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): December 31, 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 3.02 Unregistered Sales of Equity Securities.

On December 31, 2009, the Company issued to Woodstone Energy, LLC, a Tennessee limited liability company located in Nashville, Tennessee, warrants to purchase up to 600,000 shares of the Company’s common stock at an exercise price of $0.65 per share and with a term ending on December 31, 2014. The warrants become exercisable only if Stones River Companies, LLC ("SRC"), Nashville, Tennessee, a subsidiary of the Company, receives from Woodstone Energy firm contracts or purchase orders for at least $10,000,000 by June 30, 2013. The warrants vest in two tranches: 400,000 shares when contracts or purchase orders between SRC and Woodstone reach $10,000,000, and an additional 200,000 shares when contracts or purchase orders between them reach an additional $5,000,000. The warrants include registration rights for the shares of common stock to be issued upon exercise of the warrants.

The offering and issuance of those warrants were not registered under the Securities Act of 1933, as amended, in rel iance upon the exemptions from the registration requirements of the Act in Section 4(2) of the Act and Rule 506 of Regulation D. To make the exemptions available, the Company relied upon the fact that its offer was made without any form of general solicitation and upon the representations of Woodstone Energy that it is an accredited investor, that it had full access to information about the Company and SRC, and that it was acquiring the warrants as principal for its own account and not with a view to or for distributing or reselling the warrants. Woodstone consented to the placement of a restrictive legend on the certificate for its warrants.

On January 7, 2010, the Company issued a press-release announcing the transaction with Woodstone Energy. A copy of the press release is furnished as Exhibit 99.1 and included 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.
January 7, 2010	By:	Joseph G. Kaveski
		Name: Joseph G. Kaveski
		Title: Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated January 7, 2010 - Energy Focus, Inc. Form Strategic Alliance with Woodstone Energy, LLC

EX-99.1

Energy Focus, Inc. Forms Strategic Alliance with Woodstone Energy, LLC

Solon, OH – January 7, 2010 – Energy Focus, Inc. (NASDAQ: EFOI), a leader in providing turnkey energy efficient lighting solutions, today announced it has formed a strategic alliance with Woodstone Energy, LLC (“Woodstone”), a commercial and industrial energy services company (“ESCO”) that designs and implements turnkey, energy-saving solutions for a variety of Fortune 50-ranked manufacturers around the globe. The arrangement creates a path for contracts totaling $15 million for Woodstone to utilize Stones River Companies, an Energy Focus company, as the turnkey lighting energy services provider for Woodstone’s energy services projects.

Doug Woodward, Woodstone’s founder and president commented, “Woodstone works with Fortune 50 manufacturers to develop a customizable energy services process to identify, justify and implement facilities optimization strategies designed to reduce costs and optimize service levels. Energy Focus’ state-of-the-art efficient lighting solutions and SRC’s expertise in designing and implementing lighting retrofits that drastically reduce energy consumption fit perfectly with that strategy.”

Joseph Kaveski, CEO, Energy Focus Inc. said: “We are pleased to announce this sales alliance with Woodstone. While Woodstone has historically developed and installed a substantial amount of energy driven lighting projects utilizing Stones River Companies, we anticipate that with the formalization of our alliance, our partnership will become even stronger leading to significant growth for both companies.”

About Energy Focus

Energy Focus, Inc. is a leading provider of turnkey 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 U.S. 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 Nashville, TN, Pleasanton, CA, and the United Kingdom. For more information, see www.energyfocusinc.com. Energy Focus Inc. recently acquired Stones River Companies (SRC) of Nashville, TN.

About Woodstone Energy

Woodstone Energy, LLC is an ESCO that designs and implements turnkey, energy-saving solutions. Woodstone develops projects that use utilities more efficiently and optimize the use of electricity, natural gas, water and waste water. Woodstone offers the needed experience in engineering and project management to take any project from idea to completion. For more information, see www.woodstoneenergy.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 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