Unassociated Document
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 29, 2008
ACORN
ENERGY, INC.
(Exact
name of Registrants as Specified in their Charters)
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Delaware
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0-19771
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22-2786081
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(States
or Other Jurisdiction
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(Commission
file Numbers)
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(IRS
Employer
|
|
of
Incorporation)
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Identification
Nos.)
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4
West Rockland, Montchanin, Delaware
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19710
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrants'
telephone number, including area code (302)
656-17076
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)
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))
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry Into a Material Definitive Agreement
On
February 29, 2008, Acorn Energy, Inc. (the “Company”) entered into a Common
Stock Purchase Agreement (the “Stock Purchase Agreement”) with the Company’s
wholly-owned CoaLogix Inc. subsidiary (“CoaLogix”) and EnerTech Capital Partners
III L.P. (“EnerTech”) pursuant to which EnerTech purchased from CoaLogix a 15%
interest in CoaLogix for $1.95 million. The Company owns 85% of CoaLogix
following the transaction. The Stock Purchase Agreement contains customary
representations, warranties and indemnities.
In
connection with completing the transaction under the Stock Purchase Agreement,
the Company, CoaLogix, EnerTech and the senior management of CoaLogix entered
into a Stockholders’ Agreement dated as of February 29, 2008 (the “Stockholders’
Agreement”). Under the Stockholders’ Agreement, EnerTech is entitled to a
designate a member of the Board of Directors of CoaLogix. In addition, the
Stockholders’ Agreement provides the Company and EnerTech with reciprocal rights
of first refusal and co-sale in connection with proposed transfers of their
CoaLogix stock.
Pursuant
to the Stockholders’ Agreement, EnerTech also has a right to purchase additional
stock to maintain its percentage interest in CoaLogix in the event of dilutive
transactions. The right may be exercised until such time as the Company’s
ownership in CoaLogix is reduced to 75% or CoaLogix completes an initial public
offering.
Under
the
Stockholders’ Agreement, EnerTech and Acorn granted each other reciprocal rights
with respect to their CoaLogix stock puruant to which either of them can give
notice to the other of its offer to buy the CoaLogix stock of the other, or
to
sell its CoaLogix stock to the other, at the price stated in the notice. The
recipient of the notice will have the option to tender its shares at the stated
price or to acquire the offeror’s shares at the stated price.
The
consent of EnerTech is required for any action that creates, authorizes, or
issues any class of stock or securities of CoaLogix having any right,
preference, privilege, power or priority superior to its common stock, or any
debt or lease transaction resulting in an obligation to CoaLogix in excess
of
$3,000,000.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
None.
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 on this 6th day of March, 2008.
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ACORN
ENERGY,
INC. |
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By: |
/s/ John
A.
Moore |
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Name: John
A. Moore |
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Title: President
and Chief Executive Officer |