UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the
Registrant
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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Real Goods Solar, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if
Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Real Goods Solar, Inc.
833 West South Boulder Road
Louisville, Colorado 80027
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, JANUARY 23, 2017
To our shareholders:
We will hold a special
meeting of shareholders of Real Goods Solar, Inc. (“we”, “us”, “our”, or “RGS Energy”),
a Colorado corporation, on January 23, 2017, at 10:00 a.m. local time, at our offices at 833 West South Boulder Road, Louisville,
CO 80027 for the following purposes:
1. to approve a reverse
stock split of all of the outstanding shares of our Class A common stock, par value $0.0001 per share, at a specific ratio within
a range from one-for-five to one-for-thirty-five and to grant authorization to our board of directors to determine, in its sole
discretion, the specific ratio and the timing of the reverse stock split at any time before January 23, 2018;
2. to approve the adjournment
of the special meeting, if necessary to solicit additional proxies, in the event that there are not sufficient votes at the time
of the special meeting to approve Proposal 1; and
3. to transact such other
business as may properly come before our special meeting, or any adjournment(s) or postponement(s) thereof.
Our board of directors
has fixed the close of business on December 23, 2016 as the record date for determining our shareholders entitled to notice of,
and to vote at, this special meeting. A complete list of our shareholders entitled to vote at this special meeting will be available
for inspection by our shareholders upon written request before this special meeting showing a proper purpose during normal business
hours at our Louisville, Colorado office and subject to satisfaction of other requirements set forth in our bylaws. Only shareholders
of record on December 23, 2016 are entitled to notice of, and to vote at, this special meeting and any adjournments or postponements
thereof.
On or about December
30, 2016, we expect to commence mailing our shareholders (other than those who previously requested electronic delivery of our
proxy materials) this proxy statement and the accompanying proxy card for the special meeting. If you received your special
meeting materials via email, the email contained voting instructions and links to the proxy statement and the accompanying
proxy card on the Internet, which are both available at www.edocumentview.com/RGSE.
Our shareholders are cordially
invited to attend this special meeting in person.
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By Order of the Board of Directors,
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December 30, 2016
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/s/ Dennis Lacey
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Dennis Lacey, Chief Executive Officer and Secretary
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YOUR VOTE IS IMPORTANT
We urge you to vote
your shares as promptly as possible.
If you have shares registered
in your own name, you may vote your shares in a number of ways:
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electronically via the Internet at www.proxyvote.com,
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by telephone, if you are in the U.S. and Canada, by calling 1-800-690-6903, or
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by mailing us an executed proxy card.
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If you hold our shares
with a broker, you may also be eligible to vote via the Internet or by telephone if your broker participates in the proxy voting
program provided by Broadridge Investor Communication Services.
Real Goods Solar, Inc.
833 West South Boulder Road
Louisville, Colorado 80027
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, JANUARY 23, 2017
We are furnishing
this proxy statement and the accompanying proxy card to our shareholders in connection with the solicitation of proxies by
and on behalf of our board of directors for use at the special meeting of shareholders to be held on Monday, January 23,
2017, starting at 10:00 a.m. local time, at 833 West South Boulder Road, Louisville, CO 80027 and at any adjournment(s) or
postponement(s) thereof. On or about December 30, 2016, we expect to commence mailing or giving our shareholders (other than
those who previously requested electronic delivery of our proxy materials) this proxy statement and the accompanying proxy
card for the special meeting. The address of our principal executive offices is 833 West South Boulder Road, Louisville,
Colorado 80027.
PURPOSE OF SPECIAL MEETING
At the special meeting,
our shareholders will be asked: (i) to approve a reverse stock split of all of the outstanding shares of our Class A common
stock, par value $0.0001 per share, at a specific ratio within a range from one-for-five to one-for-thirty-five and to grant authorization
to our board of directors to determine, in its sole discretion, the specific ratio and the timing of the reverse stock split at
any time before January 23, 2018; (ii) to approve the adjournment of the special meeting, if necessary to solicit additional proxies,
in the event that there are not sufficient votes at the time of the special meeting to approve Proposal 1; and (iii) to transact
such other business as may properly be brought before the special meeting. Our board of directors recommends a vote “FOR”
the approval of the reverse stock split and “FOR” the approval of the adjournment of the special meeting, if necessary,
as further described herein.
QUORUM AND VOTING RIGHTS
The presence, in person
or by proxy, of the holders of a majority of the outstanding votes eligible to be cast by our Class A common stock and Class
B common stock is necessary to constitute a quorum at the special meeting. Only shareholders of record at the close of business
on the record date, December 23, 2016 (the “Record Date”), will be entitled to notice of, and to vote at, the special
meeting. As of the Record Date, there were 35,494,514 shares of our Class A common stock, par value $0.0001, and no shares of
our Class B common stock, par value $0.0001, outstanding and entitled to vote. Holders of our Class A common stock as
of the Record Date are entitled to one vote for each share held. The holders of our common stock will vote together as a single
class. Cumulative voting is not permitted for any purpose. Once a quorum is present, the affirmative vote of a majority of the
votes cast on Proposal 1 shall be the act of the shareholders on such Proposal. Approval of Proposal 2 requires the affirmative
vote of a majority of the votes represented by the holders of our Class A common stock at the special meeting, whether or not a
quorum exists.
All shares of our Class
A common stock represented by properly executed proxies will, unless the proxies have previously been revoked, be voted in accordance
with properly executed instructions indicated in the proxies. Abstentions and broker non-votes will have no effect on the result
of the vote although they will count towards the presence of a quorum for this special meeting. Any shareholder executing a proxy
has the power to revoke the proxy at any time before its exercise. A proxy may be revoked before exercise by (a) filing with
us a written revocation of the proxy, (b) appearing at the special meeting and voting in person, (c) voting by telephone
or by using the Internet, either of which must be completed by 11:59 p.m. Eastern Time on January 22, 2017 (only your latest
telephone or Internet proxy is counted), or (d) submitting to us a duly executed proxy bearing a later date.
If you are a beneficial
owner of shares held in “street name” by a brokerage firm, you will provide voting instructions to the broker. In the
event that you do not instruct the broker how to vote your shares, such broker may in its discretion chose to vote such uninstructed
shares on “routine” matters only. We believe that Proposal 1 to approve the reverse stock split and Proposal 2 to approve
the adjournment of the special meeting, if necessary, are “routine” matters under applicable rules, and as such, if
you do not instruct your broker how to vote your shares, your broker may in its discretion, vote the uninstructed shares either
“FOR” or “AGAINST” Proposal 1 and Proposal 2.
