Current Report Filing (8-k)
September 23 2020 - 04:29PM
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 21, 2020
ORION ENERGY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Wisconsin
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01-33887
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39-1847269
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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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2210 Woodland Drive, Manitowoc, Wisconsin
(Address of principal executive offices, including zip code)
(920) 892-9340
(Registrants telephone number, including area code)
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:
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which
Registered
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Common stock, no par value
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OESX
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The Nasdaq Stock Market LLC (NASDAQ Capital Market)
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Common stock, purchase rights
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The Nasdaq Stock Market LLC (NASDAQ Capital Market)
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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).
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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. ☐
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On September 21, 2020, William T. Hull, the Chief Financial
Officer, Executive Vice President, Chief Accounting Officer and Treasurer of Orion Energy Systems, Inc. (the Company), informed the Companys Chief Executive Officer that he intends to retire from his positions with the Company upon
the successful filing of the Companys Quarterly Report on Form 10-Q for the quarter ending September 30, 2020 with the Securities and Exchange Commission (such filing date, the Retirement
Date). The Company is currently pursuing an external search for a new Chief Financial Officer.
Effective as of the Retirement Date,
Mr. Hull voluntarily resigns, and will cease to serve, as an officer of the Company and each subsidiary of the Company. Until the Retirement Date, Mr. Hull will continue to serve the Company on a full time basis in his current officer
position and will receive from the Company his normal salary and other compensation and benefits otherwise due to him, through the Retirement Date, under his Amended and Restated Executive Employment and Severance Agreement, dated as of June 1,
2020.
In connection with his retirement and in order to facilitate an amicable retirement process to help ensure a smooth and seamless
transition of his duties and responsibilities, the Company and Mr. Hull entered into a Voluntary Retirement Agreement and Release on September 21, 2020 (the Retirement Agreement). Pursuant to the Retirement Agreement, the
Company will provide to Mr. Hull certain retirement benefits and payments, including providing a fiscal 2021 bonus payment to Mr. Hull of $15,000; vesting of a 10,000-share portion of the restricted
stock award granted to Mr. Hull by the Company on June 7, 2018, which would have vested June 7, 2021 if Mr. Hull would have remained employed by the Company on such date (and forfeiture of all other unvested restricted stock and
any related awards as of his Retirement Date); continuation of certain medical insurance benefits; and certain other benefits.
The
foregoing description of the Retirement Agreement is qualified in its entirety by reference to the full text of the Retirement Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01.
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Regulation FD Disclosure.
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On September 23, 2020, the Company issued a press release announcing Mr. Hulls impending retirement. The Company is furnishing
a copy of such press release as Exhibit 99.1 hereto, which is incorporated by reference herein.
Item 9.01(d)
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Financial Statements and Exhibits.
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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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ORION ENERGY SYSTEMS, INC.
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Date: September 23, 2020
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By:
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/s/ Michael W. Altschaefl
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Michael W. Altschaefl
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Chief Executive Officer
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