akeena_8-k.htm
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):
June
1, 2009
AKEENA SOLAR, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52385
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90-0181035
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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16005
Los Gatos Boulevard
Los
Gatos, California 95032
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
(408) 402-9400
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):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On June
1, 2009, Akeena Solar, Inc., a Delaware corporation (“Akeena”),
entered into an amendment agreement (the “Amendment
Agreement”) with investors who had previously acquired Series G Warrants
(the “Series G
Warrants”) to acquire shares of Akeena Common Stock at a strike price of
$1.12 per share. The investors had first acquired Series G Warrants
to purchase up to an aggregate of 2,196,400 shares of Common Stock, which were
issued on March 3, 2009 pursuant to a securities purchase agreement by and
among Akeena and the investors dated February 26,
2009. Subsequently, on April 20, 2009, Akeena issued additional
Series G Warrants to the same investors to purchase up to an aggregate of
1,275,000 shares of Common Stock, also at a strike price of $1.12 per share, and
extended the term of the Series G Warrants until August 10,
2009. Pursuant to the Amendment Agreement, the investors agreed to
the immediate exercise of a portion of their Series G Warrants, for a total of
625,000 shares of Common Stock with gross proceeds to Akeena of
$700,000. In conjunction with that exercise, Akeena and the investors
agreed to further amend the remaining Series G Warrants, to extend the term of
the unexercised balance of the Series G Warrants until November 6, 2009 and to
delete certain of the potential adjustment provisions. In addition,
Akeena agreed to issue new Series H Warrants to purchase up to an aggregate of
625,000 shares of Common Stock at a strike price of $1.34 per share (the “Series H
Warrants”). The Series H Warrants are not exercisable before
December 1, 2009 and have a term of six months from the day they first become
exercisable. The closing of the transactions contemplated by the
Amendment Agreement and the issuance of the Series H Warrants took place
effective June 1, 2009.
A copy of
the form of Amendment Agreement is filed as Exhibit 10.2 to this Current
Report on Form 8-K and is incorporated herein by reference. A copy of the
form of Series H Warrant issued by Akeena is filed as Exhibit 4.4 to this
Current Report and is incorporated herein by reference.
The
Series G Warrants and the Series H Warrants (and the shares of Common Stock
issuable from time to time upon exercise of those warrants) being offered by
Akeena were registered under an existing shelf registration statement on Form
S-3 (Registration No. 333-156603), which was declared effective by the
Securities and Exchange Commission on January 30, 2009.
The
foregoing is not a complete summary of the terms of the offering, the
agreements, or the warrants described in this Item 1.01, and reference is made
to the complete text of the Amendment Agreement and the form of warrant that are
filed herewith as exhibits.
Item
3.03 Material Modification
to Rights of Security Holders.
The
disclosure provided above in Item 1.01 is incorporated by reference into this
Item 3.03.
Item
9.01 Financial Statements
and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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4.4
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Form
of Series H Warrant
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5.4
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Legal
Opinion of DLA Piper LLP (US)
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10.2
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Amendment
Agreement by and among Akeena Solar, Inc. and the Purchasers (as defined
therein), dated as of June 1, 2009
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SIGNATURES
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.
Date: June
1, 2009
AKEENA SOLAR, INC.
By: /s/ Gary R.
Effren
Gary R. Effren,
Chief Financial Officer
Exhibit
Index
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Exhibit
No.
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Description
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4.4
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Form
of Series H Warrant
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5.4
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Legal
Opinion of DLA Piper LLP (US)
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10.2
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Amendment
Agreement by and among Akeena Solar, Inc. and the Purchasers (as defined
therein), dated as of June 1, 2009
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