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 9, 2014

 

 

REAL GOODS SOLAR, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Colorado		001-34044		26-1851813
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

833 W. South Boulder Road, Louisville, CO 80027-2452

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (303) 222-8400

Not Applicable

(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:

 

¨	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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 1.01. Entry into a Material Definitive Agreement.

On July 9, 2014, Real Goods Solar, Inc., a Colorado corporation (the “Company”), closed the private placement (the “Private Placement”) contemplated by the Securities Purchase Agreement (the “Securities Purchase Agreement”) the Company entered into on July 2, 2014 with unaffiliated investors identified therein (each, an “Investor” and collectively, the “Investors”). At the closing the Company issued 2,919,301 shares of Class A common stock (the “Common Stock”) at a purchase price of $2.40 per share, for approximately $7.0 million in the aggregate, and Common Stock Purchase Warrants (the “Warrants”) to purchase up to an aggregate of 1,313,686 shares of Common Stock with an exercise price of $3.19 per such share underlying the Warrants. Eight of the Investors were affiliated with the lead placement agent the Company retained for the Private Placement. The transactions contemplated by the Securities Purchase Agreement, including the issuance of the Common Stock and the Warrants, was not a “public offering” as defined in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and met the requirements to qualify for exemption under Regulation D promulgated under the Securities Act.

Roth Capital Partners, LLC served as lead placement agent and Maxim Group LLC served as co-placement agent in connection with the Private Placement.

Upon the closing of the Private Placement, the Company issued the Warrants. The Warrants may be exercised, in whole or in part, upon the election of the holder at any time beginning on January 9, 2015 and until January 9, 2020 at an initial exercise price per share of $3.19, and may be exercised in a cashless exercise under certain circumstances. The exercise price and number of shares of Common Stock issuable under the Warrants are subject to anti-dilutive adjustments upon the occurrence of certain events, such as stock splits. The Company may not issue any shares of Common Stock upon exercise of the Warrants if the issuance would exceed the aggregate number of shares of Common Stock the Company may issue in the Private Placement under applicable NASDAQ rules unless the Company first obtains shareholder approval to such issuance. The Warrants contain provisions concerning the assumption of the Warrants in connection with a Fundamental Transaction (as defined in the Warrant), and mandatory and voluntary redemption of the Warrants under certain circumstances.

Upon closing of the Private Placement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors, which sets forth the rights of the Investors to have their shares of Common Stock purchased in the Private Placement and shares of Common Stock issuable upon exercise of the Warrants registered with the Securities and Exchange Commission (the “SEC”) for public resale under the Securities Act.

Pursuant to the Registration Rights Agreement, the Company is required to file a registration statement with the SEC (the “Registration Statement”) within 35 days after the closing of the Private Placement, registering the total number of shares of Common Stock purchased in the Private Placement and the shares of Common Stock issuable upon exercise of the Warrants. The Company is required to have the Registration Statement declared effective within 90 days after the date of the closing of the Private Placement. The Company will also be required to maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the fifth anniversary of the effectiveness of the Registration Statement or (ii) the date on which all of the registrable securities covered by the Registration Rights Agreement have been sold or transferred in a manner that they may be resold without subsequent registration under the Securities Act.

The Registration Rights Agreement further provides that in the event that (i) the Company has not filed the Registration Statement or a final prospectus within the prescribed time period, (ii) the SEC has not declared effective the Registration Statement within the prescribed time period, (iii) the Registration Statement ceases to be effective and available to the investors under certain circumstances, or (iv) the Company fails to timely file all reports required to be filed by the Company under the Securities Exchange Act of 1934, as amended, other than Current Reports on Form 8-K, the Company shall pay to the holders of registrable securities, on the occurrence of each such event and on each monthly anniversary thereof until the applicable event is cured, an amount in cash equal to 1.0% of the aggregate purchase price paid by such Investor multiplied by the percentage of such Investor’s registrable securities that are not covered by the Registration Statement, up to a maximum of 10.0% of such aggregate purchase price.

The Warrants and the Registration Rights Agreement contain ordinary and customary provisions for agreements of this nature, such as covenants and indemnification obligations, as applicable. The foregoing descriptions of the Warrants and the Registration Rights Agreement do not purport to describe all of the terms and provisions thereof and are qualified in their entirety by reference to the forms of Warrant and the Registration Rights Agreement which are filed as Exhibits 4.1 and 10.1, respectively, to the Company’s Current Report on Form 8-K filed on July 3, 2014, and are incorporated herein by reference.

The disclosures set forth in Item 3.02 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 1.01.

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Item 3.02. Unregistered Sales of Equity Securities.

The disclosures set forth in Item 1.01 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 3.02.

