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): February 26, 2009

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))

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2009, the Board of Directors of the Company voted to increase the size of the Board from eight persons to nine persons and to elect David Gelbaum as a new director to fill the position created by that increase, effective immediately.

Mr. Gelbaum has no direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under regulations and rules of the Securities and Exchange Commission.  There is no arrangement or understanding between Mr. Gelbaum and any other persons about his selection as a director.

Mr. Gelbaum is eligible to receive a prorated portion of the Company’s 2009-2010 compensation package for non-employee directors. He will receive a prorated annual cash retainer of $20,000, payable quarterly.  All travel expenses incurred by Mr. Gelbaum for his service on the Board will be reimbursed by the Company.

On February 26, 2009, the Company awarded Mr. Gelbaum a non-statutory option under the Company’s 2008 Stock Incentive Plan to purchase 10,000 shares of the Company’s Common Stock at an exercise price per share of $1.05, the closing price of a share of the Company’s Common Stock on the Nasdaq Global Market on that day.  The option has a term of ten years and vests and becomes exercisable in twelve equal monthly installments beginning on the first month after grant.

Based upon information supplied in an amended Schedule 13D filed with the Securities and Exchange Commission on September 12, 2008, Mr. Gelbaum, along with his spouse Monica Chavez Gelbaum, is a co-trustee of The Quercus Trust, Newport Beach, California.  As stated in that filing, the Trust holds 2,685,479 shares of the Company’s Common Stock and a presently exercisable warrant to purchase 1,560,062 shares of Common Stock.  Currently the Company has 14,834,920 shares of Common Stock outstanding.  The terms of the warrant, issued to the Trust in a private placement on March 14, 2008, provide that the number of shares which may be acquired by the holder upon exercise of the warrant is limited to the extent necessary to ensure that, after the exercise, the total number of shares owned by the holder and by persons who are beneficial owners through the holder do not exceed 19.99% of the total number of the Company’s outstanding shares of Common Stock, unless the Company’s shareholders have approved a higher percentage.  Prior to that private placement, the Company amended its Rights Agreement dated October 25, 2006 with Mellon Investor Services, LLC, as Rights Agent, to allow the Trust, and persons who are beneficial owners through the Trust, to own up to 20% of the Company’s shares of Common Stock without triggering the rights under the Rights Agreement.  The general limit in the Agreement is 15%.

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Item 9.01.  Financial Statements and Exhibits.

(d)Exhibit.  The following Exhibits is furnished with this Report.

Exhibit No.	Description
99.1	Press Release issued on February 27, 2009.

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: March 4, 2009

 

ENERGY FOCUS, INC.
By:	/s/ Nicholas G. Berchtold, Jr.
	Name: Nicholas G. Berchtold, Jr.
	Title:   Vice President Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Energy Focus, Inc. Press Release dated February 27, 2009.

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EX-99.1

EXHIBIT 99.1

SOLON, Ohio, Feb. 27 /PRNewswire-FirstCall/ -- Energy Focus, Inc. (Nasdaq: EFOI - News), the global leader in energy-efficient lighting technologies, is pleased to announce the election of Cleantech Investor, David Gelbaum, to the Company's Board of Directors.

"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 Mr. Gelbaum join our Board of Directors. His expertise in the Cleantech space, particularly his experience fostering the development of emerging solar technologies, will be a great asset to Energy Focus as we drive forward to commercialize the breakthrough in solar efficiency we've achieved with our VHESC partners."

"I feel fortunate to be invested in Energy Focus and look forward to contributing to its success as a director of the company," commented Mr. Gelbaum. "The company has tremendous potential to be a major provider of energy efficient lighting solutions as well to take solar generation to the next level. It couldn't come at a better time."

"Mr. Gelbaum has been a private investor since 2002. From 1972 until 2002, he developed quantitative models for stock price returns and derivative securities for TGS Management, and from 1972 until 1989 he worked at Oakley & Sutton in a similar capacity. Mr. Gelbaum has been a strong supporter of the environment and outdoor education and in 2006 was named the 9th Most Influential Person in Southern California by the Los Angeles Times Magazine for his work in protecting the environment in Southern California.

Now, with his wife, Monica, Mr. Gelbaum is a trustee in The Quercus Trust. Almost all of the Quercus Trust's investments are in the Cleantech space. In addition to holding approximately 18% of Energy Focus' common stock, the Trust includes in its holdings other alternate energy names such as Applied Solar Modules, Axion Power, EntechSolar and ThermoEnergy. In addition to these public holdings, the fund has interests in a number of privately held companies in the Cleantech space.

About Energy Focus, Inc

Energy Focus, Inc. is a leading supplier of energy solutions and the world's only supplier of EFO®, a lighting technology that is more efficient than conventional electric lamps. Energy Focus has a long standing relationship with the US Government. EFOI's Energy Star partnership and numerous Research and Development projects for the DOE and DARPA include creating energy efficient LED lighting systems for the US Navy fleet and the next generation Very High Efficiency Solar Cell ("VHESC"). Energy Focus products are designed, manufactured and marketed for the commercial lighting and swimming pool markets.

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Energy Focus solutions provide energy savings, aesthetic, safety and maintenance cost benefits over conventional lighting. Customers include supermarket chains, retail stores, museums, theme parks and casinos, hotels, swimming pool builders and many others. Company headquarters are located at 32000 Aurora Rd., Solon, OH 44139. The company has additional offices in Pleasanton, CA, United Kingdom and Germany. 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 2009 and thereafter and the potential growth of EFO sales based upon its energy savings over conventional lighting. Investors are cautioned that all forward-looking statements involve risks and uncertainties. Actual results may differ materially from the results predicted. For more information about potential factors that could affect Energy Focus financial results, please refer to the Company's SEC reports, including its Annual Reports on Form 10-K 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.

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