Current Report Filing (8-k)
March 29 2019 - 1:37PM
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): March 29, 2019
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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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 2.02 Results of Operations and Financial Condition.
On March 29, 2019, the Company issued a press release in which
it disclosed for the twelve months ended December 31, 2018, the preliminary net loss for the mainland residential business was
approximately $5.5 million.
The preliminary financial data discussed in Item 2.02 and Item
7.01 consists of estimates derived from the Company’s internal books and records and has been prepared by, and are the responsibility
of, the Company’s management. The preliminary financial data are subject to the completion of financial closing procedures,
final adjustments and other developments that may arise between now and the time the financial results for the fourth quarter ended
December 31, 2018 are finalized. Therefore, actual results may differ materially from these preliminary cash projections and financial
data and all of these preliminary cash projections and financial data are subject to change.
The information in this Item 2.02 is being furnished by the
Company pursuant to Item 2.02 “Results of Operations and Financial Condition.” In accordance with General Instruction
B.2 of Form 8-K, the information contained in this Item 2.02 shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. In addition, this
information shall not be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange
Commission, except as shall be expressly set forth by specific reference in any such filing.
Item 7.01. Regulation FD Disclosure.
On March 29, 2019, the Company issued a press release announcing
an operational realignment described in Item 8.01 below, a copy of which is attached as Exhibit 99.1 and is incorporated by reference
in response to this Item 7.01.
The information under this Item 7.01 and the press release attached
hereto as Exhibit 99.1 are being furnished by the Company pursuant to Item 7.01. In accordance with General Instruction B.2 of
Form 8-K, the information contained under this Item 7.01 and the press release attached hereto as Exhibit 99.1 shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liability of that section. In addition, this information shall not be deemed incorporated by reference into any of the Company’s
filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.
Item 8.01. Other Events.
On March 27, 2019, the Company’s Board of Directors determined
to exit its mainland residential solar business to focus on the POWERHOUSE™ in-roof shingle market and reduce overall cash
outflow, with the goal of maximizing future shareholder value. The Company does not believe the costs to implement the operational
realignment will be material to its operations or financial condition.
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 29, 2019