On July 9, 2014, the Company issued and sold an aggregate of 2,919,301 shares of Common Stock and Warrants to purchase an aggregate of 1,313,686 shares of Common Stock for an aggregate purchase price of approximately $7.0 million in cash.

Investors represented in writing that they were accredited investors and acquired the securities for their own accounts. A legend will be placed on the stock certificates stating that the securities have not been registered under the Securities Act and cannot be sold or otherwise transferred without registration or an exemption therefrom.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description of Exhibit
Exhibit 4.1		Form of Warrant, dated July 9, 2014 (Incorporated by reference to Exhibit 4.1 to Real Goods Solar, Inc.’s Current Report on Form 8-K filed July 3, 2014 (Commission File No. 001-34044))
Exhibit 10.1		Form of Registration Rights Agreement, dated July 9, 2014, among Real Goods Solar, Inc. and the Investors (Incorporated by reference to Exhibit 10.2 to Real Goods Solar, Inc.’s Current Report on Form 8-K filed July 3, 2014 (Commission File No. 001-34044))
Exhibit 99.1		Press Release, issued by Real Goods Solar, Inc. on July 9, 2014

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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.

 

Date: July 9, 2014

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EXHIBIT INDEX

 

Exhibit No.		Description of Exhibit
Exhibit 4.1		Form of Warrant, dated July 9, 2014 (Incorporated by reference to Exhibit 4.1 to Real Goods Solar, Inc.’s Current Report on Form 8-K filed July 3, 2014 (Commission File No. 001-34044))
Exhibit 10.1		Form of Registration Rights Agreement, dated July 9, 2014, among Real Goods Solar, Inc. and the Investors (Incorporated by reference to Exhibit 10.2 to Real Goods Solar, Inc.’s Current Report on Form 8-K filed July 3, 2014 (Commission File No. 001-34044))
Exhibit 99.1		Press Release, issued by Real Goods Solar, Inc. on July 9, 2014

Exhibit 99.1

 

RGS Energy Completes $7.0 Million Private Equity Offering

LOUISVILLE, CO – July 9, 2014 – RGS Energy (NASDAQ: RGSE), a nationwide leader of turnkey solar energy solutions for residential, commercial, and utility customers, has completed its previously announced private equity offering for gross proceeds of approximately $7.0 million.

After paying placement agent fees and offering expenses, the company plans to use the net proceeds of approximately $6.4 million to support the launch of its residential leasing platform and for general working capital purposes, including debt repayment.

The financing terms included the sale of 2,919,301 shares of Class A common stock at a per share price of $2.40 and warrants to purchase 1,313,686 shares of Class A common stock, exercisable six months from the date of issuance and for a period of five years thereafter at an exercise price of $3.19.

“This additional capital enables us to accelerate the deployment of our in-house residential leasing platform,” said Kam Mofid, CEO of RGS Energy. “Coupled with our strong nationwide footprint, including our recent acquisition in Hawaii, our internal leasing solution will allow us to better serve and grow our customer base.”

Roth Capital Partners served as lead placement agent and Maxim Group LLC as co-placement agent in connection with the transaction.

About RGS Energy

RGS Energy (NASDAQ: RGSE) is one of the nation’s pioneering solar energy companies serving commercial, residential, and utility customers. Beginning with one of the very first photovoltaic panels sold to the public in the U.S. in 1978, the company has installed more than 22,500 solar power systems representing over 235 megawatts of 100% clean renewable energy. RGS Energy makes it very convenient for customers to save on their energy bills by providing a comprehensive solar solution, from design, financing, permitting and installation to ongoing monitoring, maintenance and support.

As one of the nation’s largest and most experienced solar power players, the company has 20 offices across the West and the Northeast. For more information, visit RGSEnergy.com, on Facebook at www.facebook.com/rgsenergy and on Twitter at https://twitter.com/rgsenergy. RGS Energy is a trade name and RGS Energy makes filings with the Securities and Exchange Commission under its official name “Real Goods Solar, Inc.”

Cautionary Statement Regarding Forward-Looking Statements

This communication includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,” “should” or comparable terminology or by discussions of strategy. While RGS Energy believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. Risks and uncertainties that could cause materially different results include, among others, failure to successfully launch a residential leasing platform, the possibility of negative impact from weather conditions, introduction of new products and services, completion and integration of acquisitions, the possibility of negative economic conditions, and other risks and uncertainties included in RGS Energy’s filings with the Securities and Exchange Commission. RGS Energy assumes no duty to update any forward-looking statements.

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Media and Investor Relations Contact for RGS Energy:

Ron Both

Liolios Group, Inc.

Tel 1-949-574-3860

RGSE@liolios.com

 

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