|
PROSEPECTUS
SUPPLEMENT NO. 1
|
Filed
Pursuant to Rule 424(b)(3)
|
|
|
(To
Prospectus dated December 20, 2006)
|
Registration
No. 333-138109
|
1,760,174
Shares of Common Stock
This
prospectus supplement supplements the prospectus dated December 20, 2006 filed
pursuant to Rule 424(b)(3) (the “Prospectus”) relating to the offer and sale by
the selling security holders identified therein of up to 1,760,174 shares of
common stock.
This
prospectus supplement is comprised of our Current Reports on Form 8-K and
amendments thereto filed since the Prospectus. The dates of filing of the
incorporated reports are January 3, 2007, January 9, 2007, March 6, 2007
(exhibits excluded), March 30, 2007, April 2, 2007 and April 12,
2007.
This
prospectus supplement should be read in conjunction with the Prospectus. This
prospectus supplement is qualified by reference to the Prospectus, except to
the
extent that the information in this prospectus supplement updates and supersedes
the information contained in the Prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is April 16, 2007
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)
December 28, 2006
ACORN
FACTOR, INC.
(Exact
name of Registrant as Specified in its Charter)
|
Delaware
|
0-19771
|
22-2786081
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
file Number)
|
(IRS
Employer
Identification
No.)
|
|
200
Route 17, Mahwah, New Jersey
|
07430
|
|||
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (201)
529-2026
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-2 under the Exchange Act (17 CFR 240.14a-2)
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 Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
December 28, 2006 the Registrant entered into letter agreements with officers
John A. Moore, President and Chief Executive Officer, and Michael Barth, Chief
Financial Officer, which modify the exercise prices of certain stock options
previously granted to them. By the terms of the letter agreements the exercise
prices of the stock options were increased to the fair market value of the
Registrant’s common stock on the original date of grant. As a result, the
exercise prices of the options have been modified as follows:
|
Optionee
|
Original
Grant
Date
|
Original
Exercise
Price
|
Modified
Exercise
Price
|
|||
|
John
A. Moore
|
March
27, 2006
|
$2.00
|
$2.60
|
|||
|
John
A. Moore
|
March
27, 2006
|
$2.25
|
$2.60
|
|||
|
Michael
Barth
|
July
21, 2006
|
$2.65
|
$3.00
|
Except
as
so modified the terms of the options remain as originally reported.
The
modifications to the stock options were made pursuant to transition relief
provided under Internal Revenue Code Section 409A and the regulations
thereunder.
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 on this 3rd day of January 2007.
| ACORN FACTOR, INC. | ||
| |
|
|
| By: | /s/ Sheldon Krause | |
| Name: |
Sheldon Krause |
|
| Title: | Secretary and General Counsel | |
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)
December 28, 2006
ACORN
FACTOR, INC.
(Exact
name of Registrant as Specified in its Charter)
|
Delaware
|
0-19771
|
22-2786081
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
file Number)
|
(IRS
Employer
Identification
No.)
|
|
200
Route 17, Mahwah, New Jersey
|
07430
|
|||
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (201)
529-2026
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:
o
Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-2 under the Exchange Act (17 CFR 240.14a-2)
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
1.01
|
Entry
into a Material Definitive
Agreement.
|
|
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
|
On
December 28, 2006, the Board of Directors of the Registrant approved the terms
of a $300,000 loan from John A. Moore, President and Chief Executive Officer
of
the Registrant. The loan will bear interest at the rate of 9.5% (based on a
rate
of 1% over prime) and will be repayable with accrued interest on June 30, 2007.
The proceeds of the loan will be used for working capital.
Repayment
of the loan shall be accelerated to the extent that the Registrant raises net
proceeds (i) in any equity or debt financing or (ii) from the sale of any of
its
shares of stock in its Comverge Inc. equity affiliate.
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 on this 3rd day of January 2007.
| ACORN FACTOR, INC. | ||
| |
|
|
| By: | /s/ Sheldon Krause | |
| Name: |
Sheldon Krause |
|
| Title: | Secretary and General Counsel | |
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)
December 31, 2006
ACORN
FACTOR, INC.
(Exact
name of Registrant as Specified in its Charter)
|
Delaware
|
0-19771
|
22-2786081
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
file Number)
|
(IRS
Employer
Identification
No.)
|
|
200
Route 17, Mahwah, New Jersey
|
07430
|
|||
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (201)
529-2026
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:
o
Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-2 under the Exchange Act (17 CFR 240.14a-2)
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
1.01
|
Entry
into a Material Definitive
Agreement.
