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 24, 2008

ENERGY FOCUS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-24230	94-3021850
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

32000 Aurora Road
Solon, Ohio	44139
(Address of principal executive offices)	(Zip Code)

(440) 715-1300

(Registrant’s telephone number,

including area code)

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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications 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.

Ronald A. Casentini, who had been serving as a member of the Company’s Board of Directors, as Chairman of the Board’s Audit and Finance Committee, and as a member of the Board’s Compensation Committee, resigned from those positions effective July 15, 2008. In order to provide a smooth transition to the new Chairman of the Audit and Finance Committee, Mr. Casentini has graciously agreed to provide us with financial guidance services on a consulting basis during the next year.

On July 18, 2008, to fill the vacancy created by Mr. Casentini’s resignation and in line with the company’s desire to diversify the Board, the Directors elected Laurence V. Goddard as a member of the Board and appointed him as a member of the Board’s Audit and Finance Committee. The Board determined that Mr. Goddard is an “independent director” as that term is defined by applicable listing standards of The Nasdaq Stock Market and rules of the Securities and Exchange Commission. On July 20, 2008, the Board also appointed Mr. Michael Kasper, one of our Directors and a member of our Audit and Finance Committee, as Chairman of that Committee, a position that Mr. Kasper held prior to Mr. Casentini joining the Board.

Mr. Goddard, who is 50 years old, is the President of the Parkland Group, Inc., Cleveland, Ohio, which he founded in 1989 to provide specialized turnaround and business improvement services. Mr. Goddard’s experience includes business performance and profitability improvement, turnarounds, workouts, and management support. Mr. Goddard has extensive experience in manufacturing businesses of all types, as well as distribution, retail, service, and construction businesses. From 1982 to 1990, Mr. Goddard was the President and Chief Executive Officer of WACO International, a national manufacturer and distributor of construction equipment and supplies located in Cleveland, Ohio. At WACO, Mr. Goddard led the acquisition of eight companies which resulted in the growth of revenues from $8 million to over $100 million. Mr. Goddard has also held roles at Price Waterhouse. He is a Canadian Chartered Accountant, a Chartered Business Valuator, and a Certified Turnaround Professional.

As required by the terms of our 2004 Stock Incentive Plan, on July 18, 2008, the Board’s Compensation Committee granted to Mr. Goddard a nonqualified option to purchase 10,000 shares of our common stock at an exercise price of $1.89 per share, which is equal to the closing price of a share of EFOI’s common stock that day on The Nasdaq Stock Market. The option has a term of ten years and vests in twelve equal monthly installments beginning August 18, 2008.

On July 24, 2008, we issued a press release announcing the change in Directors. A copy of the press release is furnished a Exhibit 99.1 and incorporated by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following Exhibits are provided with this Report.

Exhibit No.	Description
99.1	Press Release dated July 24, 2008.

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. 

Dated: July 24 , 2008

ENERGY FOCUS, INC.
By:	/s/ Joseph G. Kaveski
Name:	Joseph G. Kaveski
Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 24, 2008.

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EX-99.1

FOR IMMEDIATE RELEASE EXHIBIT 99.1

Media Contact:

Energy Focus, Inc., Public Relations Office

(440) 715-1295

pr@energyfocusinc.com

Energy Focus, Inc. Names Business Improvement Specialist Larry Goddard to Board of Directors

SOLON, Ohio, July 24, 2008-- Energy Focus, Inc. (Nasdaq: EFOI), the global leader in energy-efficient lighting technologies, is pleased to announce the election of turnaround and business improvement specialist Larry Goddard to the Company’s Board of Directors and his appointment as a member of the Board’s Audit and Finance Committee.

“Energy Focus is a global source for the most energy efficient lighting technologies available and we are aggressively enhancing our business development capabilities,” said Joseph Kaveski, CEO of Energy Focus, Inc. “I am truly pleased to have Larry Goddard join our Board of Directors. His experience and expertise in transformational business practices, including business performance and profitability improvement, turnarounds, workouts, and management support, will be a great asset to Energy Focus as we drive forward with our strategic business initiatives.”

Larry Goddard was born and educated in South Africa and has over 25 years of experience helping companies throughout North America enhance their performance and profitability. He is the President of the Parkland Group, Inc., of Cleveland, Ohio, which he founded in 1989 to provide specialized turnaround and business improvement services. Mr. Goddard has extensive experience in manufacturing businesses of all types, as well as distribution, retail, service, and construction businesses. From 1982 to 1990, Mr. Goddard was the President and Chief Executive Officer of WACO International, a national manufacturer and distributor of construction equipment and supplies located in Cleveland. At WACO, Mr. Goddard led the acquisition of eight companies, which resulted in the growth of revenues from $8 million to over $100 million. He is a Canadian Chartered Accountant, a Chartered Business Valuator, and a Certified Turnaround Professional and serves on numerous corporate advisory boards.

Mr. Goddard is also the author of several well-received books on business improvement, including “Corporate Intensive Care: Why Businesses Fail and How to Make Them Succeed.”

Mr. Goddard replaces Ronald A. Casentini, who resigned from the Board effective July 15, 2008. Mr. Casentini had been serving as a member of the Company’s Board of Directors, as Chairman of the Board’s Audit and Finance Committee, and as a member of the Board’s Compensation Committee. On July 18, 2008, the Board appointed Michael Kasper, one of the Company’s Directors and a member of the Audit and Finance Committee, as Chairman of that Committee, a position that Mr. Kasper had held prior to Mr. Casentini joining the Board.

About Energy Focus, Inc.

Energy Focus, Inc. (NASDAQ: EFOI), designs, develops, manufactures and markets lighting systems for wide-ranging uses in both the general commercial and the pool and spa lighting markets. Energy Focus EFO® systems offer energy savings, heat dissipation and maintenance cost benefits over conventional lighting for multiple applications. The Company’s headquarters are located at 32000 Aurora Rd., Solon, Ohio. The Company has additional offices in California, the United Kingdom, and Germany. Telephone: (440) 715-1300. For more information, see www.energyfocusinc.com.

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding the business outlook for 2008 and thereafter, future pool market sales, and the potential growth of EFO sales based upon its energy savings over halogen and fluorescent lights. Investors are cautioned that all forward-looking statements involve risks and uncertainties. Actual results may differ materially from the results predicted. Risk factors that could affect the Company’s future include, but are not limited to, a slowing of the U.S. and world economies and its effect on Energy Focus’ markets, failure to develop marketable products from new technologies, failure of EFO or other new products to meet performance expectations, unanticipated costs of integrating acquisitions into the Energy Focus operation, delays in manufacturing of products, increased competition, other adverse sales and distribution factors, and greater than anticipated costs and/or warranty expenses. For more information about potential factors which could affect Energy Focus financial results, please refer to the Company’s SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2007, and its quarterly reports on Form 10-Q. These forward-looking statements speak only as of the date hereof. Energy Focus disclaims any intention or obligation to update or revise any forward-looking statements.