On or about December
30, 2016, we expect to commence mailing our shareholders (other than those who previously requested electronic delivery of our
proxy materials) our proxy statement and the accompanying proxy card for the special meeting. If you received your special
meeting materials via email, the email contained voting instructions and links to the proxy statement and the accompanying
proxy card on the Internet, which are both available at www.edocumentview.com/RGSE.
This proxy
statement, the proxy card and voting instructions are also being made available to shareholders at
www.proxyvote.com. You may also request a printed copy of
this proxy statement and the proxy card by: (a) telephone at 1-303-222-8344; (b) Internet at
www.proxyvote.com; or (c) e-mail at investorrelations@rgsenergy.com.
We will bear the cost of
preparing, printing, assembling and mailing this proxy statement and other material furnished to shareholders in connection with
the solicitation of proxies. In addition, our officers, directors and employees may solicit proxies by written communication or
telephone. These persons will receive no special compensation for any solicitation activities. We have retained the services of
MacKenzie Partners, Inc., a professional solicitation firm, as proxy solicitor for this special meeting. We expect to pay MacKenzie
Partners, Inc. approximately $7,500 for the services it will perform as proxy solicitor in connection with this special meeting.
Further, we will reimburse MacKenzie Partners, Inc. for its reasonable out-of-pocket expenses in connection therewith. We have
also agreed to indemnify MacKenzie Partners, Inc. against certain liabilities relating to or arising out of the engagement.
UNLESS
THE SHAREHOLDER GRANTING THE PROXY SPECIFIES A DIFFERENT VOTE, IT IS THE INTENTION OF THE AGENTS DESIGNATED IN THE ENCLOSED PROXY
CARD TO VOTE “FOR” THE APPROVAL OF THE REVERSE STOCK SPLIT AS DESCRIBED IN PROPOSAL 1 and “for” the adjournment
of the Special Meeting if necessary to permit further solicitation of Proxies AS DESCRIBED IN PROPOSAL 2.
PROPOSAL 1
APPROVAL OF A REVERSE STOCK SPLIT
(Item No. 1 on Proxy Card)
Our board of directors
has adopted resolutions approving, declaring advisable and recommending that our shareholders approve a reverse stock split of
all of our outstanding shares of our Class A common stock at a specific ratio within a range from one-for-five to one-for-thirty-five
(the “Reverse Stock Split”). If approved by our shareholders, Proposal 1 would permit (but not require) our board of
directors to affect the Reverse Stock Split at any time before January 23, 2018 by a ratio of not less than one-for-five and not
more than one-for-thirty-five with the exact ratio to be set at a whole number within this range as determined by our board of
directors in its sole discretion.
We believe that enabling
our board of directors to set the ratio within the stated range will provide us with the flexibility to implement the Reverse Stock
Split in a manner designed to maximize the anticipated benefits for our shareholders. In determining a ratio, if any, following
the receipt of shareholder approval, our board of directors will consider, among other things, factors such as:
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the minimum price per share requirements of The NASDAQ Capital Market;
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the historical trading price and trading volume of our Class A common stock;
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the number of shares of our Class A common stock outstanding;
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the then-prevailing trading price and trading volume of our Class A common stock and the anticipated
impact of the Reverse Stock Split on the trading market for our Class A common stock;
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business developments affecting us; and
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prevailing general market and economic conditions.
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Reasons for the Reverse Stock Split
On December 20, 2016, we received a letter from The NASDAQ Stock
Market notifying us that for the 30 consecutive business days preceding the letter, the bid price of our Class A common stock had
closed below the minimum $1.00 per share requirement for continued inclusion on NASDAQ, based on NASDAQ Listing Rule 5550(a)(2).
We have 180 calendar days, or until June 19, 2017, to regain compliance, and may be eligible for an additional 180 day compliance
period thereafter. However, if we are not able to cure the deficiency during this second compliance period, or if we are otherwise
not eligible, the NASDAQ staff will provide notice that our Class A common stock will be subject to delisting from The NASDAQ Capital
Market.
Regain Compliance with
NASDAQ Listing Rule 5550(a)(2)
. To regain compliance, the bid price of our Class A common stock must close at $1.00 per share
or more for a minimum of 10 consecutive business days any time before the expiration of the grace periods described above. Our
board of directors has concluded that, absent a significant market-driven increase in our stock price, the best way for us to increase
the closing bid price of our Class A common stock to the level satisfactory for meeting the continued listing requirements of NASDAQ
is to affect the Reverse Stock Split. We believe that retaining listing of our Class A common stock on NASDAQ improves the marketability
and liquidity of our Class A common stock by making it available to a broader range of potential investors. If our Class A common
stock was delisted from The NASDAQ Capital Market, we believe this would reduce the volume of shares traded and increase the volatility
of our stock price. We believe that the Reverse Stock Split will be sufficient to satisfy the minimum $1.00 per share requirement
for continued inclusion on NASDAQ. However, following the Reverse Stock Split, there can be no assurance that the market price
of our Class A common stock will rise in proportion to the reduction in the number of outstanding shares resulting from the Reverse
Stock Split or that the market price of the post-split Class A common stock can be maintained at the minimum per share bid price
required by NASDAQ.
Increased Share Price
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A reverse stock split may increase the trading price of shares of our Class A common stock, potentially making them more attractive
to investors. In particular, many institutional investors are only able to own shares of common stock that meet minimum share price
thresholds.
Reduced Shareholder
Transaction Costs
. Because investors typically pay commissions based on the number of shares traded when they buy or sell shares
of our Class A common stock, investors may pay lower commissions for trading a given dollar amount of our Class A common stock
if the Reverse Stock Split occurs.
