Current Report Filing (8-k)
March 07 2019 - 7:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event
Reported): March 7, 2019
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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 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 8.01 Other Events.
On March 7, 2019, Real Goods Solar, Inc. (the “Company”)
issued a press release announcing it has commenced a process to explore strategic alternatives focusing on maximizing shareholder
value. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.
While we are exploring and evaluating strategic alternatives,
we may not be successful in identifying or completing any strategic alternative and any such strategic alternative may not yield
additional value for shareholders.
On March 7, 2019, we announced that we had commenced a process
to explore strategic alternatives which could result in, among other things, a sale of the Company, a business combination such
as a merger with another party, or a strategic investment financing which would allow the Company to continue its current business
plan of commercializing POWERHOUSE™ solar shingles. Our exploration of strategic alternatives may not result in the identification
or consummation of any transaction or other strategic alternative. In addition, we may incur substantial expenses associated with
identifying and evaluating potential strategic alternatives. The process of exploring strategic alternatives may be time consuming
and disruptive to our business operations, and if we are unable to effectively manage the process, our business, financial condition
and results of operations could be adversely affected. Further, the announcement that we are evaluating strategic alternatives
may negatively impact the market price of our Class A common stock, our businesses, our operating results and our employees, suppliers
and customers. Any potential transaction or other strategic alternative and the related value or other terms would be dependent
upon a number of factors that may be beyond our control, including, among other factors, market conditions, industry trends, the
interest of third parties in our business, the availability of financing to potential buyers on reasonable terms and then need
to obtain any required third-party consents. Lastly, there can be no assurance that any potential transaction or other strategic
alternative if entered into or consummate will lead to the realization of any expected benefits to the Company or its shareholders
or otherwise increase shareholder value.
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: March 7, 2019