Current Report Filing (8-k)
November 21 2016 - 1:21PM
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): November 21, 2016
REAL GOODS SOLAR,
INC.
(Exact Name
of Registrant as Specified in its Charter)
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)
Registrant’s
telephone number, including area code: (303) 222-8300
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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This Current Report on Form 8-K is
being filed to advise interested parties of the number of shares of Class A common stock of Real Goods Solar, Inc. (the “Company”)
that are issued and outstanding.
In accordance with the terms of the
Senior Secured Convertible Notes due April 1, 2019 (the “Notes”), during the period beginning on November 10, 2016
and ending at 4:00 pm ET on November 21, 2016, the Company offered to the holders of the Notes (each, a “Holder”) a
temporary reduction of the conversion price of the Notes to 50% of the lowest volume-weighted average price of the Company’s
Class A common stock during the five days preceding the submission of a conversion notice per share of Class A common stock. As
a result, Holders have converted an aggregate of approximately $0.9 million of principal and interest due under the Notes at conversion
prices between $0.345 and $0.3839 per share of Class A common stock and the Company has issued 2,654,166 shares of Class A common
stock as of November 18, 2016.
As of November 18, 2016 after giving
effect to the conversions described above, there were 11,153,102 shares of Class A common stock issued and outstanding.
In addition, the Company has offered
to Holder an additional temporary reduction of the conversion price of the Notes of $0.25 per share during the period beginning
on November 20, 2016 and ending at 9:29am ET on November 21, 2016. As a result, Holders have converted an aggregate of approximately
$0.6 million of principal and interest due under the Notes at a conversion price of $0.25 per share of Class A common stock and
the Company has issued 2,270,960 shares of Class A common stock as of the time of filing of this Current Report on Form 8-K on
November 21, 2016.
The Company expects to continue to
offer the Holders the ability to convert the remaining amounts owed under the Notes at a reduced fixed conversion price as deemed
appropriate and in the Company’s best interest.
As of the time of filing of this Current
Report on Form 8-K on November 21, 2016, including the transactions described above, Holders have converted an aggregate of $9.5
million of principal and interest under the Notes, and the Company has issued 10,891,852 shares of Class A common stock at conversion
prices between $0.25 and $1.74 per share. After giving effect to the conversions made as of the time of filing of this Current
Report on November 21, 2016, there remains outstanding Notes with an aggregate principal amount of approximately $1.2 million.
As of the time of filing of this Current
Report on Form 8-K on November 21, 2016, including the transactions described above, there are 13,424,062 shares of Common Stock
issued and outstanding.
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/ Alan Fine
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Alan Fine
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Principal Financial Officer
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Date: November 21, 2016