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) December 31,
2009
ACORN
ENERGY, INC.
(Exact
name of Registrant as Specified in its Charter)
| |
|
|
| Delaware |
0-19771 |
22-2786081 |
| (State
or Other Jurisdiction |
(Commission
file Number) |
(IRS
Employer |
| of
Incorporation) |
|
Indentification
No.) |
| |
|
| |
|
| 4
West Rockland Road, Montchanin, Delaware |
19710 |
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
| |
|
Registrant’s
telephone number, including area code (302)
656-1707
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
2 – Financial Information
Item
2.06 Material Impairment.
On
December 30, 2009, the management of CoaLogix Inc. (“CoaLogix”), a 77.4%
subsidiary of Acorn Energy, Inc. (the “Company”), determined that a material
impairment of CoaLogix’ licensed MetalliFix technology and associated assets
will be taken by December 31, 2009. In connection with CoaLogix’ re-evaluating
and testing the economic viability of the MetalliFix technology which CoaLogix
had previously licensed from Solucorp Industries, LTD. (“Solucorp”) for use for
the removal of heavy metals such as mercury from coal-fired power plants,
CoaLogix engaged Battelle Memorial Institute (“Battelle”) to assist CoaLogix
with the determination of the economic viability of MetalliFix. On December 18,
2009, Battelle issued its assessment that MetalliFix is not economically viable
and not competitive with other commercial products for mercury control that are
currently available. After consideration of Battelle’s assessment and
re-evaluation undertaken by CoaLogix, CoaLogix’ management determined that a
material impairment of the MetalliFix technology and associated assets is
required.
CoaLogix
licensed the MetalliFix technology from Solucorp pursuant to that certain
Strategic Alliance and License Agreement dated as of May 9, 2008 (the
“Agreement”). CoaLogix is evaluating its position under the Agreement
given the impairment, and intends to engage in discussions as soon as reasonably
practicable with Solucorp regarding CoaLogix’ rights and Solucorp’s obligations
under the Agreement.
Management
estimates that the pre-tax, non-cash charges related to the foregoing impairment
will be approximately $2,400,000, which represents the current book value of the
assets related to the Solucorp license. The impairment charges are not expected
to result in future cash expenditures.
Safe
Harbor Disclosure
This Form
8-K contains forward-looking statements within the meaning of the Securities Act
and of the Exchange Act. Such forward-looking statements include, but are not
limited to, those related to future material cash expenditures, earnings growth
and financial and operating performance. Forward-looking statements are not
intended to be a guarantee of future results, but instead constitute the
Company’s current expectations based on reasonable assumptions. Forecasted
financial information is based on certain material assumptions. These
assumptions include, but are not limited to, accurate projections of revenues
and expenses of the Company’s subsidiaries and investee companies.
Actual
results could differ materially from those projected in our forward-looking
statements due to risks, uncertainties and other factors. Important factors that
could affect actual results are discussed in the Company’s filings with the
Securities and Exchange Commission including, but not limited, to the risks
discussed under Item 1A “Risk Factors” in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008, as well as our other SEC filings. The
Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
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 31st day of December, 2009.
| |
|
|
| |
|
|
| |
ACORN
ENERGY, INC. |
|
| |
|
|
|
|
|
By:
|
/s/ Joe
B. Cogdell, Jr. |
|
| |
Name: Joe
B. Cogdell, Jr.
Title: Vice
President, General Counsel & Secretary
|
|
| |
|
|
|
| |
|
|
|