8-K 1 mainbody.htm MAINBODY mainbody.htm
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):  November 30, 2009
 
PIONEER POWER SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
333-155375
26-3387077
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

6074 Citation Court
Reno, Nevada
 
89523
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (775) 200-6853

 
Sierra Concepts, Inc.
(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:

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17CFR 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 November 30, 2009, our predecessor, Sierra Concepts, Inc., a Nevada corporation (“Sierra”), and Pioneer Power Solutions, Inc., a Delaware corporation and wholly-owned subsidiary of Sierra ("Pioneer"), entered into an Agreement and Plan of Merger. On November 30, 2009, Sierra merged with and into Pioneer, so that Sierra and Pioneer became a single corporation named Pioneer Power Solutions, Inc. (the “Surviving Corporation”), which exists under, and is governed by, the laws of the State of Delaware (the “Merger”).

As a result of the Merger, all of the assets, property, rights, privileges, powers and franchises of Sierra became vested in, held and enjoyed by the Surviving Corporation, the Surviving Corporation assumed all of the obligations of Sierra and we changed our name from “Sierra Concepts, Inc.” to “Pioneer Power Solutions, Inc.”

Item 3.03     Material Modification to Rights of Security Holders.

Upon the effectiveness and as a result of the Merger, the Certificate of Incorporation and Bylaws of Pioneer became the Certificate of Incorporation and Bylaws of the Surviving Corporation.

In addition, each share of common stock, par value $0.001 per share, of Sierra that was issued and outstanding immediately prior to the Merger was converted into one (1) issued and outstanding share of common stock, par value $0.001 per share, of the Surviving Corporation (“Common Stock”), so that the holders of all of the issued and outstanding shares of common stock of Sierra immediately prior to the Merger are the holders of Common Stock of the Surviving Corporation. All shares of Pioneer owned by Sierra immediately prior to the Merger were surrendered to the Surviving Corporation and cancelled.

Item 9.01     Financial Statements and Exhibits.

(d)           Exhibits


 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


 
PIONEER POWER SOLUTIONS, INC.
 
Dated: December 2, 2009
 
By: /s/ David Davis
 
Name: David Davis
 
Title: President