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
On
December 31, 2006, our dsIT Solutions Ltd. subsidiary (“dsIT”) granted options
to purchase 3,914 of its ordinary shares, to senior management and employees
of
dsIT (including an option to purchase 569 ordinary shares that was granted
to
Michael Barth, Chief Financial Officer of both dsIT and the Registrant) under
a
newly adopted Key Employee Stock Option Plan (the “Plan”). The options were
granted with an exercise price of NIS 1.00 per share and are exercisable for
a
period of seven years. The options were fully vested and exercisable at the
date
of grant. If all options were exercised, the Registrant’s equity interest in
dsIT would be diluted from 80% to 58%.
On
the
same date, dsIT granted options to purchase 2,260 of its ordinary shares to
senior management and employees of dsIT (including an option to purchase 190
ordinary shares granted to Michael Barth with an exercise price of $105.26)
at
exercise prices ranging from NIS 1.00 to $126.05 per share and are exercisable
for a period of seven years. These options vest and become exercisable only
upon
the occurrence of either an initial public offering of dsIT or a merger,
acquisition, reorganization, consolidation or similar transaction involving
dsIT. If these options were also exercised, the Registrant’s equity interest in
dsIT would be further diluted to approximately 50%.
The
purpose of the
Plans
and corresponding grants
is to
provide incentives to key employees of dsIT to further the growth, development
and financial success of dsIT.
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 on this 8th day of January 2007.
| ACORN FACTOR, INC. | ||
| |
|
|
| By: | /s/ Sheldon Krause | |
| Name: |
Sheldon Krause |
|
| Title: | Secretary and General Counsel | |
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 8, 2007
ACORN
FACTOR, INC.
(Exact
name of Registrant as Specified in its Charter)
|
Delaware
|
0-19771
|
22-2786081
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
file Number)
|
(IRS
Employer
Identification
No.)
|
|
200
Route 17, Mahwah, New Jersey
|
07430
|
|||
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (201)
529-2026
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-2 under the Exchange Act (17 CFR 240.14a-2)
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
1.01
|
Entry
into a Material Definitive
Agreement.
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
Adoption
of Plans:
On
February 8, 2007 the Board of Directors of the Registrant (the “Board”) approved
the adoption of both (i) the Acorn Factor, Inc. 2006 Stock Incentive Plan and
(ii) the Acorn Factor, Inc. 2006 Stock Option Plan for Non-Employee
Directors.
Acorn
Factor, Inc. 2006 Stock Incentive Plan (the “Incentive
Plan”).
The
Incentive Plan allows for grants and awards from time to time to employees,
officers, directors, and third party service providers, of cash and stock-based
awards, including, stock options, restricted stock, and stock appreciation
rights. A total of 400,000 shares of the Registrant’s Common Stock, par value
$.01 per share (the “Common Stock”), are available for grant or award under the
Incentive Plan.
The
Incentive Plan is to be administered by either the full Board or an option
committee appointed by the Board. Any grants or awards under the Incentive
Plan
must be made at fair market value and are intended to comply with Section 409A
of the Internal Revenue Code of 1986, as amended.
Acorn
Factor, Inc. 2006 Stock Option Plan for Non-Employee Directors (the “Outside
Director Plan”).
The
Outside Director Plan provides for formula grants to non-employee directors
as
follows:
| - |
A
grant of 25,000 shares of Common Stock upon first election or appointment
to the Board. Vesting as to the purchase of one-third of the shares
on
each of the three anniversaries following the date of election or
appointment.
|
| - |
A
grant of 7,500 shares of Common Stock to each non-employee director
immediately following each Annual Meeting of Stockholders, other
than
non-employee director first elected to the Board within the four
months
immediately preceding and including such meeting. Vesting on the
date that
is one year from the date of the
meeting.
|
In
addition to the above formula grants, the non-employee directors are eligible
for grants at the discretion of the Board. The terms of any discretionary grants
are to be set by the Board. A total of 200,000 shares are available for use
in
the plan. All grants shall be made at the fair market value of the shares of
Common Stock on the date immediately preceding the date of grant.
Both
the
Stock Incentive Plan and the Outside Director Plan shall terminate on February
8, 2017.