Effects of the Reverse Stock Split
After the effective date
of the proposed Reverse Stock Split, each shareholder will own a reduced number of shares of our Class A common stock. As of the
Record Date, 35,494,514 shares of our Class A common stock were issued and outstanding. The table below illustrates and exemplifies,
as of the Record Date, the number of outstanding shares of Class A common stock that would result from the Reverse Stock Split
at the listed ratios (including whole shares that are issued in lieu of fractional shares):
Reverse Stock
Split Ratio
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Number
of
Outstanding Shares
of Class A Common
Stock
Following the Reverse
Stock Split)
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Percent Reduction in
Number of Outstanding
Shares of Class A
Common Stock
Following the Reverse
Stock Split
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one-for-five
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7,098,903
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80.0
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%
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one-for-ten
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3,549,451
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90.0
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%
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one-for-fifteen
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2,366,301
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93.3
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%
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one-for-twenty
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1,774,726
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95.0
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%
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one-for-twenty-five
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1,419,781
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96.0
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one-for-thirty
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1,183,150
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96.7
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%
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one-for-thirty-five
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1,014,129
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97.1
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%
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When implemented, the number
of shares of our Class A common stock owned by each of our shareholders will be reduced by the same proportion as the reduction
in the total number of shares of our Class A common stock outstanding. The Reverse Stock Split will affect all holders of our Class
A common stock uniformly and will not affect any shareholder’s percentage ownership or voting interest in our company (except
for shareholders receiving one whole share for a fractional share interest). None of the rights currently accruing to holders of
our Class A common stock will be effected by the Reverse Stock Split.
Shareholders should also
recognize that once the Reverse Stock Split is effected, they will own a fewer number of shares than they currently own (a number
equal to the quotient of the number of shares owned immediately before the Reverse Stock Split divided by, for example, 20, assuming
a ratio of one-for-twenty). While we expect that the Reverse Stock Split will result in an increase in the per share price of our
Class A common stock, the Reverse Stock Split may not increase the per share price of our Class A common stock in proportion to
the reduction in the number of shares of our Class A common stock outstanding. It also may not result in a permanent increase in
the per share price, which depends on many factors, including our performance, prospects and other factors that may be unrelated
to the number of shares outstanding. The history of similar reverse stock splits for companies in similar circumstances is varied.
We cannot predict the effect of the Reverse Stock Split upon the market price over an extended period and, in some cases, the market
value of a company’s common stock following a reverse stock split declines.
Once the Reverse Stock
Split is effected, and should the per-share price of our Class A common stock decline, the percentage decline as an absolute number
and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.
Furthermore, the liquidity of our Class A common stock could be adversely effected by the reduced number of shares that would be
outstanding after the Reverse Stock Split.
The Reverse Stock
Split will also not affect the ability of our board of directors to designate preferred stock, and the par value and
authorized number of shares of preferred stock will not be adjusted as a result of the Reverse Stock Split. Neither the
authorized but unissued shares of Class A common stock nor the par value for our Class A common stock will adjust as a result
of the Reverse Stock Split. If effected, the Reverse Stock Split will reduce the number of issued and outstanding shares of
Class A common stock and, therefore, make available more shares of our Class A common stock for future issuances in
connection with our outstanding options and warrants, our Senior Secured Convertible Notes due April 1, 2019 (the
“Notes”), our 2008 Long Term Incentive Plan, future capital raises, and other business purposes. As of the Record
Date, following, for example, a one-for-twenty reverse stock split, we would have approximately 1.8 million shares
outstanding, approximately 64,415 shares issuable pursuant to the terms of the Notes (assuming conversion of the Notes at the
conversion price floor of $0.25), approximately 78,803 shares issuable upon exercise of outstanding options, approximately
979,055 shares issuable upon exercise of outstanding warrants, based on the current terms of such securities, and
approximately 148.2 million shares of Class A common stock available for issuance.
Our board of directors
will have the authority, subject to applicable securities laws and, to the extent applicable, securities exchange listing requirements,
to issue all authorized and unissued shares without further shareholder approval, upon such terms and conditions as our board of
directors deems appropriate. Other than with respect to outstanding options and warrants, the Notes and under the Amended and Restated
Loan Agreement, dated March 30, 2016, with Solar Solutions and Distribution, LLC, we do not presently have any definitive agreement(s)
to issue any shares of Class A common stock.
Further, an effect of the
existence of authorized but unissued capital stock may be to enable our board of directors to render more difficult, or to discourage
an attempt, to obtain control of our company by means of a merger, tender offer, proxy contest, or otherwise, and thereby to protect
the continuity of our management. If, in the due exercise of its fiduciary obligations, for example, our board of directors were
to determine that a takeover proposal was not in our best interests, such shares could be issued by our board of directors without
shareholder approval in one or more private placements or other transactions that might prevent, or render more difficult or costly,
completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent shareholder
or shareholder group, by creating a substantial voting block in institutional or other hands that might undertake to support the
position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.
We do not have any current plans, proposals, or arrangements to propose any amendments to our articles of incorporation or bylaws
that would have a material anti-takeover effect. Further, we have not proposed the Reverse Stock Split in response to any effort
of which we are aware to accumulate our Class A common stock or obtain control of our company, nor is it a plan by management to
recommend a series of similar actions to our board of directors or our shareholders. The board of directors does not intend for
any of these transactions to be the first step in a series of plans or proposals of a “going private transaction” within
the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Moreover, as a result of
the Reverse Stock Split, some shareholders may own less than 100 shares of our Class A common stock. A purchase or sale of less
than 100 shares, known as an “odd lot” transaction, may result in incrementally higher trading costs through certain
brokers, particularly “full service” brokers. Therefore, those shareholders who own less than 100 shares following
the Reverse Stock Split may be required to pay higher transaction costs if they sell their shares of Class A common stock.
No fractional shares of
post-Reverse Stock Split Class A common stock will be issued to any shareholder. In lieu of any such fractional share interest,
each holder of pre-Reverse Stock Split Class A common stock who would otherwise be entitled to receive a fractional share of post-Reverse
Stock Split Class A common stock will receive one whole share of Class A common stock for each fractional share.
Effects of the Reverse Stock Split on Outstanding
Options and Warrants and the Notes
If the Reverse Stock Split
is effected, any outstanding options and warrants entitling their holders to purchase shares of our Class A common stock will be
proportionately reduced by our board of directors in the same ratio as the reduction in the number of shares of outstanding Class
A common stock. The terms of the respective options and warrants will determine how any fractional shares resulting from such reduction
will be handled, except, to extent necessary to comply with the requirements of Code Section 409A, any fractional shares resulting
from such reduction will be rounded down to the nearest whole share. Correspondingly, the per share exercise price of such options
and warrants will be increased in direct proportion to the Reverse Stock Split ratio determined by the board of directors, so that
the aggregate dollar amount payable for the purchase of the shares subject to such securities will remain unchanged.
If the Reverse Stock Split
is effected, the fixed conversion price of the Notes will be increased in direct proportion to the Reverse Stock Split ratio determined
by the board of directors. The floating conversion price of the Notes is dependent on the market price of the Class A common stock.
