89052
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (702) 263-1808
N/A
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
[ ] 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))
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Item 8.01
Other Events
On October 14, 2015, Blue Earth, Inc. (the “Company”) issued a press release announcing a December 1st Record Date for Spin Out of EnSite shares to Shareholders of Record. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The exhibit in this Form 8-K is intended to be furnished under Item 8.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Except for historical information, this report contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve unknown risks, and uncertainties that may cause the Company's actual results or outcomes to be materially different from those anticipated and discussed herein. Important factors that might cause such differences are discussed in the Company's filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Actual results could differ materially from those anticipated in these forward-looking statements, if new information becomes available in the future.
Item 9.01
Exhibits
(d)
Exhibits.
| Exhibit No. | Description |
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99.1 | Press release dated October 14, 2015. |
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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 hereunto duly authorized.
| Date: October 14, 2015 | Blue Earth, Inc. |
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| By: /s/ G. Robert Powell |
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| Name: G. Robert Powell |
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| Title: Chief Executive Officer |
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EXHIBIT 99.1
BLUE EARTH ANNOUNCES DECEMBER 1st RECORD DATE FOR SPIN OUT OF ENSITE SHARES TO SHAREHOLDERS OF RECORD
Henderson, Nevada, October 14, 2015--Blue Earth, Inc. (NASDAQ: BBLU) an alternative/renewable power generation solutions company, announced today that Blue Earth, Inc. (the “Company”) has set December 1, 2015 as the official record date for the spin out of EnSite Power Inc. (“EnSite”) to shareholders of record. The record date is subject to certain regulatory notifications, approvals and other customary conditions.
“We are pleased to announce this important step as we implement our strategy to provide two separate management teams to maximize shareholder value” stated G. Robert Powell, CEO of Blue Earth, Inc. “This is another tangible step in demonstrating our execution capability to our shareholders.”
About BBLU
BBLU is engaged in the clean technology industry with a primary focus in alternative/renewable power generation sectors. We strive to participate in the global movement for a sustainable planet by offering products and services that will optimize energy use, reduce harmful environmental emissions and materially reduce energy costs to our customers. For more information about Blue Earth, Inc., please visit www.blueearthinc.com.
About EnSite
At EnSite Power, Inc., we offer energy efficient, environmentally friendly products that aid our customers in the pursuit of their energy and power destiny. Focused on uninterruptible power supplies for Traffic, Data Center and Telecommunication industries, hardware and software to monitor and control electro-mechanical systems for Building Energy Management Systems, EnSite provides Powerful Innovation™ for our customers. For further information please visit our website at www.ensitepower.com.
Investor Relations Contact:
Liviakis Financial Communications, Inc.
Michael Bayes
www.liviakis.com
415.389.4670
michael@liviakis.com
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this press release are forward-looking statements. Words such as “believes, ”projects “anticipates,” “plans,” “expects,” “may,” “will,” “should,” “intends,” and similar expressions are intended to identify forward-looking statements. These statements relate to future events or to the Company’s plans to spin out its majority owned subsidiary EnSite Power, Inc. These forward-looking statements are based on the company’s current believes and expectations, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Such risks, uncertainties and other factors, which could impact the Company and the forward-looking statements contained herein are included in the Company’s filings with the Securities and Exchange Commission, including the Company’s Form 10-Ks, Form 10-Qs, Form 8-Ks, Proxy Statements and other filings. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
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