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): November 2, 2009

Energy Focus, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-24230	94-3021850
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
32000 Aurora Road, Solon, Ohio		44139
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 440-715-1300

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:

[  ]  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 7.01 Regulation FD Disclosure.

The information provided under this Item 7.01 is "furnished" and shall not be deemed "filed" with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act or 1934 or the Securities Act of 1933.

On November 2, 2009, we issued a press release announcing the successful completion of the initial subscription period of its common stock rights offering to its shareholders. A copy of the press release is furnished as Exhibit 99.1 and incorporated in this report by reference.

SIGNATURES

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.

	Energy Focus, Inc.
November 2, 2009	By:	Joseph G. Kaveski
		Name: Joseph G. Kaveski
		Title: Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated November 2, 2009 - Energy Focus, Inc. Announces Successful Completion of its Rights Offering

EX-99.1

Energy Focus, Inc. Announces Successful Completion of its Rights Offering
Company Raises $3.75 Million Issuing 5.0 Million Shares; Cancels Second Offering Period

Solon, OH – November 2, 2009 – Energy Focus, Inc. (NASDAQ: EFOI), a leader in providing energy efficient lighting solutions, today announced the successful completion of its common stock rights offering to its shareholders. With approximately $3.75 million collected and 5.0 million shares sold, the company exceeded its target of $3.5 million. Energy Focus’ Board of Directors closed the offering today as of 5:00 PM Eastern Daylight Time October 30, 2009. This timing coincides with the close of the first subscription period which began October 6, 2009 and covered the exercise of rights by shareholders. A second period, scheduled to begin November 2, 2009 and to close on November 13, 2009 covering unsubscribed shares has been cancelled.

The main purpose of the offering was to raise funds for the acquisition of Stones River Companies (“SRC”) of Nashville, Tennessee, a leading lighting energy services company, as part of Energy Focus’ strategy to become a turnkey lighting energy solutions company. The acquisition of SRC is expected to close in the next 30 days.

“I am delighted by our shareholders’ broad participation in the offering,” said Joe Kaveski, Energy Focus CEO. “These funds will help take us to the next level.”

About Energy Focus

Energy Focus, Inc. is a leading supplier of energy efficient lighting solutions. These solutions provide energy savings, aesthetics, safety and maintenance cost benefits over conventional lighting. Our long-standing relationship with the U.S. Government includes numerous research and development projects for the DOE and DARPA, creating energy efficient LED lighting systems for the U.S. Navy fleet and the next generation Very High Efficiency Solar Cell. Customers include supermarket chains, the US government, state and local governmental agencies, retail stores, museums, theme parks and casinos, hotels, swimming pool builders and many others. Company headquarters are located in Solon, OH, with additional offices in Pleasanton, CA, the 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 our future business outlook, our products, our solutions, and our/or our work with leading customers including governmental agencies. 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.

Media Contact:

            Energy Focus, Inc., Public Relations Office

            (440) 715-1295

            pr@energyfocusinc.com

Investor Contact:

CleanTech IR, Inc.

310-541-6824

btanous@cleantech-ir.com