Grant
of Options to Certain Officers.
On
February 26, 2007, the Board approved the following grants:
| - |
John
A. Moore, President and CEO, was granted an option to purchase 60,000
shares of Common Stock at a price of $4.53 per share. The option
vested as
to two-thirds on the date of grant, the final third to vest on March
30,
2009, subject to acceleration upon the occurrence certain
events.
|
| - |
Michael
Barth, CFO and Chief Accounting Officer, was granted an option to
purchase
6,000 shares of Common Stock at 4.53 per share. The option vested
as to
one-third on the date of grant, the remainder to vest as to one-third
on
each of December 31, 2007 and December 31,
2008.
|
The
grants are intended to compensate Mr. Moore and Mr. Barth for the loss of value
to previously granted options resulting from an increase in the exercise price
of such options in compliance with Section 409A of the Internal Revenue Code
of
1986, as amended. The vesting terms are identical to those of the previously
granted options.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Acorn Factor, Inc. 2006 Stock Option Plan for Non-Employee Directors | |
| 10.2 | Acorn Factor, Inc. 2006 Stock Incentive Plan |
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 on this 6th day of March 2007.
| ACORN FACTOR, INC. | ||
| |
|
|
| By: | /s/ Sheldon Krause | |
| Name: |
Sheldon Krause |
|
| Title: | Secretary and General Counsel | |
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)
March 27, 2007
ACORN
FACTOR, INC.
(Exact
name of Registrant as Specified in its Charter)
|
Delaware
|
0-19771
|
22-2786081
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
file Number)
|
(IRS
Employer
Identification
No.)
|
|
200
Route 17, Mahwah, New Jersey
|
07430
|
|||
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (201)
529-2026
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-2 under the Exchange Act (17 CFR 240.14a-2)
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))
Section
2 - Financial Information
Item
2.02 Results of Operations and Financial Condition.
On
March
30, 2007 the Registrant issued a press release announcing its financial results
for the year ended December 31, 2006. The press release is filed as Exhibit
99.1
hereto.
Section
8 - Other Events
Item
8.01 Other
Events
On
March
27, 2007 the Registrant issued a press release announcing that its equity
affiliate, Comverge, Inc., had begun distributing preliminary prospectuses
in
anticipation of its upcoming initial public offering. The press release is
filed
as Exhibit 99.2 hereto.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 30, 2007 | |
| 99.2 | Press Release dated March 27, 2007 |
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 on this 30th day of November 2006.
| ACORN FACTOR, INC. | ||
| |
|
|
| By: | /s/ Sheldon Krause | |
| Name: |
Sheldon Krause |
|
| Title: | Secretary and General Counsel | |
Exhibit
99.1
NEWS
| CONTACT: | Terri MacInnis, Dir. of Investor Relations | |
| Bibicoff & Associates, Inc. 818.379.8500 | ||
| terrimac@bibicoff.com |
ACORN
FACTOR, INC ANNOUNCES YEAR END RESULTS
MAHWAH,
NEW JERSEY - MARCH 30, 2007 - Acorn Factor, Inc. (OTCBB: ACFN)
today
announced financial results for the year ended December 31, 2006.
The
results for the year ended December 31, 2006 reflect the sale in March 2006
of
the Company’s Databit Inc. subsidiary and its computer hardware sales business.
Under applicable accounting principles, the results of this business have been
reclassified in the current period and for all prior periods as a discontinued
operation. The condensed results of these operations are presented in each
of
the current and comparative periods as net income from discontinued operations.
The Company’s continuing operations consist of its RT Solutions and IT Solutions
segments, which are conducted though the Company’s dsIT Solutions Ltd.
subsidiary.
The
Company reported a net loss of $6.1 million for the year ended December 31,
2006, as compared with a net loss of $1.3 million for the year ended December
31, 2005.
In
2006
sales decreased marginally as compared with 2005. Gross profit increased in
2006
by $112,000, or 9%, primarily due to an increase in gross profit of the RT
Solutions segment, which more than offset the decrease in gross profits from
our
IT Solutions segment. The increase in gross profit in our RT Solutions segment
was primarily attributable to a number of specific projects with particularly
high profit margins, which offset the decrease in sales. The decrease in gross
profit in our IT Solutions segment was attributable to a combination of reduced
sales and a reduced gross margin.
