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): July 30, 2012

REAL GOODS SOLAR, INC.

(Exact Name of Registrant as Specified in its Charter)

Colorado	001-34044	26-1851813
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

833 W. South Boulder Road, Louisville, CO 80027-2452

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (303) 222-8400

Not Applicable

(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 communication 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 July 30, 2012, the Board of Directors (the “Board”) of Real Goods Solar, Inc. (the “Company”) appointed Kamyar Mofid as the Company’s Chief Executive Officer and elected him to serve as a director.

Mr. Mofid, age 44, brings a wealth of knowledge and experience in the solar industry to the Company. Most recently Mr. Mofid was General Manager of Global Residential and Light Commercial Systems at SunEdison, a global provider of solar energy solutions. Prior to this role, from March 2010 to July 2011 he was President of Mainstream Energy, a downstream solar energy company and the parent company of REC Solar and AEE Solar. Prior to his entry into the solar sector, Mr. Mofid served as President of Teleflex Power Systems, a business unit of Teleflex, Inc. focused on environmentally friendly products and technologies, starting in July 2005. In the earlier part of his career, Mr. Mofid held engineering and operations management positions at United Technologies and General Motors. Mr. Mofid holds an M.Sc. degree from Georgia Institute of Technology’s School of Industrial & Systems Engineering and a B.Sc. degree in Electrical Engineering from the University of Waterloo, in Waterloo, Ontario, Canada.

Mr. Mofid will receive annual compensation of $300,000 for serving as the Company’s Chief Executive Officer. Mr. Mofid will be eligible to receive annual bonuses at up to 100% of his base salary based on the achievement by the Company of certain financial and operating objectives established by the Board. For 2012, Mr. Mofid is guaranteed a bonus of $120,000 which will be paid no later than May 1, 2013. Additionally, on July 30, 2012, the Company granted to Mr. Mofid options to purchase 500,000 shares of the Company’s common stock at an exercise price equal to the opening market price on such date. The options vest 2% per month for 50 months commencing on the first day of the eleventh month after grant and expire on July 30, 2019. In the event of a change of control of the Company, 50% of Mr. Mofid’s then unvested equity awards will immediately vest. In connection with the commencement of his employment with the Company, Mr. Mofid will receive a one-time relocation allowance of $50,000. Mr. Mofid is also entitled to participate in employee benefits programs available to the Company’s other executive officers. Mr. Mofid will be subject to a two-year covenant concerning confidentiality, non-competition, non-solicitation of employees and customers and assignment of inventions

Effective July 30, 2012, William S. Yearsley stepped down from his positions as Chief Executive Officer and a director of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
Exhibit 99.1	Press Release, dated July 30, 2012

SIGNATURE

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.

REAL GOODS SOLAR, INC.
By:	/s/ John Coletta
	John Coletta
	Chief Financial Officer

Date: July 30, 2012

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
Exhibit 99.1	Press Release, dated July 30, 2012

EX-99.1

Exhibit 99.1

Real Goods Solar appoints Kam Mofid Chief Executive Officer

Boulder, CO, July 30, 2012 Real Goods Solar Inc. (Nasdaq RSOL) the oldest and one of the largest solar energy companies in the country, announced that Kam Mofid has joined the Company as CEO. The Company’s previous CEO Bill Yearsley has decided to leave the organization to pursue other interests. He will be assisting in the transition.

Mofid brings to Real Goods a wealth of knowledge and experience in the solar industry. Most recently Mofid was General Manager of Global Residential and Light Commercial Systems at SunEdison. Prior to this role, he was President of Mainstream Energy, the parent company of REC Solar and AEE Solar where under his leadership the company achieved substantial growth and improvements. Prior to his entry into the solar sector, Mofid served as President of Teleflex Power Systems, and at Pratt & Whitney, a United Technologies Company, as Director of Materials and Logistics. In the earlier part of his career, Mofid held engineering and operations management positions at General Motors. Mofid holds M.Sc. degree from Georgia Institute of Technology’s School of Industrial & Systems Engineering.

“Everyone on the Board is very pleased to have Kam join us and lead the charge to continue to make Real Goods Solar a premiere brand and a world-class player in the industry” said Jirka Rysavy, Chairman of Real Goods Solar. “We would also like to thank Bill Yearsley for his contributions and we wish him success in the future.”

“We are in a very exciting and pivotal period in the solar sector marked by great growth opportunities as well as challenges that require transformational strategies and efforts to achieve scale profitably” commented Mofid. “Real Goods Solar has been a pioneer in solar since 1978; I am honored to join this team of dedicated solar professionals and to lead the company in its journey to become the industry benchmark for excellence and superior customer experience.”

About Real Goods Solar, Inc.

Real Goods Solar, Inc. is a leading residential and commercial solar energy EPC provider, having installed over 13,000 solar systems. Real Goods Solar offers turnkey solar energy services and has 34 years of experience in solar energy, beginning with the sale in 1978 of the first solar photovoltaic, or PV, panels in the United States. With 15 offices in California, Colorado and the Northeast, Real Goods Solar is one of the largest residential and commercial solar providers in the country. For more information about Real Goods Solar, please visit RealGoodsSolar.com, or call (888) 507-2561.