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): April 29, 2013
ENERGY FOCUS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-24230 |
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94-3021850 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
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32000 Aurora Road |
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Solon, Ohio |
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44139 | ||
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(Address of principal executive offices) |
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(Zip Code) | ||
(440) 715-1300
(Registrant’s telephone number, including area code)
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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ 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.
Joseph G. Kaveski has stepped down as the Company’s Chief Executive Officer effective April 30, 2013. He will remain on the Company’s Board of Directors. Mr. Kaveski is entitled to receive severance benefits for one year as provided in his continuity agreement.
Effective April 30, 2013, the Board has appointed James Tu as the Executive Chairman of the Board. In that capacity Mr. Tu effectively will serve as the Company’s principal executive officer.
Mr. Tu, 44, is the Founder, Chief Executive Officer and Chief Investment Officer of 5 Elements Global Advisors, an investment advisory and management company managing the holdings of 5 Elements Global Fund LP, a beneficial owner of more than five percent (5%) of the Company’s Common Stock, and 5 Elements Energy Efficiency Ltd, a beneficial owner of more than ten percent (10%) of the Company’s Common Stock. 5 Elements Global Advisors focuses on investing in clean energy companies with breakthrough, commercialized technologies and near-term profitability potential. He is also Co-Founder of Communal International Ltd. “(Communal”), a British Virgin Islands Company dedicated to assisting clean energy solutions companies maximize their technology and product potential, and gain access to global marketing, distribution licensing, manufacturing and financing resources. Previously he was the Director of Investment Management of Gerstein Fisher & Associates, and an equity analyst at Dolphin Asset Management Corp. Mr. Tu holds a bachelor of science in electrical engineering from Tsing-Hua University in Taiwan, and a master of business administration from Baruch College in New York. He is also a Chartered Financial Analyst.
In connection with serving as Executive Chairman of the Board, Mr. Tu will receive an annual base salary of $120,000 and receive a stock option grant for 400,000 shares of the Company’s common stock exercisable at $0.23 per share vesting ratably over a 12-month period. Mr. Tu and the Company have not entered into an employment agreement, and he will no longer receive compensation for serving on the Board as an outside director. Mr. Tu has not been appointed to serve on any committees of the Board of Directors.
On February 27, 2012, the Company entered into an Asian Business Development/Collaboration Agreement with Communal International Ltd. The agreement had a 60 month term, under which the Company paid $522,500 to Communal. Additionally, during the term of the agreement, the Company will pay Communal a five percent (5%) commission on the Company’s net sales which occur within the Territory, as defined by the agreement. The Company has incurred no commissions due under this agreement.
Effective on January 1, 2013, the Asian Business Development/Collaboration Agreement with Communal was amended to reflect the extension of the terms of the agreement for an additional 12 months, and the addition of certain services and countries in the territory covered by the agreement. In connection with the amended and restated agreement, the Company agreed to pay an additional $425,000 through December 2013. After December 31, 2013, the Company may terminate the agreement upon 30 days written notice.
Additionally, the Board has appointed Eric W. Hilliard President and Chief Operating Officer. Mr. Hilliard has served as the Company’s Chief Operating Officer and Vice President since joining the Company in November 2006. In connection with serving as the Company’s President, Mr. Hilliard’s annual salary will be raised to $200,000, and he will receive a stock option grant for 100,000 shares of the Company’s common stock exercisable at $0.23 per share vesting ratably over a 12-month period. Mr. Hilliard and the Company have not entered into an employment agreement.
Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits |
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99.1 |
Press release dated May 1, 2013. |
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.
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Dated: May 3, 2013 |
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ENERGY FOCUS, INC. | |||
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By |
/s/ Mark J. Plush | |||
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Name: |
Mark J. Plush | ||
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Title: |
Chief Financial Officer | ||
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
Press release dated May 1, 2013. |
Exhibit 99.1
Energy Focus Announces Change in Executive Leadership
SOLON, Ohio, May 1, 2013 -- Energy Focus, Inc. (OTCQB: EFOI) today announced that Joseph Kaveski has stepped down as its Chief Executive Officer. The Board of Directors has appointed James Tu, previously non-executive Chairman of the Board, Executive Chairman. The Board has also appointed Eric Hilliard as President, a role he assumes in addition to his current role as Chief Operating Officer.
“While we have made continuing progress towards a number of business initiatives in the last few years, the Board decided that it is in the best interests of Energy Focus to make a leadership change,” said James Tu. “On behalf of the Board, I want to thank Joe for his dedication and wish him the best in his future endeavors.”
“I believe that Energy Focus has not only a strong portfolio of differentiating intellectual property in advanced LED lighting applications but also an extremely competitive portfolio of LED products today,” continued Mr. Tu. “We have an industry leading R&D team, experienced sales force in key distribution channels and global sourcing capability that together serve as a solid foundation for the Company to become a global leader in the LED lighting retrofit market, which itself is entering a multi-year period of explosive growth. I’m looking forward to working with our talented and dedicated staff to build Energy Focus into a strong organization, and accelerate the path of creating substantial value for the Company’s stakeholders.”
James Tu was appointed non-executive Chairman of the Board of Directors in December 2012. Mr. Tu is the Founder, Chief Executive Officer and Chief Investment Officer of 5 Elements Global Advisors, an investment advisory and management company focusing on investing in clean energy companies with breakthrough technologies and near-term profitability potential. He is also Co-Founder of Communal International Ltd., which is dedicated to assisting clean energy solutions companies access to global marketing, distribution, licensing, manufacturing and financing resources. Mr. Hilliard has served as the Company’s Chief Operating Officer and Vice President since joining Energy Focus in November 2006.
Forward Looking Statements
Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For more information about potential factors that could affect the financial results of Energy Focus, 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.
About Energy Focus, Inc.
Energy Focus, Inc. is a leading provider of energy efficient LED lighting products, turnkey energy efficient lighting solutions and a developer of energy efficient lighting technology. Our 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.
Customers include national, state and local U.S. government agencies as well as Fortune 500 companies, the U.S. Navy, 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 our web site at www.energyfocusinc.com.
Media Contact:
Energy Focus, Inc.
Public Relations Office
(440) 715-1295
pr@energyfocusinc.com
Investor Contact:
Brion Tanous
CleanTech IR, Inc.
(310) 541-6824
btanous@cleantech-ir.com