Research
and development expenses increased by $271,000, which was primarily attributable
to an increase in development costs associated with our OncoProTM
solution
package in our IT Solutions segment.
SMG&A
increased in 2006 by approximately $1.2 million or 34%. This increase is
entirely attributable to the $1.2 million of stock-compensation expense that
is
included in SMG&A which we recorded as a result of our adoption of FAS
123(R) in 2006. Excluding the stock-compensation expense, our corporate
SMG&A increased only marginally in 2006 compared with 2005 while the
SMG&A of our dsIT Solutions subsidiary decreased by a similar amount in 2006
as compared with 2005. The increase in taxes on income in 2006 was due to the
increase in a tax provision with respect to a transaction in a previous
year.
The
Company’s share
of
Comverge's net loss in 2006 was $210,000, all of which related to Comverge’s
operations in the first quarter of 2006. In the first quarter of 2006, the
carrying value of our investment in Comverge's common stock and preferred stock
was reduced to zero. As such, Comverge has had no effect on our results since
the first quarter of 2006.
In
the
third quarter of 2006, we acquired a 23% interest in Paketeria and increased
our
investment in the fourth quarter of 2006 to approximately 33%. Our share of
Paketeria’s net losses plus amortization of the purchase price allocated to
intangibles during the period since our acquisition and FAS 123(R) stock
compensation expense connected with our investment was $424,000.
-
Continued -
TEL:
818.379.8500 FAX: 818.
379.4747 ADDRESS: 15165 Ventura Blvd., #425,
Sherman Oaks, CA 91403
Exhibit
99.1
| ACFN ANNOUNCES YEAR END RESULTS |
PAGE
TWO
|
The
results for 2005 include the condensed results of Databit as well as the
condensed results of the Company’s outsourcing consulting services business in
Israel, which was sold in August 2005. The decrease in net income from
discontinued operations in 2006 as compared with 2005 was primarily due to
the
inclusion in 2005 of the results of the outsourcing consulting services
business. The loss on sale of discontinued operation resulted from the sale
of
our Databit computer hardware company and the contract settlement with our
former CEO during the first quarter of 2006.
About
Acorn Factor:
Acorn
Factor, Inc., formerly Data Systems & Software Inc., is a holding company
which currently maintains an equity position in Comverge, Inc. - a leading
provider of clean energy solutions that enhance grid reliability and enable
electric utilities to increase available electric capacity. ACFN also owns
an
interest in Paketeria GmbH and a controlling position in dsIT. Additional
information about Acorn Factor and its subsidiary and equity affiliates is
available at www.acornfactor.com,
www.dsit.co.il,
www.comverge.com
and
www.paketeria.de
.
-
Continued -
TEL:
818.379.8500 FAX: 818.
379.4747 ADDRESS: 15165 Ventura Blvd., #425,
Sherman Oaks, CA 91403
Exhibit
99.1
|
ACFN
ANNOUNCES YEAR END RESULTS
|
PAGE
THREE
|
-
Continued -
TEL:
818.379.8500 FAX: 818.
379.4747 ADDRESS: 15165 Ventura Blvd., #425,
Sherman Oaks, CA 91403
Exhibit
99.1
|
ACFN
ANNOUNCES YEAR END RESULTS
|
PAGE
FOUR
|
#
#
#
3/30/07
TEL:
818.379.8500 FAX: 818.
379.4747 ADDRESS: 15165 Ventura Blvd., #425,
Sherman Oaks, CA 91403
Exhibit
99.2
NEWS
| CONTACT: | Terri MacInnis, Dir. of Investor Relations | |
| Bibicoff & Associates, Inc. 818.379.8500 | ||
| terrimac@bibicoff.com |
Acorn
Factor Equity Affiliate Comverge, Inc. Launches Initial Public
Offering
MAHWAH,
NJ, MAR. 27, 2007 -
Acorn
Factor, Inc. (OTCBB: ACFN) announced today that its equity affiliate, Comverge
Inc., a leading provider of clean energy solutions, has commenced distribution
of preliminary prospectuses in anticipation of an initial public offering
(“IPO”) of 4,687,500 of its common shares. This offering represents an
approximate 28% interest in Comverge. The offering is being made pursuant to
a
registration statement on Form S-1 filed with the Securities and Exchange
Commission. Certain selling shareholders will also grant the underwriters a
30-day option to purchase up to 703,125 additional shares of common stock.
