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 17, 2007
Distributed Energy Systems Corp.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-50453 | 20-0177690 | ||
| (State or Other Jurisdiction of Incorporation |
(Commission File Number) | (IRS Employer Identification No.) |
| 10 Technology Drive, Wallingford, Connecticut | 06492 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 678-2000
(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 (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
Effective December 17, 2007, the registrant entered into a transition agreement and general release with Ambrose L. Schwallie, in connection with the previously announced resignation of Mr. Schwallie as the registrant’s chief executive officer. The agreement provides for a transition benefit of $100,000, less all applicable taxes and withholdings, which represents three months of Mr. Schwallie’s base salary as of his resignation date, to be paid in accordance with the registrant’s normal payroll practices. A copy of the agreement is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Transition Agreement and Release between the registrant and Ambrose L. Schwallie, effective December 17, 2007. |
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.
| DISTRIBUTED ENERGY SYSTEMS CORP. | ||||
| Date: December 18, 2007 | By: | /s/ Peter J. Tallian | ||
| Peter J. Tallian, Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Transition Agreement and Release between the registrant and Ambrose L. Schwallie, effective December 17, 2007. |