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) May 12,
2010
ACORN
ENERGY, INC.
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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0-19771
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22-2786081
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(State or Other Jurisdiction
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(Commission file Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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4 West
Rockland Road, 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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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
1 – Registrant’s Business Operations
Item
1.01 Entry Into a Material Definitive Agreement
Section
2 – Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets
On
November 4, 2009 we entered into a binding letter of intent with GridSense Pty
Ltd (“GridSense”) and the principal stockholders of GridSense to acquire all of
the outstanding shares of GridSense that the Company did not already own. This
letter of intent had expired but served as the basis for the parties to
negotiate the Share Sale Agreement which the parties executed and closed on May
12, 2010 with an effective date as of April 28, 2010. Prior to the acquisition,
we owned shares of GridSense representing approximately 30% of GridSense’s
outstanding shares. GridSense provides remote monitoring and control
systems to electric utilities and industrial facilities worldwide.
Under the
terms of the Share Sale Agreement, we acquired the outstanding GridSense shares
that were not owned by us (approximately 70%) in consideration for 206,995
shares of our common stock. Under the Share Sale Agreement these shares were
valued at $5.91 per share which was the volume weighted average of our common
stock for the 20 trading days preceding October 16, 2009. In
addition, we acquired $1,128,339 principal amount of promissory notes of
GridSense at a price equal to the principal amount plus accrued interest
($1,763,555). Under the Share Sale Agreement, 50% of the purchase price of
the notes was paid in cash ($881,778) and 50% was paid in shares of our
common stock, valued at $5.91 per share, which resulted in the issuance of
149,201 shares of our common stock. In addition, we provided GridSense with
approximately $594,000 at closing to be used to pay a shareholder
loan.
Under the
Share Sale Agreement, we have also agreed to pay an earn-out to the shareholders
of GridSense as part of the consideration for their shares. To the extent
that GridSense’s sales for the period April 1, 2010 through March 31, 2011
exceed $4,383,720, we would pay the GridSense shareholders an amount equal to
50% of that excess, up to $2,435,400, multiplied by 69.86% (representing their
ownership interest in GridSense) for a maximum earn-out of $1,701,370. We
have the option of paying any earn-out in cash and/or shares of our common
stock. If we use shares as all or part of the payment, each share would be
valued as the volume weighted average price of our common stock on the 20
trading days preceding the date of the issuance of the auditor’s report relating
to the Company’s 2010 financial statements.
The
shares of common stock which were issued in consideration for acquiring the
debt, including any shares issued in payment of the earn-out, are subject
to an escrow for possible indemnity claims and restrictive legend, with 50% of
the shares released after six months and the balance one year after
issuance. The shares of common stock which have been and may be issued
in consideration for acquiring Gridsense’s shares would be subject to
restrictive legends. The escrow arrangement and the restrictive legends provide
that 50% of the shares will be available for trading after six months and the
balance available for trading one year after issuance.
When we
signed the letter of intent, we loaned GridSense $550,000 which accrues interest
at 8% per annum and is due in October 2011. On March 4, 2010 we loaned
GridSense an additional $200,000 at 8% interest per annum that is due in March,
2012.
Pursuant
to the terms of the Share Sale Agreement, the Company has agreed to provide
GridSense with up to an additional $1,800,000 in working capital which may be in
the form of debt or equity.
Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
On May
12, 2010, we issued a press release announcing the completion of the acquisition
of GridSense. The press release is filed as Exhibit 99.1
hereto.
Section 9 – Financial Statements and
Exhibits
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements of Businesses Acquired.
The
financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment to this Form 8-K within 71 calendar days of the date on which this
Report is required to be filed.
(b)
Pro Forma Financial Information.
The pro
forma financial information required by Item 9.01(b) of Form 8-K will be filed
by amendment to this Form 8-K within 71 calendar days of the date on which this
report is required to be filed.
(d) Exhibits
99.1
Press Release dated May 12, 2010
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 13th day of May, 2009.
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By:
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/s/
Joe B. Cogdell, Jr.
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Joe
B. Cogdell, Jr.
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Title:
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Vice
President, General
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Counsel
and Secretary
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