Comverge has applied for listing of the shares of common stock proposed to
be
issued and sold in the IPO on the Nasdaq Global Market under the symbol
“COMV.”
The
underwriters of the offering will be Citigroup Global Markets Inc., sole
book-running manager of the offering, and Cowen and Company, LLC, RBC Capital
Markets Corporation and Pacific Growth Equities, LLC as co-managers. The
offering will be made only by means of a prospectus. A copy of the preliminary
prospectus relating to the offering may be obtained from Citigroup Global
Markets Inc., Prospectus Department, Brooklyn Army Terminal, 140 58th Street,
8th Floor, Brooklyn, N.Y., 11220, (718) 765-6732, fax (718)
765-6734.
A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell, or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state or jurisdiction in which
such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About
Comverge
Comverge
is a leading provider of clean energy solutions that enhance grid reliability
and enable utilities to increase available electric capacity during periods
of
peak energy demand on a more cost-effective basis than conventional
alternatives.
This
press release contains certain statements that may include "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933
and
Section 21E of the Securities Exchange Act of 1934. All statements, other than
statements of historical facts, included herein are "forward-looking
statements." Included among "forward-looking statements" are, among other
things, statements regarding the business strategy, plans and objectives of
Comverge. Although Comverge believes that the expectations reflected in these
forward-looking statements are reasonable, they do involve assumptions, risks
and uncertainties, and these expectations may prove to be incorrect. The actual
results for Comverge could differ materially from those anticipated in these
forward-looking statements as a result of a variety of factors, including market
conditions and other risks typically associated with securities offerings.
In
particular, the forward-looking statements of Comverge are subject to the risks
and uncertainties discussed in Comverge's periodic reports that are filed with
and available from the Securities and Exchange Commission. You should not place
undue reliance on these forward-looking statements, which speak only as of
the
date of this press release. Other than as required under the securities laws,
Comverge does not assume a duty to update these forward-looking
statements.
TEL:
818.379.8500 FAX: 818.
379.4747 ADDRESS: 15165 Ventura Blvd., #425,
Sherman Oaks, CA 91403
Exhibit
99.2
About
Acorn Factor
Acorn
Factor, Inc., formerly Data Systems & Software Inc., is a holding company
which currently maintains an equity position in Comverge, Inc. - a leading
provider of clean energy solutions that enhance grid reliability and enable
electric utilities to increase available electric capacity. ACFN also owns
an
interest in Paketeria GmbH and a controlling position in dsIT. Additional
information about Acorn Factor and its subsidiary and equity affiliates is
available at www.acornfactor.com,
www.dsit.co.il,
www.comverge.com
and
www.paketeria.de
.
#
# #
TEL:
818.379.8500 FAX: 818.
379.4747 ADDRESS: 15165 Ventura Blvd., #425,
Sherman Oaks, CA 91403
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)
March 30, 2007
ACORN
FACTOR, INC.
(Exact
name of Registrants as Specified in their Charters)
|
Delaware
|
0-19771
|
22-2786081
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
file Number)
|
(IRS
Employer
Identification
No.)
|
|
200
Route 17, Mahwah, New Jersey
|
07430
|
|||
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
Registrants'
telephone number, including area code (201)
529-2026
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-2 under the Exchange Act (17 CFR 240.14a-2)
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
1.01 Entry Into a Material Definitive Agreement
Item
3.02 Unregistered Sales of Equity Securities
On
March
30, 2007, Acorn Factor, Inc. (the “Company”) conducted an initial closing of a
private placement of 10% Convertible Redeemable Subordinated Debentures due
March 2011 (the “Debentures”).
At
the
initial closing the Company issued $4,281,000 principal amount of the
Debentures, at par, and received gross proceeds in such amount.
From
the
date of issuance of the Debentures to and including, the first anniversary
of
the initial closing, 50% of the outstanding principal amount of the Debentures
is convertible into shares of the Company’s Common Stock at a price of $3.80 per
share. Following the first anniversary of the initial closing, the Debentures
are convertible up to the entire principal amount then outstanding.
By
the
terms of the offering, each subscriber, in addition to the Debentures, received
a warrant exercisable for the purchase of a number of shares equal to 25% of
the
principal amount of the Debentures purchased by such subscriber, divided by
the
conversion price of $3.80, resulting in the issuance at the initial closing
of
Warrants to purchase 281,656 shares. The Warrants are exercisable for
shares of the Company’s Common Stock for five years at an exercise price of
$4.50 per share and are callable by the Company in certain circumstances.
