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):
February 26, 2009
AKEENA SOLAR, INC.
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
|
|
Delaware
|
|
000-52385
|
|
90-0181035
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File No.)
|
|
(I.R.S.
Employer Identification No.)
|
16005
Los Gatos Boulevard
Los
Gatos, California 94032
(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
February 26, 2009, Akeena Solar, Inc., a Delaware corporation (“Akeena”),
entered into a securities purchase agreement with institutional investors
relating to the sale of units consisting of an aggregate of (i) 1,785,714 shares
of Common Stock at a price of $1.12 per share; (ii) 2,000 shares of Series A
Preferred Stock which are convertible into a maximum aggregate of 539,867 shares
of Common Stock, depending upon the volume weighted average trading price of the
Common Stock over the 76 trading days following issuance; (iii) Series E
Warrants to purchase up to 1,339,286 shares of Common Stock (75% of the number
of shares of Common Stock initially issued) at a strike price of $1.34 per
share, which warrants are not exercisable until six months after issuance and
have a term of seven years; (iv) Series F Warrants to purchase up to an
aggregate of 539,867 shares of Common Stock (subject to reduction share for
share to the extent shares of Common Stock are issued upon conversion of the
Series A Preferred Stock) at a strike price of $1.12 per share, which warrants
are immediately exercisable and have a term of 150 trading days; and (v) Series
G Warrants to purchase up to an aggregate of 2,196,400 shares of Common Stock at
a strike price of $1.12 per share, which warrants are immediately exercisable
and have a term of 67 trading days. The Series G Warrants include a
“put” feature which allows Akeena to require the holder to exercise those
warrants at the election of Akeena, provided that specified trading price and
volume conditions are satisfied (including that (i) the volume weighted average
price of Akeena’s stock has been not less than $1.30 per share and (ii) the
daily trading volume more than $175,000 for at least four out of five
consecutive trading days prior to each exercise of a put right during the term
of such warrants). The Securities Purchase Agreement also includes
standstill provisions under which Akeena agrees not to engage in other stock
issuances for specified periods of time, and rights of participation under which
the purchasers have rights to participate in future debt and equity offerings of
Akeena securities for 12 months.
The
shares of common stock, preferred stock and warrants are immediately separable
and will be issued separately. A copy of the form of securities
purchase agreement is filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference. A copy of the form of
warrant to be issued by Akeena is filed as Exhibit 4.1 to this Current Report
and is incorporated herein by reference. A copy of the form of
Certificate of Designation with respect to the Preferred Stock is filed as
Exhibit 4.2 to this Current Report and is incorporated herein by
reference.
The
shares of Common Stock, Preferred Stock, and warrants (and the shares of Common
Stock issuable from time to time upon conversion of the Preferred Stock or
exercise of the warrants) being offered by Akeena in this Offering 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, the preferred stock or the warrants described in this Item 1.01, and
reference is made to the complete text of the agreements, the form of warrant
and the form of certificate of designation 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
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
|
|
4.1
|
|
|
Form
of Warrant
|
|
|
|
|
|
|
|
|
4.2
|
|
|
Form
of Certificate of Designation with respect to Preferred
Stock
|
|
|
|
|
|
|
|
|
10.1
|
|
|
Stock
Purchase Agreement by and among Akeena Solar, Inc. and the Purchaser(s)
(as defined therein), dated as of February 26,
2009
|
|
|
|
|
|
|
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: February
26, 2009
| |
AKEENA SOLAR,
INC. |
|
| |
|
|
|
|
|
By:
|
/s/ Gary
R. Effren |
|
| |
|
Gary
R. Effren, |
|
| |
|
Chief
Financial Officer |
|
| |
|
|
|
Exhibit
Index
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
|
|
4.1
|
|
|
Form
of Warrant
|
|
|
|
|
|
|
|
|
4.2
|
|
|
Form
of Certificate of Designation with respect to Preferred
Stock
|
|
|
|
|
|
|
|
|
10.1
|
|
|
Stock
Purchase Agreement by and among Akeena Solar, Inc. and the Purchaser(s)
(as defined therein), dated as of February 26,
2009
|
|
|
|
|
|
|