It is expected that the Reverse Stock Split will cause an immediate increase in the market price of the Class A common stock. As
a result, if the Notes are converted using an increased conversion price (whether fixed or floating), a smaller amount of shares
of Class A common stock are issuable under the Notes than immediately before the Reverse Stock Split. Further, the minimum trading
price equity conditions contained in the Notes will be increased in direct proportion to the Reverse Stock Split ratio determined
by the board of directors. The $0.25 conversion price floor in the Notes will not change as a result of the Reverse Stock Split.
Effects of the Reverse Stock Split on Our
2008 Long Term Incentive Plan
With respect to the
number of shares authorized for issuance under our 2008 Long Term Incentive Plan, our board of directors will proportionately
reduce the number of authorized shares in accordance with the terms of the 2008 Long Term Incentive Plan. As of the Record
Date there were 1,576,068 shares of Class A common stock authorized for issuance under the 2008 Long Term Incentive Plan, of
which 1,350,000 remained available for future awards. Following the Reverse Stock Split, if effected, the number of
authorized shares under the 2008 Long Term Incentive Plan will be reduced in direct proportion to the Reverse Stock Split
ratio determined by our board of directors.
Certain Federal Income Tax Consequences
of the Reverse Stock Split
The following is a discussion
of certain material U.S. federal income tax consequences of the Reverse Stock Split to U.S. holders (as defined below). This discussion
is included for general information purposes only and does not purport to address all aspects of U.S. federal income tax law that
may be relevant to U.S. holders in light of their particular circumstances. This discussion is based on the Internal Revenue Code
of 1986, as amended (the “Code”), and current Treasury regulations, administrative rulings and court decisions, all
of which are subject to change, possibly on a retroactive basis, and any such change could affect the continuing validity of this
discussion.
SHAREHOLDERS ARE URGED
TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES TO
THEM OF THE REVERSE STOCK SPLIT.
This discussion does not
address tax consequences to shareholders that are subject to special tax rules, such as banks, insurance companies, regulated investment
companies, real estate investment trusts, personal holding companies, U.S. holders whose functional currency is not the U.S. dollar,
partnerships (or other flow-through entities for U.S. federal income purposes and their partners or members), persons who acquired
their shares in connection with employment or other performance of services, broker-dealers, foreign entities, nonresident alien
individuals, U.S. expatriates and tax-exempt entities. This summary also assumes that the shares of Class A common stock are held
as a “capital asset,” as defined in Section 1221 of the Code.
As used herein, the term
“U.S. holder” means a holder that is, for U.S. federal income tax purposes:
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an individual citizen or resident of the United States
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a corporation or other entity taxed as a corporation created or organized in or under the laws
of the United States or any political subdivision thereof
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an estate the income of which is subject to U.S. federal income tax regardless of its source
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or
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a trust (A) if a U.S. court is able to exercise primary supervision over the administration of
the trust and one or more “U.S. persons” (as defined in the Code) have the authority to control all substantial decisions
of the trust or (B) that has a valid election in effect to be treated as a U.S. person.
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Pursuant to the Reverse Stock Split, each holder
of our Class A common stock outstanding immediately before the effectiveness of the Reverse Stock Split will become the holder
of fewer shares of our Class A common stock after consummation of the Reverse Stock Split.
The Reverse Stock Split
should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, other than with respect to any shareholder
that receives one whole share for each fractional share (as described below), a shareholder generally will not recognize gain or
loss by reason of such shareholder’s receipt of post-Reverse Stock Split shares pursuant to the Reverse Stock Split solely
in exchange for pre-Reverse Stock Split shares held by such shareholder immediately before the Reverse Stock Split. Subject to
the following discussion regarding a shareholder’s receipt of a whole post-Reserve Stock Split share in exchange for a fractional
share, a shareholder’s aggregate tax basis in the post-Reverse Stock Split shares received pursuant to the Reverse Stock
Split will equal the shareholder’s aggregate basis in pre-Reverse Stock Split shares exchanged therefor and will be allocated
among the post-Reverse Stock Split shares received in the Reverse Stock Split on a pro-rata basis.
A shareholder may recognize
gain or loss from the disposition of a fractional pre-Reverse Stock Split share in exchange for a whole post-Reverse Stock Split
share, which may affect its adjusted basis in such whole share received. The treatment of the exchange of a fractional share for
a whole share in the Reverse Stock Split is not clear. We intend to treat the issuance to a shareholder of a whole share in exchange
for a fractional share as a nontaxable event, but there can be no assurance that the Internal Revenue Service would not contend,
or that a court would not find, that a shareholder should recognize gain or loss on its receipt of a whole share in exchange for
a fractional share. If you are a shareholder who receives a whole post-Reverse Stock Split share pursuant to the Reverse Stock
Split solely in exchange for a fractional pre-Reverse Stock Split share, you should consult your tax advisor regarding the tax
consequences of the Reverse Stock Split.
Shareholders who have used
the specific identification method to identify their basis in the pre-Reverse Stock Split shares held immediately before the Reverse
Stock Split should consult their own tax advisors to determine their basis in the post-Reverse Stock Split shares received in exchange
therefor in the Reverse Stock Split. A shareholder’s holding period in the post-Reverse Stock Split shares received pursuant
to the Reverse Stock Split will generally include the shareholder’s holding period in the pre-Reverse Stock Split shares
surrendered in exchange therefor, provided the pre-Reverse Stock Split shares surrendered are held as capital assets at the time
of the Reverse Stock Split.
Accounting Matters
The Reverse Stock Split
will not affect the par value of our Class A common stock per share, which will remain $0.0001 par value per share. As a result,
on the effective date of the Reverse Stock Split, if effected, the stated capital on our balance sheet will be reduced proportionately
based on the Reverse Stock Split ratio, from its present amount, and the additional paid-in capital account will be credited with
the amount by which the stated capital is reduced. Reported per-share net income or loss will be higher because there will be fewer
shares of Class A common stock outstanding. In future financial statements, net income or loss per share and other per share amounts
for periods ending before the Reverse Stock Split would be recast to give retroactive effect to the Reverse Stock Split.
Exchange Act Matters
Our Class A common stock
is currently registered under the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange
Act. The Reverse Stock Split, if implemented, will not affect the registration of our Class A common stock under the Exchange Act
or our reporting or other requirements thereunder. Our Class A common stock is currently quoted on The
NASDAQ
Capital Market
under the symbol “RGSE” and we expect that our Class A common stock would continue to be quoted
on The NASDAQ Capital Market. We would also obtain a new CUSIP number for the Class A common stock at the time of the Reverse Stock
Split, which would be reflected on new stock certificates issued by us and in electronic entry systems. We must also provide NASDAQ
with at least 15 calendar days advance notice of the effective date of the Reverse Stock Split in compliance with Rule 10b-17 under
the Exchange Act.
