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): December 3, 2014
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 West 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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 3, 2014, Real Goods Solar, Inc. (the “Company”) and its wholly-owned subsidiaries Real Goods Energy Tech, Inc., and Real Goods Trading Corporation (collectively, the “Sellers”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with John Schaeffer and Nancy Hensley, as trustees of the John Schaeffer and Nancy Hensley Living Trust (the “Trust”), and RGTC, Inc. (collectively, the “Purchasers”) pursuant to which the Sellers agreed to sell to the Purchasers the Company’s retail and catalog business (the “Hopland Business”) for $1.0 million. The Company completed the sale of the Hopland Business to the Purchasers on December 5, 2014.
The transferred assets include real property and related improvements located in Hopland, California and substantially all other assets associated with the Company’s retail and catalog business, such as inventory, contracts, a warehouse lease, certain trademarks and other intellectual property rights, and accounts receivable. At the closing, the Purchasers assumed certain liabilities of the Company associated with the Hopland Business and the transferred assets.
The Purchase Agreement provides that in the event the Purchasers sell the Hopland Business or the associated real property within 18 months following the closing date, the Purchasers shall pay to the Sellers 50% of the net profits realized. In the event the Purchasers sell the Hopland Business or the associated real property between 18 and 36 months following the closing date, the Purchasers shall pay to the Sellers 25% of the net profits realized.
The Purchasers and the Sellers made representations and warranties and agreed to customary covenants and indemnification obligations in the Purchase Agreement. The Company sold the assets “as-is, where-is” with no warranties or representations except as explicitly provided in the Purchase Agreement.
Mr. Schaeffer has served as a director of the Company since 2008 and served as an officer or executive of the Company or the Hopland Business from 1986 until July 2014. Ms. Hensley is Mr. Schaeffer’s spouse. RGTC, Inc. is wholly-owned by Ms. Hensley and the Trust.
| Item 8.01. | Other Events. |
On December 8, 2014, the Company issued a press release announcing the completion of the sale of the Hopland Business to the Purchasers. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release issued by Real Goods Solar, Inc. on December 8, 2014 | |
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/ Dennis Lacey | |
|
| ||
| Dennis Lacey | ||
| Chief Executive Officer Acting Principal Financial Officer | ||
Date: December 9, 2014
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release issued by Real Goods Solar, Inc. on December 8, 2014 | |
Exhibit 99.1
RGS Energy Divests The Real Goods Store to Focus on Residential Solar
LOUISVILLE, CO, December 8, 2014 – RGS Energy (NASDAQ:RGSE), one of the nation’s largest and most recognized rooftop installers of solar equipment, has completed the sale of its retail and catalog business, to John Schaeffer, a member of the company’s board of directors, for $1 million.
The company previously announced the terms of the sale in a press release and Form 10-Q when it reported its results for the third quarter of 2014 on November 19, 2014. The assets of the business include real estate, inventory, retail and online operations located in Hopland, California.
Schaeffer is a noted environmentalist, author and entrepreneur who founded the Real Goods business in 1978, and has since been actively involved in its leadership. He will continue to serve as a non-employee director of RGS Energy.
“I’m excited to focus on The Real Goods Store and eCommerce businesses, while continuing as an RGS Energy board member,” said Schaeffer. “The Real Goods Store and Solar Living Institute have been leaders in the sustainable living movement for more than 36 years, as evidenced by our recently published 14th edition Solar Living Source Book. I look forward to working with RGS Energy’s CEO, Dennis Lacey, to promote the many synergies between these two businesses.”
Lacey commented: “John has made tremendous contributions to the solar industry and environmental movement, and especially to RGS Energy. This transaction places The Real Goods Store in good hands and we look forward to Real Goods Store continuing to provide us solar referrals. The divestiture also allows us to focus RGS Energy’s resources, including the funds from this sale, on our residential and small commercial solar installation businesses.
About RGS Energy
RGS Energy (NASDAQ: RGSE) is one of the nation’s largest and most recognized rooftop installers of solar equipment, serving residential and small business customers in the mainland U.S. and Hawaii. Beginning with one of the very first photovoltaic panels sold in 1978, the company has installed tens of thousands solar power systems. RGS Energy makes it very convenient for customers to save on their energy bill by providing a comprehensive solar solution, from design, financing, permitting and installation to ongoing monitoring, maintenance and support.
The company has 14 offices across the West and the Northeast and one in Hawaii. For more information, visit RGSEnergy.com, on Facebook at www.facebook.com/rgsenergy and on Twitter at www.twitter.com/rgsenergy. RGS Energy is a trade name and RGS Energy makes filings with the Securities and Exchange Commission under its official name “Real Goods Solar, Inc.” These documents are available on both the EDGAR section of the SEC’s website at www.sec.gov and the Investor Relations section of the Company’s website at www.rgsenergy.com. For more information about the company, visit www.rgsenergy.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they provide our current beliefs, expectations, assumptions and forecasts about future events, and include statements regarding our future results of operations and financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words “anticipate,” “believe,” “plan,” “estimate,” “expect,” “future,” “intend,” “may” and similar expressions as they relate to us are intended to identify such forward-looking statements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, without limitation, the following: our ability to generate synergies between RGS Energy and the retail and catalog business described in this press release, the ability of the retail and catalog business described in this press release generating solar referrals to RGS Energy, our ability to convert backlog into revenues, our ability to become profitable, and such other factors as discussed throughout Part I, Item 1A, Risk Factors and Part II, Item 7, Management’s Discussion and Analysis of Financial Conditions and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2013 and Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Quarterly Reports on Form 10-Q.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Media and Investor Relations Contact
Ron Both
Liolios Group, Inc.
Tel 1-949-574-3860
RGSE@liolios.com