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): July
24, 2008
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)
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(440)
715-1300
(Registrant’s
telephone number,
including
area code)
N/A
(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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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))
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Ronald
A.
Casentini, who had been serving as a member of the Company’s Board of Directors,
as Chairman of the Board’s Audit and Finance Committee, and as a member of the
Board’s Compensation Committee, resigned from those positions effective July 15,
2008. In order to provide a smooth transition to the new Chairman of the Audit
and Finance Committee, Mr. Casentini has graciously agreed to provide us with
financial guidance services on a consulting basis during the next year.
On
July
18, 2008, to fill the vacancy created by Mr. Casentini’s resignation and in line
with the company’s desire to diversify the Board, the Directors elected Laurence
V. Goddard as a member of the Board and appointed him as a member of the Board’s
Audit and Finance Committee. The Board determined that Mr. Goddard is an
“independent director” as that term is defined by applicable listing standards
of The Nasdaq Stock Market and rules of the Securities and Exchange Commission.
On July 20, 2008, the Board also appointed Mr. Michael Kasper, one of our
Directors and a member of our Audit and Finance Committee, as Chairman of that
Committee, a position that Mr. Kasper held prior to Mr. Casentini joining the
Board.
Mr.
Goddard, who is 50 years old, is the President of the Parkland Group, Inc.,
Cleveland, Ohio, which he founded in 1989 to provide specialized turnaround
and
business improvement services. Mr. Goddard’s experience includes business
performance and profitability improvement, turnarounds, workouts, and management
support. Mr. Goddard has extensive experience in manufacturing businesses of
all
types, as well as distribution, retail, service, and construction businesses.
From 1982 to 1990, Mr. Goddard was the President and Chief Executive Officer
of
WACO International, a national manufacturer and distributor of construction
equipment and supplies located in Cleveland, Ohio. At WACO, Mr. Goddard led
the
acquisition of eight companies which resulted in the growth of revenues from
$8
million to over $100 million. Mr. Goddard has also held roles at Price
Waterhouse. He is a Canadian Chartered Accountant, a Chartered Business
Valuator, and a Certified Turnaround Professional.
As
required by the terms of our 2004 Stock Incentive Plan, on July 18, 2008, the
Board’s Compensation Committee granted to Mr. Goddard a nonqualified option to
purchase 10,000 shares of our common stock at an exercise price of $1.89 per
share, which is equal to the closing price of a share of EFOI’s common stock
that day on The Nasdaq Stock Market. The option has a term of ten years and
vests in twelve equal monthly installments beginning August 18,
2008.
On
July
24, 2008, we issued a press release announcing the change in Directors. A copy
of the press release is furnished a Exhibit 99.1 and incorporated by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following Exhibits are provided with this Report.
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Exhibit
No.
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Description
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99.1
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Press
Release dated July 24, 2008.
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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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ENERGY
FOCUS, INC.
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By: |
/s/
Joseph G.
Kaveski
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Name:
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Joseph
G. Kaveski
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release dated July 24, 2008.
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