Effective Date
The Reverse Stock Split,
if approved by our shareholders, would become effective upon the date determined by our board of directors. On the effective date
of the Reverse Stock Split, shares of Class A common stock issued and outstanding immediately prior thereto will be combined and
converted, automatically and without any action on the part of the shareholders, into new shares of Class A common stock in accordance
with the Reverse Stock Split ratio determined by the board of directors. As soon as practical after the effective date, the shareholders
will be notified that the Reverse Stock Split has been effected.
If our shareholders approve
this Proposal 1, it is our current expectation that our board of directors will set a date for the Reverse Stock Split shortly
after the date of this special meeting. However, our board of directors reserves the right, notwithstanding shareholder approval
and without further action by the shareholders, to elect not to proceed with the Reverse Stock Split if, at any time our board
of directors, in its sole discretion, determines that it is no longer in our best interest and the best interests of our shareholders
to proceed with the Reverse Stock Split.
Effect on Registered and Beneficial Shareholders
Upon the Reverse Stock
Split, the Company intends to treat shareholders holding shares of our Class A common stock in “street name” (that
is, held through a bank, broker, custodian or other nominee) in the same manner as shareholders of record whose shares of Class
A common stock are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse
Stock Split for their beneficial holders holding shares of our Class A common stock in “street name;” however, these
banks, brokers, custodians or other nominees may apply their own specific procedures for processing the Reverse Stock Split. If
you hold your shares of our Class A common stock with a bank, broker, custodian or other nominee, and have any questions in this
regard, we encourage you to contact your bank, broker, custodian or other nominee.
Effect on “Book-Entry” Shareholders
of Record
Certain of our shareholders
of record may hold some or all of their shares electronically in book-entry form with our transfer agent. These shareholders will
not have stock certificates evidencing their ownership of our Class A common stock. They are, however, provided with a statement
reflecting the number of shares of Class A common stock registered in their accounts.
If you hold registered
pre-Reverse Stock Split shares in a book-entry form, you do not need to take any action to receive your post-Reverse Stock Split
shares in registered book-entry form, if applicable. A transaction statement will automatically be sent to your address of record
as soon as practicable after the effective time of the Reverse Stock Split indicating the number of post-Reverse Stock Split shares
you hold.
Exchange of Stock Certificates
Some shareholders of record
hold their shares of our Class A common stock in certificate form or a combination of certificate and book-entry form. If any of
your shares of our Class A common stock are held in certificate form, our transfer agent will act as exchange agent for purposes
of implementing the exchange of stock certificates. As soon as practicable after the effective time of the Reverse Stock Split,
a letter of transmittal will be sent to our shareholders of record as of the effective time for purposes of surrendering to the
transfer agent certificates representing pre-Reverse Stock Split shares in exchange for certificates representing post-Reverse
Stock Split shares in accordance with the procedures set forth in the letter of transmittal. No new certificates will be issued
to a shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s), together with the
properly completed and executed letter of transmittal, to the exchange agent. From and after the effective time of the Reverse
Stock Split, any certificates formerly representing pre-Reverse Stock Split shares which are submitted for transfer, whether pursuant
to a sale, other disposition or otherwise, will be exchanged for certificates representing post-Reverse Stock Split shares.
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK
CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
No Appraisal Rights
No shareholder will have
appraisal or dissenter’s rights with respect to the Reverse Stock Split and Proposal 1.
Interests of our Officers and Directors
in Proposal 1
We do not believe that
our officers or directors have interests in Proposal 1 that are different from or greater than those of any other of our shareholders.
Vote Required
Approval of this Proposal
1 requires the affirmative vote of a majority of the votes cast “FOR” and “AGAINST” the proposal. For purposes
of determining the number of votes cast on the matter, only those cast “FOR” and “AGAINST” are included,
while abstentions and broker non-votes will have no effect on the outcome of this proposal. Unless instructions to the contrary
are specified in a properly executed and returned proxy, the proxy holders will vote the proxies received by them “FOR”
this Proposal 1.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR” PROPOSAL 1 TO APPROVE THE PROPOSED REVERSE STOCK SPLIT
PROPOSAL 2
ADJOURNMENT OF THE SPECIAL MEETING IF NECESSARY
TO PERMIT FURTHER SOLICITATION OF PROXIES
(Item No. 2 on Proxy Card)
Our shareholders are being asked to approve
a proposal that will give us authority to adjourn the special meeting, if necessary for the purpose of soliciting additional proxies
in favor of Proposal 1, if there are not sufficient votes at the time of the special meeting to approve Proposal 1. If this adjournment
proposal is approved, our board of directors could adjourn the special meeting to any date it chooses. In addition, our board of
directors could postpone the special meeting before it commences, whether for the purpose of soliciting additional proxies or for
other reasons. If the special meeting is adjourned for the purpose of soliciting additional proxies, shareholders who have already
submitted their proxies at any time before their use do not need to submit new proxies unless they desire to change their voting
instructions. The Company does not intend to call a vote on this proposal if Proposal 1 has been approved at the special meeting.
Approval of this Proposal 2 requires the affirmative
vote of a majority of the votes represented by the holders of our Class A common stock at the special meeting, whether or not a
quorum exists. Abstentions and broker non-votes will have no effect on the outcome of this proposal. Unless instructions to the
contrary are specified in a properly executed and returned proxy, the proxy holders will vote the proxies received by them “FOR”
this Proposal 2.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR” PROPOSAL 2 TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING IF NECESSARY TO PERMIT FURTHER SOLICITATION OF PROXIES
BENEFICIAL OWNERSHIP OF SHARES
The following table sets
forth information with respect to the beneficial ownership of our Class A common stock as of December 15, 2016 (except as noted)
for: (i) each person (or group of affiliated persons) who, insofar as we have been able to ascertain, beneficially owned more than
5% of the outstanding shares of our Class A common stock; (ii) each director; (iii) each “named executive officer”
as defined under Item 402(a)(3) of Regulation S-K; and (iv) all current directors and executive officers as a group. As of December
15, 2016, there were 35,494,514 shares of our Class A common stock and no shares of our Class B common stock outstanding.
