Unassociated Document
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 29, 2009
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.
On May
29, 2009, Energy Focus, Inc. (the “Company”) and its five most senior executive
officers agreed that those officers will take salary reductions for the balance
of 2009 in exchange for the grant to them of restricted shares under the
Company’s 2008 Stock Incentive Plan. Those executive officers and the number of
restricted shares awarded to each are: Joseph G. Kaveski, Chief Executive
Officer, 23,679 shares; John M. Davenport, President, 94,719 shares; Nicholas G.
Berchtold, Jr., Vice President of Finance and Chief Financial Officer, 16,576
shares; Eric W. Hilliard, Vice President and Chief Operating Officer, 17,997
shares; and Roger R. Buelow, Vice President and Chief Technology Officer, 16,576
shares. Each of these officers accepted a ten percent salary reduction for the
year, except for Mr. Davenport who took a forty percent decrease. The number of
shares for each officer was based upon the dollar amount of his salary reduction
divided by the closing price of a share of the Company’s common stock on the
Nasdaq Global Market on May 29, 2009. Two other officers of the Company also
accepted salary reductions for the balance of the year in exchange for
restricted shares.
The
shares are subject to forfeiture and to a restriction on transfer. Each officer
will forfeit his rights in his shares if he ceases to provide service to the
Company as an employee, director, or consultant prior to the closing of the
first trading window after December 31, 2009 during which he does not posses
material inside information about the Company, other than cessation of service
as a result of (i) his death or (ii) his total and permanent disability, or
(iii) within three months after a change in control of the Company. Should the
officer cease to provide service to the Company as a result of any of these
three things, this restriction will lapse and his shares will not be forfeited.
The terms “service”, “total and permanent disability”, and “change in control”
are defined in the Company’s Plan. The term “trading window” means the first
twenty calendar days after the second business day following public disclosure
of the Company’s quarterly or annual financial results. Before the forfeiture
provision lapses by its terms, or by the officer’s earlier death or total and
permanent disability, or by his leaving the service of the company within three
months after change in control, the officer is not allowed to transfer any
interest in his shares. Any attempt to transfer the shares will be
ineffective.
On May
29, 2009, two members of the Company’s Board of Directors also voluntarily
relinquished director fees for the balance of 2009 in exchange for restricted
shares on the same terms as the shares granted to the officers. David Gelbaum
gave up all of his director fees for 17,413 restricted shares. Philip E. Wolfson
relinquished ten percent of his fees for 2,002 shares.
The form
of the Restricted Stock Notice of Grant and Agreement between the Company and
the officers and directors is attached as Exhibit 10.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Form
of Restricted Stock Notice of Grant and Agreement
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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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Dated:
June 4, 2009
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ENERGY
FOCUS, INC.
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By:
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/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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10.1
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Form
of Restricted Stock Notice of Grant and
Agreement
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