Under
the
terms of the Debentures, provided that a registration statement covering the
resale by the investors in the placement of the shares underlying the Debentures
and Warrants is effective, the Company may redeem the outstanding principal
amount of the Debentures, at par, in whole or in part, with accrued interest
through the date of redemption.
The
Debentures bear interest at the rate of 10% per annum, payable quarterly. If
the
Company fails to redeem at least 50% of the total outstanding principal amount
of the Debentures, together with interest accrued thereon, by the first
anniversary of the initial closing, the annual rate of interest payable on
the
Debentures will be increased to 12%.
In
connection with the offering, the Company retained a registered broker-dealer
to
serve as placement agent. According to the terms of the agreement, the placement
agent is entitled to receive a 7% selling commission, 3% management fee, and
2%
non-accountable expense allowance, out of the gross proceeds of the offering.
In
addition, the placement agent is entitled to warrants on substantially the
same
terms as those issued to the subscribers, exercisable for the purchase of the
number of shares equal to 10% of the total principal amount of the Debentures
sold, divided by the conversion price of $3.80. Out of the gross proceeds
received at the initial closing, the Company paid the placement agent
commissions and expenses of $513,720 and issued to the placement agent warrants
to purchase 112,658 shares of Common Stock.
Under
the
terms of the offering, the Company may raise gross proceeds of up to an
aggregate of $6,900,000 from the sale of Debentures in the placement. (including
the Debentures issued at the initial closing). The offering commenced on March
8, 2007 and is expected to terminate on or before April 16,
2007.
Under
the
terms of the offering, the Company is required to file a registration statement
covering the shares of Common Stock underlying the Debentures and the Warrants
within 30 days of the filing of the Company’s Annual Report on Form 10-K for its
fiscal year ended December 31, 2006. If the registration statement is not
declared effective within 120 days of the date of such filing, the Company
will
be required to pay liquidated damages to the subscribers equal to 1.0% of the
total amount invested, prprated on a daily basis, for each 30 day period that
the registration statement is not effective, up to an aggregate of
11.25%.
The
issuance and sale of the Common Stock and Warrants was made to accredited
investors in reliance upon the exemption provided in Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”). As such, the
securities sold in the offering and/or issuable upon the conversion or exercise
thereof have not been registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable exemption
from
the registration requirements. No form of general solicitation or general
advertising was conducted in connection with offering. Each of the the
securities sold in the offering and/or issuable upon the conversion or exercise
thereof will contain restrictive legends preventing the sale, transfer or other
disposition of such securities, unless registered under the Securities Act.
In
connection with the initial closing, the Company issued the press release
annexed as Exhibit 99.1 hereto.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1
Press
Release dated April 2, 2007.
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 on this 2nd
day of
April 2007.
| ACORN FACTOR, INC. | ||
| |
|
|
| By: | /s/ Sheldon Krause | |
| Name: |
Sheldon Krause |
|
| Title: | Secretary and General Counsel | |
NEWS
| CONTACT: | Terri MacInnis, Dir. of Investor Relations | |
| Bibicoff & Associates, Inc. 818.379.8500 | ||
| terrimac@bibicoff.com |
ACORN
FACTOR, INC.
COMPLETES
INITIAL CLOSING OF PRIVATE PLACEMENT
Mahwah,
New Jersey - April 2, 2007-- ACORN FACTOR, INC. (OTCBB: ACFN)
today
announced that it has completed an initial closing of a private placement of
its
10% Convertible Redeemable Subordinated Debentures due March 2011. At the
initial closing the Company issued $4,281,000 principal amount of the
Debentures, at par, and received gross proceeds in such amount.
From
the
date of issuance of the Debentures, to and including, the first anniversary
of
the initial closing, 50% of the outstanding principal amount of the Debentures
shall be convertible into shares of the Company’s Common Stock at a price of
$3.80 per share. Following the first anniversary of the initial closing, the
Debentures shall be convertible up to the entire principal amount then
outstanding.
By
the
terms of the offering each subscriber, in addition to the Debentures, received
a
warrant exercisable for the purchase of a number of shares equal to the 25%
of
the principal amount of the Debentures purchased divided by the conversion
price
of $3.80, resulting in the issuance at the initial closing of Warrants to
purchase 281,656 shares. The Warrants are exercisable for shares of the
Company’s Common Stock for five years at an exercise price of $4.50 per share
and are callable by the Company in certain circumstances.
