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): February 6, 2015
SOLAR3D, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-49805
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01-0592299
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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IRS Employer
Identification No.)
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26 West Mission Avenue #8
Santa Barbara, CA
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93101
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(Address of Principal Executive Offices)
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(Zip Code)
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(805) 690-9000
(Registrant’s telephone number, including area code)
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
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨ 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.
On February 6, 2015, Mr. Tracy Welch (“Welch”) was appointed to serve as the Chief Financial Officer of Solar3D, Inc. (the “Company”).
Mr. Welch, age 59, served as the Controller of Maverik, a $2.4 billion Utah retail company with 270 locations. From 2011 until 2013, Welch served as the Chief Financial Officer of Ambre Energy North America, a $400 million energy and mining firm, where he oversaw all financial reporting, investment and public offering activities. From 2010 until 2011, Mr. Welch served as the Treasurer of Verso Paper, a Tennessee paper manufacturer, where Mr. Welch oversaw financing and risk management activities. From 2009 until 2010, Mr. Welch served as the Treasurer of Hawkeye Energy, an Iowa ethanol company and from 2007 until 2008 served as the Chief Financial Officer of Global Ethanol, a $400 million Minnesota ethanol company. From 2002 until 2007, Mr. Welch served as Treasurer, Senior Vice-President, and Chief Financial Officer of Schwan’s Global Food Service, a $3.5 billion global frozen food manufacturer and distributor, where Mr. Welch oversaw the creation of the company’s treasury department, facilitated and structured company M&A activities, and oversaw risk management activities for the company including establishment of a companywide Enterprise Risk Management program. Mr. Welch received his Bachelor of Science in accounting from Utah State University and his Master’s in Business Administration from the University of Utah. Mr. Welch was also previously a Certified Public Accountant in the State of Ohio.
Mr. Welch will receive a base salary of $195,000 per annum, with a potential bonus payment of $40,000. Also, Mr. Welch will receive an initial restricted stock grant of 3,000,000 shares, pursuant to the terms of a Restricted Stock Grant Agreement (the "RSGA") entered into with Welch. All shares issuable under the RSGA are performance shares and none have yet vested nor been issued. The RSGA provides for the issuance of up to 3,000,000 shares of the Company's common stock to Welch in stages as certain milestones are achieved by the Company, as follows:
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1,000,000 Restricted Shares: The Company’s aggregate net income from operations, for the trailing 4 quarters, as reported in the Company’s quarterly or annual financial statements, equals or exceeds $2,000,000; and
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1,000,000 Restricted Shares: The Company’s aggregate net income from operations, for the trailing 4 quarters, as reported in the Company’s quarterly or annual financial statements, equals or exceeds $3,000,000; and
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1,000,000 Restricted Shares: The Company’s aggregate net income from operations, for the trailing 4 quarters, as reported in the Company’s quarterly or annual financial statements, equals or exceeds $4,000,000.
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The foregoing description of the RSGA does not purport to be complete and is qualified in its entirety by reference to the complete text of each of such document.
Item 9.01 Financial Statements and Exhibits.
(d) The following are filed as exhibits to this report on Form 8-K.
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Exhibit No.
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Description
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99.1
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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 thereunto duly authorized.
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SOLAR3D, INC.
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Date: February 10, 2015
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By:
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/s/ James B. Nelson
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Name: James B. Nelson
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Title: Chief Executive Officer
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Exhibit 99.1
Solar3D Names Tracy Welch as Chief Financial Officer
Financial executive brings extensive energy industry experience with an emphasis on acquisitions
SANTA BARBARA, CA--(Marketwired - February 10, 2015) - Solar3D, Inc. (SLTD), a leading solar power company and the developer of a proprietary high efficiency solar cell, announcing today that it has hired Tracy Welch as Chief Financial Officer (CFO), effective immediately.
Welch joins Solar3D after holding CFO and Treasurer roles at several large private and publicly held companies, including multi-billion dollar energy companies KN Energy and Smith International, and food giant, Schwan's. Welch's responsibilities while leading publicly traded companies include, among others, financing acquisitions, developing financial departments, post acquisition integration, safety and risk management, and ultimately driving revenue and profit optimization. During his career Welch has overseen the successful raise of billions in capital through private and public debt offerings.
Welch is an ideal fit for Solar3D due in large part to his extensive energy industry experience, and his reputation for successfully evaluating, financing and integrating acquisitions. During his career, Welch has completed 36 transactions ranging in size from $10 million to $500 million, and has been largely responsible for the financial assimilation and integration of those companies into the parent organization.
"We are thrilled that Tracy has joined Solar3D during this period of explosive growth," said Jim Nelson, CEO of Solar 3D. "Known for his strong financial leadership and expertise in completing and integrating acquisitions, we feel that Tracy is a perfect fit for the Company as we continue to pursue our growth-by-acquisition model. This addition adds yet another recognized industry leader to the Solar3D team, as we grow in both size and revenue."
"Solar3D's impressive trajectory and growth model made this an ideal opportunity for me, and an offer that I was pleased to accept," said Tracy Welch, CFO of Solar3D. "Through both its technology and operating divisions, Solar3D has positioned itself as one of the fastest growing companies within the booming solar industry. I look forward to supporting the Company's expansive growth and revenue generation plans as we continue to establish Solar3D as a top tier brand for customers and investors."
About Solar3D, Inc.
Solar3D is a leading provider of solar power solutions and the developer of a proprietary high efficiency solar cell. The company's SUNworks division focuses on the design, installation and management of solar power systems for commercial, agricultural and residential customers. SUNworks is one of the fastest growing solar systems providers in California and has delivered hundreds of 2.5 kilowatt to 1-megawatt commercial systems and has the capability of providing systems as large as 25 megawatts. Solar3D's technology division is developing a patent-pending 3-dimensional solar cell technology to maximize the conversion of sunlight into electricity. The Solar3D Cell collects sunlight from a wide angle and lets light bounce around in 3-dimensional microstructures on the solar cell surface. The Company's mission is to further the widespread adoption of solar power by deploying affordable, state-of-the-art systems and developing breakthrough new solar technologies.
To learn more about Solar3D, visit our website at http://www.Solar3D.com.
Safe Harbor Statement
Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These risks include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, products, and prospects for sales, failure to commercialize our technology, failure of technology to perform as expected, failure to earn profit or revenue, higher costs than expected, persistent operating losses, ownership dilution, inability to repay debt, failure of acquired businesses to perform as expected, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company.
Contact:
Media
Eric Fischgrund
FischTank Marketing and PR
eric@fischtankpr.com
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