Name and Address of Beneficial Owner
|
|
|
|
|
Amount and
Nature of
Beneficial
Ownership
(1)
|
|
|
Percent
of
Class
|
|
Hudson Bay Master Fund, Ltd.
|
|
|
(2
|
)
|
|
|
2,957,684
|
|
|
|
7.69
|
%
|
CVI Investments, Inc.
|
|
|
(3
|
)
|
|
|
2,727,273
|
|
|
|
7.68
|
%
|
Richard Abbe (Iroquois Master Fund Ltd/Iroquois Capital
Investment Group LLC)
|
|
|
(4
|
)
|
|
|
2,727,273
|
|
|
|
7.68
|
%
|
Anson Investments Master Fund LP
|
|
|
(5
|
)
|
|
|
2,272,727
|
|
|
|
6.40
|
%
|
Intracoastal Capital, LLC
|
|
|
(6
|
)
|
|
|
2,112,347
|
|
|
|
5.73
|
%
|
Dennis Lacey
|
|
|
(7
|
)
|
|
|
1,090
|
|
|
|
*
|
|
Alan Fine
|
|
|
(8
|
)
|
|
|
105
|
|
|
|
*
|
|
David L. Belluck
|
|
|
(9
|
)
|
|
|
84,394
|
|
|
|
*
|
|
Pavel Bouska
|
|
|
(10
|
)
|
|
|
305
|
|
|
|
*
|
|
Ian Bowles
|
|
|
(11
|
)
|
|
|
339
|
|
|
|
*
|
|
John Schaeffer
|
|
|
(12
|
)
|
|
|
178
|
|
|
|
*
|
|
Robert L. Scott
|
|
|
(13
|
)
|
|
|
505
|
|
|
|
*
|
|
All directors and executive officers as a group (9 persons)
|
|
|
(14
|
)
|
|
|
87,077
|
|
|
|
*
|
|
|
*
|
Indicates less than 1% ownership.
|
|
(1)
|
This table is based upon information supplied by officers, directors and principal shareholders
directly to RGS Energy or on Schedules 13D and 13G and Forms 3, 4 and 5 filed with the SEC. All beneficial ownership is direct
and the beneficial owner has sole voting and investment power over the securities beneficially owned unless otherwise noted. Share
amounts and percent of class include stock options exercisable and restricted stock vesting within 60 days after December 15, 2016.
|
|
(2)
|
Consists of (i) an estimated 40,000 shares of our Class A common stock issuable under the
Notes (subject to a 9.99% beneficial ownership limitation;
calculated using the
“Conversion Price” (as defined in the Notes) floor price of $0.25); and (ii) 2,917,684 shares of our Class A
common stock issuable upon exercise
of warrants
that are
currently exercisable (subject to a 9.99% beneficial ownership
limitation). Does not include additional shares
of Class A common stock issuable upon exercise of warrants
because the holder does not have the right to
receive such shares if the holder, together with certain attribution parties, would beneficially own in excess of 4.99% of
the outstanding shares of our Class A common stock. Hudson Bay Capital Management, L.P., the investment manager of Hudson
Bay Master Fund Ltd., has voting and investment power over these
securities. Sander Gerber is the managing member of Hudson Bay
Capital GP LLC, which is the general partner of Hudson Bay Capital Management, L.P. Each of Hudson Bay Master Fund Ltd. and
Sander Gerber disclaims beneficial ownership over these securities. The address of Hudson Bay Master Fund Ltd. is c/o Hudson
Bay Capital Management LP, 777 Third Avenue, 30th Floor, New York, NY 10017.
|
|
(3)
|
According to a Schedule 13G filed on December 16, 2016 by CVI Investment, Inc.
(“CVI”) and Heights Capital Management, Inc. (“Heights”). Does not include additional
shares of Class A common stock issuable upon exercise of warrants because the holder does not have the right to receive such
shares if the holder, together with certain attribution parties, would beneficially own in excess of 4.99% of the outstanding
shares of our Class A common stock. CVI and Heights share voting and dispositive power over the shares. Heights is the
investment manager to CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as
Investment Manager of Heights, may also be deemed to have investment discretion and voting power over the shares held by
CVI. CVI and Heights disclaim any beneficial ownership of the shares, except for their pecuniary interest therein. Mr.
Kobinger disclaims any such beneficial ownership of the shares. The address of CVI is P.O. Box 309GT, Ugland House, South
Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands. The address of Heights is 101 California Street, Suite
3250, San Fransisco, CA 94111.
|
|
(4)
|
According to a Schedule 13G filed on December 20, 2016 by Iroquois Capital Management L.L.C. ("Iroquois Capital") and Richard Abbe, and information provided by Iroquis Master Fund Ltd. ("Iroquois Master Fund") and Iroquois Capital Investment Group LLC ("ICIG"). As of December 15, 2016, Iroquois Master Fund held 1,590,909 shares of our Class A common stock. Iroquois Capital is the investment manager of Iroquois Master Fund. Consequently, Iroquois Capital has voting and investment discretion over securities held by Iroquois Master Fund. As President of Iroquois Capital, Richard Abbe makes voting and investment decisions on behalf of Iroquois Capital in its capacity as investment manager to Iroquois Master Fund. As of December 15, 2016, ICIG held 1,136,364 shares of our Class A common stock. Mr. Abbe is a Managing Member of ICIG. Mr. Abbe has the authority and responsibility for the investments made on behalf of Iroquois Master Fund and ICIG. As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of our Class A Common Stock held by, and shares of our Class A Common Stock underlying warrants (subject to a 4.99% blocker) held by, the Iroquois Master Fund and ICIG. Does not include additional shares of Class A common stock issuable upon exercise of warrants because the holder does not have the right to receive such shares if the holder, together with certain attribution parties, would beneficially own in excess of 4.99% of the outstanding shares of our Class A common stock. The address for Iroquois Master Fund, ICIG and Mr. Abbe is 205 East 42nd Street, 20th Floor, New York, New York 10017.
