Current Report Filing (8-k)
October 04 2017 - 8:16AM
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 29, 2017
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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110 16
th
Street, Suite 300,
Denver, CO 80202
(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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01. Entry into a Material Definitive Agreement
On September 29, 2017, Real Goods Solar, Inc., a Colorado corporation
(“Real Goods Solar”) (the “ Licensee”), entered into a Technology License Agreement (the “License
Agreement”) with Dow Global Technologies LLC (the “Licensor”). Pursuant to the terms of the License Agreement,
Licensor will grants to Licensee a license to make, have made for the Licensee for subsequent use or sale by the Licensee, offer
for sale, sell, use, import and export the Products in the Territory and the Field under the Patents and the Technical Information.
An exclusive domestic and international license agreement for POWERHOUSE™, an aesthetically innovative, solar shingle system
that integrates into a house rooftop.
In recognition of Licensor’s familiarity with the Technical
Information, design of the Products, and UL processes, and Licensee’s dependence on Licensor to help obtain UL certification
in order to receive the benefit of Licensee’s investment under this Agreement, Licensor shall provide assistance to Licensee
as Licensee may reasonably request in order to obtain UL certification for the Products. If UL certification for the Products is
not obtained within two (2) years after the Effective Date, Licensor shall refund to Licensee the Upfront Payment.
If Licensee has not installed cumulatively 50 megawatts of Quarterly
Installed Capacity within five (5) years of the date on which UL certification for the Products is received, this license may be
converted to a non-exclusive license upon sixty (60) days written notice from Licensor to Licensee.
All right, title and interest in Licensee Improvements, and
all of Licensee’s patents and patent applications claiming Licensee Improvements, shall remain the sole and exclusive property
of Licensee.
In consideration of the License granted to Licensee hereunder,
Licensee shall pay to Licensor as follows:
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(a)
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Upfront Payment of One million US Dollars ($1,000,000.00) shall be due and owing by Licensee within ten (10) days after the
Effective Date.
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(b)
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Milestone Payment due and owing by Licensee within thirty (30) days after receipt of UL or IEC certification for the POWERHOUSE™
3.0 version of the Products (whichever is received first), two million US Dollars ($2,000,000)
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(c)
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Running Royalty due within thirty (30) days after the end of each Calendar Quarter beginning with the Calendar Quarter in which
UL or IEC certification (whichever is obtained first) is received, Licensee will pay a Running Royalty. The Running Royalty equals
two and one-half percent (2.5%) of the Net Sales Price of each Licensed Product sold by Licensee during the respective preceding
Calendar Quarter
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The term of the Agreement shall commence upon the Effective
Date and shall continue in full force and effect until the later of the last to expire Patent or ten (10) years after the first
commercial sale or use of Products bearing a Running Royalty.
The foregoing description of the License Agreement is a summary
of the material terms thereof and is qualified in its entirety by the complete text of the License Agreement, which is attached
hereto as Exhibit 10.1 to this Current Report on Form 8-K
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements
relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect,”
“will,” “should,” “would” or comparable terminology or by discussions of strategy. While the
Company believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance
that actual results will not be materially different. Risks and uncertainties that could cause materially different results include,
among others, the Company’s ability to successfully complete the software development project described in this Current Report
on Form 8-K on a timely basis and integrate the resulting software with the Company’s existing software and business; the
Company’s ability to implement its growth strategy and achieve its target level of sales; customer acceptance of, experience
with and satisfaction with the new software and other risks; and uncertainties included in the Company’s filings with the
Securities and Exchange Commission. The Company assumes no duty to update any forward-looking statements.
Item 7.01. Regulation FD Disclosure.
On October 3, 2017, we issued the press
release attached hereto as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set
forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed”
for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this Current
Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K
that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
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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Chief Financial Officer
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Date: October 3, 2017
EXHIBIT INDEX