Current Report Filing (8-k)
February 05 2020 - 07:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 31,
2020
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REAL GOODS SOLAR, INC.
(Exact Name of Registrant as Specified in its Charter)
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Colorado |
001-34044 |
26-1851813 |
(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number) |
(IRS Employer
Identification No.)
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110 16th 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)) |
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 ¨
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.
¨
Securities registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934: None
Item 1.02 Termination of a Material Definitive
Agreement.
The disclosure under Item 5.02 below is incorporated herein by
reference.
Item 2.05 Costs Associated with Exit or Disposal
Activities.
The disclosure under Item 8.01 below is incorporated herein by
reference. The Company does not expect to incur any material
charges under generally accepted accounting principles applicable
to the Company as a result. At the time of filing of this Current
Report on Form 8-K, the Company is unable in good faith to make a
determination of the estimates required by Item 2.05 of Current
Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The disclosure under Item 8.01 below is incorporated herein by
reference. On January 31, 2020, the board of directors of Real
Goods Solar, Inc. (the “Company”) terminated Dennis Lacey
without cause from all positions with the Company, including his
positions as Chief Executive Officer and Secretary, effective
January 31, 2020, and terminated his employment agreement. Mr.
Lacey has informed the Company that he waives any and all rights to
rights to severance payments under his employment agreement.
On February 4, 2020, the independent members of the board of
directors of Real Goods Solar, Inc., Ian Bowles and George Neble
informed the Company that they have waived their accrued and unpaid
director fees.
Item 8.01 Other Events.
On January 31, 2020, the board of directors of Real Goods Solar,
Inc. (the “Company”), determined to cease all business
activities, to terminate all of the Company’s employees, and to
commence a plan of action to file a voluntary petition for relief
under the provisions of Chapter 7 of Title 11 of the United States
code, 11 U.S.C section 101 et seq. in the United States Bankruptcy
Court for the State of Colorado. On the same day, the Company
terminated all of its employees and the Company’s board of
directors appointed Mr. Lacey as the Company’s authorized signatory
and representative for the time being.
On January 31, 2020, the OTC Market Group, Inc. notified the
Company that quotation of the Company’s Class A common stock would
be moved from the OTCQX to the OTC Pink market at the close of
business on Friday, January 31, 2020.
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: |
/s/ Dennis Lacey |
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Dennis
Lacey |
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Authorized signatory |
Date: February 5, 2020
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