Current Report Filing (8-k)
September 06 2016 - 5:23PM
Edgar (US Regulatory)
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):
September 6, 2016
SUNWORKS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36868
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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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1010
Winding Creek Road, Suite 100
Roseville,
CA
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95678
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(916)
409-6900
(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:
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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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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[ ]
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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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Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
CFO Resignation/Appointment
Effective
September 2, 2016, Mr. Tracy Welch resigned as Chief Financial Officer of Sunworks, Inc. (the “Company”).
Effective
September 6, 2016, Mr. Paul McDonnel was appointed as the Company’s Chief Financial Officer.
Mr.
McDonnel will receive a base salary of $202,200 per annum, with a potential bonus payment of $50,000. In addition, after
six months, Mr. McDonnel will be eligible to receive stock of the Company in consideration for his service as Chief Financial
Officer.
Since
2010 Mr.
McDonnel has served as the President
of Vulcan Prevision Linings. From 2009 until 2010 Mr. McDonnel served as the Chief Operating Officer of Franklin Convey Products,
LLC, and from 2006 until 2009 he served as the Chief Financial Officer of Arrowhead Research Corp. From 2003 until 2005 Mr. McDonnel
served as the Chief Executive Officer of Quality Imaging Products, and from 1999 until 2003 he served as the Chief Financial Officer
and Senior Manager- Operations of Recall Secure Destruction Services. From 1990 to 1994 Mr. McDonnel served as the Chief Financial
Officer of Reid Plastics, Inc. (“Reid”), and from 1994 until 1998 he served as Reid’s Vice President of Operations.
From 1987 to 1990 he served as the Vice President of Finance and Administration of Trojan Enterprises, and from 1982 until 1987
he served as Senior-Accountant- Small Business Division for Arthur Andersen & Co. Mr. McDonnel received his Master of Arts-
Management Accounting and Bachelor of Science – Accounting from Brigham Young University. Mr. McDonnel is a Certified Public
Accountant in the State of California.
Mr.
McDonnel does not have a family relationship with any of the executive officers or directors of the Company. Except for the compensation
arrangement described above, there are no arrangements or understandings between Mr. McDonnel and any other person pursuant to
which he was appointed as Chief Financial Officer of the Company.
Restricted
Stock Grant
In
March 2015, the Company’s shares of common stock were listed and commenced trading
on the NASDAQ Capital Market and simultaneously therewith the Company consummated an underwritten public offering for gross proceeds
of approximately $12 million. In recognition of the efforts of James Nelson, the Company’s Chief Executive Officer, in leading
the Company through the uplisting and financing transaction consummated by the Company in 2015, on August 31, 2016, the Company’s
Compensation Committee deemed it advisable and in the best interest of the Company to grant Mr. Nelson a restricted stock grant
of 250,000 shares of the Company’s common stock pursuant to the terms of the Company’s 2016 Equity Incentive Plan
(the “2016 Plan”). The restricted stock grant to Mr. Nelson will vest upon the earlier of (i) January 1, 2021, (ii)
a Change of Control as defined in the 2016 Plan (iii) upon Mr. Nelson’s retirement or (iv) upon Mr. Nelson’s death.
“Change of Control” shall mean (i) a sale of all or substantially all of the Company’s assets or (ii) a merger
with another entity or an acquisition of the Company that results in the existing shareholders of the Company owning less than
fifty percent (50%) of the outstanding shares of capital stock of the surviving entity following such transaction.
ITEM
8.01 OTHER EVENTS
On
September 6, 2016, the Company issued a press release regarding Mr. McDonnel’s appointment as Chief Executive Officer of
the Company. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d)
The following are filed as exhibits to this report on Form 8-K.
Exhibit
No.
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Description
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99.1
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Sunworks,
Inc. Press Release dated September 6, 2016
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SIGNATURES
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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SUNWORKS,
INC.
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Date:
September 6, 2016
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By:
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/s/
James B. Nelson
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Name:
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James
B. Nelson
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Title:
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Chief
Executive Officer
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