|
|
(5)
|
According to a Schedule 13G filed on December 20, 2016 by Anson Funds Management LP, Anson
Management GP LLC, Bruce R. Winson, Anson Advisors Inc., Adam Spears and Moez Kassam, and information provided by Anson
Investments Master Fund LP (“Anson”). Does
not include
additional shares of
Class A common stock
issuable upon exercise of warrants because
the holder does not have the right to receive such shares if the holder, together with certain attribution parties, would
beneficially own in excess of 4.99% of the outstanding shares of our Class A common stock. Anson Advisors Inc and Anson
Funds Management LP, the
Co-Investment Advisers of Anson, hold voting and
dispositive power over the shares of Class A common stock held by Anson. Bruce Winson is the managing member of Anson
Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Adam Spears are directors of
Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Spears each disclaim beneficial ownership of these shares of Class A
common stock except to the extent of their pecuniary interest therein. The principal business address of Anson is 190
Elgin Ave, George Town, Grand Cayman. The principal business address for Anson Funds Management LP, Anson Management GP LLC
and Mr. Winson is 5950 Berkshire Lane, Suite 210, Dallas, Texas 75225. The principal business address for Anson
Advisors Inc., Mr. Spears and Mr. Kassam is 155 University Ave, Suite 207, Toronto, ON, M5H 3B7.
|
|
(6)
|
According to a Schedule 13G filed on December 16, 2016 by Intracoastal Capital LLC
(“Intracoastal”), Mitchell P. Kopin and Daniel B. Asher. Consists of an aggregate of (i) 721,437 shares of our
Class A common stock and (ii) 1,390,910 shares of our Class A common stock issuable upon exercise of warrants that are
currently exercisable (subject to a 9.99% beneficial ownership limitation). Does not include additional shares of Class A
common stock issuable upon exercise of warrants because the holder does not have the right to receive such shares if the
holder, together with certain attribution parties, would beneficially own in excess of 4.99% of the outstanding shares of our
Class A common stock. The reporting persons share voting power over the shares and share dispositive power over 1,610,589 of
the shares. Mr. Kopin and Mr. Asher, each of whom are managers of Intracoastal, have shared voting control and
investment discretion over the securities held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to
have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities held by Intracoastal. The
address of Intercoastal and Mr. Kopin is 245 Palm Trail, Delray Beach, FL 33483. The address of Mr. Asher is 111 W. Jackson
Boulevard, Suite 2000, Chicago, IL 60604.
|
|
(7)
|
Consists of 990 shares of our Class A common stock issuable upon exercise of stock options that
are currently exercisable and 100 shares of our Class A common stock issuable upon exercise of stock options exercisable within
60 days after December 15, 2016.
|
|
(8)
|
Consists of 93 shares of our Class A common stock issuable upon exercise of stock options that
are currently exercisable and 12 shares of our Class A common stock issuable upon exercise of stock options exercisable within
60 days after December 15, 2016.
|
|
(9)
|
Consists of 83,984 shares of our Class A common stock beneficially owned by Riverside
Renewable Energy Investments, LLC (“Riverside”), 200 shares of our Class A
common stock, 188
shares of our Class A
common stock issuable upon exercise of stock options
that are
currently exercisable and 22 shares of our Class A common stock issuable upon exercise of stock options exercisable within
60 days after December 15, 2016. Mr. Belluck is the sole manager of Riverside, and as the sole manager, he may be deemed to
beneficially own the securities beneficially owned by Riverside. Mr. Belluck and Riverside share voting and investment power
over the securities beneficially owned by Riverside.
|
|
(10)
|
Consists of 96 shares of our Class A common stock, 188 shares of our Class A common stock
issuable upon exercise of stock options that are currently exercisable and 22 shares of our Class A common stock issuable
upon exercise of stock options exercisable within 60 days after December 15, 2016.
|
|
(11)
|
Consists of 130 shares of our Class A common stock, 188 shares of our Class A common stock issuable
upon exercise of stock options that are currently exercisable and 22 shares of our Class A common stock issuable upon exercise
of stock options exercisable within 60 days after December 15, 2016.
|
|
(12)
|
Consists of 94 shares of our Class A common stock, 73 shares of our Class A common stock
issuable upon exercise of stock options that are currently exercisable and 11 shares of our Class A common stock issuable
upon exercise of stock options exercisable within 60 days after December 15, 2016.
|
|
(13)
|
Consists of 296 shares of our Class A common stock, 188 shares of our Class A common stock
issuable upon exercise of stock options that are currently exercisable and 22 shares of our Class A common stock issuable
upon exercise of stock options exercisable within 60 days after December 15, 2016.
|
|
(14)
|
Includes Messrs. Lacey, Fine, Belluck, Bouska, Bowles, Schaeffer, Scott and Thomas Mannik, our
Principal Accounting Officer and Controller.
|
SHAREHOLDER PROPOSALS
Shareholders may submit
proposals on matters appropriate for shareholder action at our annual meetings consistent with regulations adopted by the Securities
and Exchange Commission and our bylaws. For shareholder proposals to be considered for inclusion in our proxy statement and proxy
card relating to the 2017 annual meeting of shareholders pursuant to Rule 14a-8 promulgated under the Exchange Act, they must be
received by us not later than June 14, 2017, if the 2017 annual meeting is held on or within 30 days of November 16, 2017. In the
event that we elect to hold our 2017 annual meeting more than 30 days before or after November 16, 2017, such shareholder proposals
would have to be received by us a reasonable time before we begin to print and send our proxy materials for the 2017 annual meeting.
Such proposals must contain specified information, including, among other things, information as would be required to be included
in a proxy statement under Securities and Exchange Commission rules.
In addition, under the
terms of our bylaws, shareholders who desire to present a proposal for action or to nominate directors (other than proposals to
be included in our proxy statement and proxy card pursuant to Rule 14a-8 promulgated under the Exchange Act) at the 2017 annual
meeting of shareholders must provide notice in writing of such proposal or nomination to us no earlier than August 3, 2017 and
no later than August 28, 2017 unless the date of the 2017 annual meeting is changed by more than 30 days from November 16, 2017.
In the event that we elect to hold our 2017 annual meeting more than 30 days before or after November 16, 2017, such shareholder
proposals would have to be received by us not less than 50 nor more than 75 days before the meeting; provided, however, that in
the event that we provide less than 60 days’ notice or prior public disclosure (which shall include disclosure included within
any filing we make with the Securities and Exchange Commission) of the date of such meeting to shareholders, shareholders must
provide notice in writing of such proposal or nomination to us not later than the close of business on the 10th day following the
date on which we provided such notice or public disclosure of the date of such meeting, whichever occurred first, for the 2017
annual meeting. Shareholder notices must contain the information required by Article II, Section 7 of our bylaws.
All proposals or other
notices should be addressed to us at 833 West South Boulder Road, Louisville, Colorado 80027, Attention: Corporate Secretary, Real
Goods Solar, Inc.
