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 25, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Laurence V. Goddard, who had been serving as a member of the Company's Board of Directors, as well as a member of the Board's Audit and Finance Committee, resigned from these positions effective November 21, 2009.

On November 25, 2009, to fill the vacancy created by Mr. Goddard's resignation, the Directors elected R. Louis Schneeberger 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. Schneeberger 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 ("SEC").

Mr. Schneeberger, has been an owner, major shareholder, and Chief Financial Officer of Olympic Steel, Inc. (NASDAQ: ZEUS), Chairman of the Board of Royal Appliance Manufacturing Company, Inc. (formerly NYSE: RAM), and Chief Financial Officer of OM Group, Inc. (NYSE: OMG). Mr. Schneeberger has also assisted many other companies such as Anders on-DuBose, Austin Powder Company, Peco II, Inc., JumpStart, Inc., Knowledge Investment Partners and Libra Industries, Inc. as a consultant, CFO and/or board member. Mr. Schneeberger began his career with Arthur Andersen LLP for ten years with a focus on Mergers & Acquisitions and SEC matters.

As required by the terms of our 2008 Stock Incentive Plan, on November 25, 2009, the Board’s Compensation Committee granted to Mr. Schneeberger a nonqualified option to purchase 10,000 shares of our common stock at an exercise price of $0.71 per share, which is equal to the closing price of a share of EFOI’s common stock that day on The Nasdaq Global Market. The option has a term of ten years and vests in twelve equal monthly installments beginning December 26, 2009.

On December 1, 2009, the Company issued a press release announcing the change in Directors. 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.
December 1, 2009	By:	Joseph G. Kaveski
		Name: Joseph G. Kaveski
		Title: Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated December 1, 2009 - Energy Focus, Inc. Names Entrepreneur R. Louis Schneeberger to its Board of Directors

EX-99.1

Energy Focus, Inc. Names Entrepreneur R. Louis Schneeberger to its Board of Directors

Solon, OH – December 1, 2009 – Energy Focus, Inc. (NASDAQ: EFOI), a leader in providing energy efficient lighting solutions, today announced the election of entrepreneur R. Louis Schneeberger 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 Lou Schneeberger join our Board of Directors. Lou’s broad financial expertise as well as his experience in M&A, managing and financing growth, public companies, and international business will be a great asset to the company as we drive forward with our strategic business initiatives.”

Louis Schneeberger has been an owner, major shareholder and Chief Financial Officer of Olympic Steel, Inc. (NASDAQ: ZEUS), Chairman of the Board of Royal Appliance Manufacturing Company, Inc. (formerly NYSE: RAM) and Chief Financial Officer of OM Group, Inc. (NYSE: OMG). Louis has also assisted many other companies such as Anderson-DuBose, Austin Powder Company, Peco II, Inc., JumpStart, Inc., Knowledge Investment Partners and Libra Industries, Inc. as a consultant, CFO and/or board member. Louis began his career with Arthur Andersen LLP for 10 years with a focus on M&A and SEC matters.

Mr. Schneeberger replaces Larry Goddard, who recently resigned from the Board. Mr. Goddard had been serving as a Director of the Company and member of the Board’s Audit and Finance Committee.

“I would also like to thank Larry for his service on the Board and especially for his contributions as a member of the Board’s Audit and Finance Committee” added Joe Kaveski.

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:	Investor Contact:
Energy Focus, Inc., Public Relations Office (440) 715-1295 pr@energyfocusinc.com	CleanTech IR, Inc. (310) 541-6824 btanous@cleantech-ir.com