Unassociated Document
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): July
31, 2007
ENERGY
FOCUS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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0-24230
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94-3021850
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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32000
Aurora Road
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Solon,
Ohio
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44139
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(Address
of principal executive offices)
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(Zip
Code)
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(440)
715-1300
(Registrant’s
telephone number,
including
area code)
N/A
(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 obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment
of Principal Officers.
On
July 31, 2007, Energy Focus, Inc. (the “Company”) announced a change in our
chief financial officer. Effective August 10, 2007, the Company has appointed
Nicholas G. Berchtold as our new Vice President of Finance and Chief Financial
Officer. Mr. Berchtold, who is 40, has been employed by Hawk Corporation
(friction products and powder metal components) since 2000, most recently as
the
Division Controller for the Wellman Products Group, with annual revenues
exceeding $200 million, where he directed the finance, information technology
and accounting functions.
Under
the Company’s July 12, 2007 letter agreement with Mr. Berchtold, he will receive
an annual salary of $175,000 and a performance bonus estimated at twenty percent
(20%) of that salary. As with all of our senior executive officers, Mr.
Berchtold’s employment will be “at will”, so that either party may terminate the
relationship at any time for any reason.
Mr.
Berchtold will be entitled to Company’s standard employee benefit package, which
includes medical, dental, and vision benefits. He will be eligible to
participate in our employee stock purchase plan and, after an initial waiting
period of six months, in our 401(k) plan. He will be afforded three weeks
vacation per year.
Under
the terms of the letter agreement between the Company and Mr. Berchtold,
management will recommend to our Board of Directors that the Board grant Mr.
Berchtold 25,000 stock options to purchase shares of the Company’s common stock
through our Incentive Stock Option Plan. The options will vest over four years.
Other
than the letter agreement, there have been no arrangements or understandings
between Mr. Berchtold and any other person relating to his appointment. There
have been no transactions since the beginning of the Company’s 2007 fiscal year,
or before, and none are currently proposed, between Mr. Berchtold and us or
any
of our directors or executive officers. There is no family relationship between
Mr. Berchtold and any of our directors or executive officers.
Robert
A. Connors, the Company’s current Vice President and Chief Financial Officer,
will remain in those positions through August 9, 2007. After that, Mr. Connors
will remain with the Company for a short while to help with a smooth transition
before returning to California, where he has spent most of his career.
Item
7.01. Regulation FD Disclosure
On
July 31, 2007, the Company issued a press release announcing the change in
our
chief financial officer. A copy of that press release is furnished as Exhibit
99.1 to this report.
The
information in this Item 7.01 and Exhibit 99.1 is being furnished and shall
not
be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, or otherwise subject to the liabilities of that Section. The
information in this Item 7.01 shall not be incorporated by reference into any
registration statement or other document filed pursuant to Securities Act of
1933, except as shall be expressly set forth by specific reference in that
filing.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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99.1
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Press
Release dated July 31, 2007.
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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.
Dated:
August 6, 2007
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ENERGY
FOCUS, INC.
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By
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/s/
John M. Davenport
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Name:
John
M. Davenport
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Title:
Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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99.1
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Press
Release dated July 31, 2007.
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