Amended Current Report Filing (8-k/a)
July 30 2014 - 05:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 14, 2014
REAL GOODS SOLAR, INC.
(Exact Name of Registrant as Specified in its Charter)
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Colorado
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001-34044
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26-1851813
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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833 West South Boulder Road, Louisville, CO 80027-2452
(Address of Principal Executive Offices, Including Zip Code)
Registrants 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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
On May 16, 2014, Real Goods Solar, Inc. filed a Current Report on Form 8-K (the Original Form 8-K) to report the closing of the acquisition
contemplated by the Membership Interest Purchase Agreement, dated as of March 26, 2014, as amended (the Purchase Agreement), with Elemental Energy LLC, doing business as Sunetric (Sunetric), and Sunetrics owners.
This Current Report on Form 8-K/A amends and supplements the Original Form 8-K and is being filed to provide the financial statements and pro forma information described under Item 9.01 below. No other modifications to the Original Form 8-K are
being made by this amendment.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of Sunetric as of and for the years ended December 31, 2013 and 2012, including the report of the
independent registered public accounting firm, are filed as Exhibit 99.1 hereto and incorporated herein by reference. The unaudited condensed financial statements of Sunetric as of and for the three months ended March 31, 2014 and 2013 are
filed as Exhibit 99.2 hereto and incorporated herein by reference.
(b) Pro Forma Financial Information.
The required unaudited pro forma condensed combined financial statements of Real Goods Solar, Inc. and Sunetric as of and for the three months
ended March 31, 2014 and for the year ended December 31, 2013, are filed as Exhibit 99.3 hereto and incorporated herein by reference.
(
d
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Exhibits.
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Exhibit No.
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Description of Exhibit
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23.1
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Consent of EKS&H LLLP
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99.1
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Audited financial statements of Elemental Energy LLC, DBA Sunetric, as of and for the years ended December 31, 2013 and 2012
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99.2
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Unaudited condensed financial statements of Elemental Energy LLC, DBA Sunetric, as of and for the three months ended March 31, 2014 and 2013
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99.3
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Unaudited pro forma condensed combined financial statements of Real Goods Solar, Inc. and Sunetric as of and for the three months ended March 31, 2014 and for the year ended December 31, 2013
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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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REAL GOODS SOLAR, INC.
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By:
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/s/ Anthony DiPaolo
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Anthony DiPaolo
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Chief Financial Officer
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Date: July 30, 2014
EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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23.1
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Consent of EKS&H LLLP
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99.1
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Audited financial statements of Elemental Energy LLC, DBA Sunetric, as of and for the years ended December 31, 2013 and 2012
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99.2
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Unaudited condensed financial statements of Elemental Energy LLC, DBA Sunetric, as of and for the three months ended March 31, 2014 and 2013
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99.3
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Unaudited pro forma condensed combined financial statements of Real Goods Solar, Inc. and Sunetric as of and for the three months ended March 31, 2014 and for the year ended December 31, 2013
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