If we do not have notice
of a matter to come before an annual meeting at least 45 days before the first anniversary of the date on which we first sent our
proxy materials for the prior year’s annual meeting of shareholders (unless the annual meeting in question is held more than
30 days before or after the first anniversary of the prior year’s annual meeting of shareholders), your proxy card for such
annual meeting will confer discretionary authority to vote on such matter. In the event that we elect to hold an annual meeting
more than 30 days before or after the first anniversary of the prior year’s annual meeting of shareholders, your proxy for
such annual meeting will confer discretionary authority to vote on such matter if we do not have notice of such matter a reasonable
time before we begin to send our proxy materials for such annual meeting.
Generally, Colorado law
provides that only business within the purpose or purposes descried in the notice for a special meeting of shareholders may be
conducted as such special meeting. If we do not have notice of a matter properly brought before a special meeting under Colorado
law a reasonable time before the solicitation for such special meeting, your proxy card for such special meeting will confer discretionary
authority to vote on such matter.
DELIVERY OF MATERIALS
Securities and Exchange Commission rules
permit a single set of annual reports, proxy statements or Notice of Internet Availability of Proxy Materials, as applicable,
to be sent to any household at which two or more shareholders reside if they appear to be members of the same family. Each
shareholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of
duplicate information shareholders receive and reduces mailing and printing expenses. A number of brokerage firms also have
instituted householding. In accordance with a notice that is being sent to certain beneficial shareholders (who share a
single address) only one annual report, proxy statement or Notice of Internet Availability of Proxy Materials, as applicable,
will be sent to that address unless any beneficial shareholder at that address gave contrary instructions. Upon written or
oral request, we will promptly deliver a copy of such Materials to any shareholder requesting the same. If any
beneficial or record shareholder sharing a single address wishes to receive a separate annual report, proxy statement or
Notice of Internet Availability of Proxy Materials, as applicable, or if any beneficial or record shareholders who share an
address are receiving multiple copies of annual reports, proxy statements or Notices of Internet Availability of
Proxy Statements and wish to receive a single set of annual reports, proxy statements or Notice of Internet Availability of
Proxy Materials, as applicable, in the future, please contact: (a) if you are a beneficial shareholder, your brokerage firm,
and (b) if you are a record shareholder, Computershare, either by calling 1 (800) 368-5948, or by writing to
Computershare Investor Services, P.O. Box 30170, College Station, TX 77842-3170. You can also contact us by email at
investorrelations@rgsenergy.com or by calling (303) 222-8344.
We will provide without charge to any beneficial
owner of our Class A common stock as of the Record Date a copy of our Annual Report on Form 10-K, and any amendments thereto, including
the financial statements and the financial statement schedules, upon written or oral request at the following address and telephone
number: Real Goods Solar, Inc., 833 West South Boulder Road, Louisville, Colorado 80027, Attention: Corporate Secretary, (303)
222-8300.
We will also provide a list briefly describing any exhibits not contained in our Annual Report on Form 10-K and will
furnish a copy of any exhibit not contained therein to a requesting shareholder upon payment of a fee to reimburse our reasonable
expenses in furnishing such exhibit.
COMMUNICATION WITH THE BOARD OF DIRECTORS
Shareholders may communicate
with our board of directors, including the non-management directors, by sending a letter to our Board of Directors, c/o Corporate
Secretary, Real Goods Solar, Inc., 833 West South Boulder Road, Louisville, Colorado 80027. Our corporate secretary has the authority
to disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.
If deemed an appropriate communication, our corporate secretary will submit your correspondence to the Chairman of the board of
directors or to any specific director to whom the correspondence is directed.
OTHER MATTERS
Generally, Colorado law
provides that only business within the purpose or purposes descried in the notice for a special meeting of shareholders may be
conducted as such special meeting. Our management does not intend to present, and has no information as of the date of preparation
of this proxy statement that others will present, any business at the special meeting, other than business pertaining to matters
set forth in the notice of special meeting and this proxy statement. However, if other matters requiring the vote of the shareholders
properly come before the special meeting, it is the intention of the persons named in the enclosed proxy to vote the proxies held
by them in accordance with their best judgment on such matters.
YOUR VOTE IS IMPORTANT
WE URGE YOU TO DATE, SIGN
AND PROMPTLY RETURN YOUR PROXY, OR TO VOTE BY THE INTERNET OR BY TELEPHONE PROMPTLY, SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE
WITH YOUR WISHES.
REAL
GOODS SOLAR, INC. 833 W. SOUTH BOULDER ROAD LOUISVILLE, CO 80027 ATTN: Tyler Clarke TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED. VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have
your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic
voting instruction form ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our
company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote
using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future
years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M.
Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the
instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided
or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you
vote FOR proposals 1 and 2. For Against Abstain 1. To approve a reverse stock split of all outstanding shares of Class A common
stock at a specific ratio within a range from one-for-five to one-for-thirty-five and to grant authorization to the board
of directors to determine the specific ratio and the timing of the reverse stock split at any time before January 23, 2018.
¨ ¨ ¨
2.
To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event
that there are not sufficient votes at the time of the special meeting to approve Proposal 1.
¨
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NOTE: In the discretion
of the proxies, on such other business as may properly come before the meeting and at any adjournment(s) or postponement(s)
thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy
will be voted, FOR proposals 1 and 2, in the discretion of the proxies, with respect to such other business as may properly
come before the meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator,
or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a
corporation or partnership, please sign in full corporate or partnership name, by authorized officer. For address change/comments,
mark here. (see reverse for instructions) Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000305081_1
R1.0.1.29
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Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice & Proxy Statement is available
at www.proxyvote.com REAL GOODS SOLAR, INC NOTICE OF 2017 SPECIAL MEETING OF SHAREHOLDERS PROXY SOLICITED BY BOARD OF DIRECTORS
FOR SPECIAL MEETING ON JANUARY 23, 2017 Dennis Lacey and Alan Fine, or any of them, each with the power of substitution, are
hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess
if personally present, at the Special Meeting of Shareholders of Real Goods Solar, Inc. to be held on Monday, January 23,
2017 at 10:00 a.m. local time or at any postponement(s) or adjournment(s) thereof. In their discretion, the proxies are authorized
to vote upon such other business as may properly come before the Special Meeting and any adjournment(s) or postponement(s)
of the Special Meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no direction is
made, this proxy will be voted FOR each of the proposals or in the discretion of the proxies, with respect to such other business
as may properly come before the Special Meeting and any adjournment(s) or postponement(s) of the Special Meeting. Address
change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side 0000305081_2 R1.0.1.29
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