Under
the
terms of the Debentures, provided that a registration statement covering the
resale by the subscribers of the shares underlying the Debentures and Warrants
is effective, the Company may redeem the outstanding principal amount of the
Debentures, at par, in whole or in part, with accrued interest through the
date
of redemption.
The
Debentures bear interest at the rate of 10% per annum, payable quarterly. If
the
Company fails to redeem at least 50% of the total outstanding principal amount
of the Debentures, and the interest accrued thereon, by the first anniversary
of
the initial closing, the annual rate of interest payable on the Debentures
will
be increased to 12%.
In
connection with the offering, the Company retained a registered broker-dealer
to
serve as placement agent. Out of the gross proceeds received at the initial
closing, the Company paid the placement agent commissions and expenses of
$513,720. In addition, the Company issued to the placement agent warrants to
purchase 112,658 shares of Common Stock on substantially the same terms as
those
issued to the subscribers.
Under
the
terms of the offering, the Company may raise gross proceeds of up to an
aggregate of $6,900,000 from the sale of Debentures in the placement. (including
the Debentures issued at the initial closing). The offering commenced on March
8, 2007 and is expected to terminate on or before April 16, 2007.
TEL:
818.379.8500 FAX: 818.
379.4747 ADDRESS: 15165 Ventura Blvd., #425,
Sherman Oaks, CA 91403
The
securities issued and issuable in the offering have not been registered under
the Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under securities laws of any such
state.
About
Acorn Factor:
Acorn
Factor, Inc., formerly Data Systems & Software Inc., is a holding company
which currently maintains an equity position in Comverge, Inc. - a leading
provider of clean energy solutions that enhance grid reliability and enable
electric utilities to increase available electric capacity. ACFN also owns
an
interest in Paketeria GmbH and a controlling position in dsIT. Additional
information about Acorn Factor and its subsidiary and equity affiliates is
available at www.acornfactor.com, www.dsit.co.il, www.comverge.com and
www.paketeria.de
#
#
#
4/12/07
TEL:
818.379.8500 FAX: 818.
379.4747 ADDRESS: 15165 Ventura Blvd., #425,
Sherman Oaks, CA 91403
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)
April 11, 2007
ACORN
FACTOR, INC.
(Exact
name of Registrants as Specified in their Charters)
|
Delaware
|
0-19771
|
22-2786081
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
file Number)
|
(IRS
Employer
Identification
No.)
|
|
200
Route 17, Mahwah, New Jersey
|
07430
|
|||
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
Registrants'
telephone number, including area code (201)
529-2026
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-2 under the Exchange Act (17 CFR 240.14a-2)
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
1.01 Entry Into a Material Definitive Agreement
Item
3.02 Unregistered Sales of Equity Securities
On
April
11, 2007, Acorn Factor, Inc. (the “Company”) completed
the second and final closing of its previously announced private placement
of
10%
Convertible Redeemable Subordinated Debentures due March 2011.
At
the
final closing the Company issued $2,605,000 principal amount of the
Debentures, at par, and received gross proceeds in the same amount.
This
brings the aggregate principal amount of Debentures issued in the offering,
and
gross proceeds raised, to approximately $6.9 million.
From
the
date of issuance of the Debentures through the first anniversary of the initial
closing, 50% of the outstanding principal amount of the Debentures is
convertible into shares of the Company’s Common Stock at a price of $3.80 per
share. Following the first anniversary of the initial closing, the Debentures
will be convertible up to the entire principal amount then
outstanding.
In
addition to the Debentures, at the final closing subscribers received a warrant
exercisable for the purchase of a number of shares equal to 25% of the principal
amount of the Debentures purchased divided by the conversion price of $3.80,
resulting in the issuance at the final closing of Warrants to purchase 171,391
shares. The Warrants are exercisable for shares of the Company’s Common Stock
for five years at an exercise price of $4.50 per share and are callable by
the
Company in certain circumstances. Warrants to issue an aggregate of 453,047
shares of Common Stock were issued to subscribers in the offering.
Provided
that a registration statement covering the resale by the subscribers of the
shares underlying the Debentures and Warrants is effective, the Company may
redeem the outstanding principal amount of the Debentures, at par, in whole
or
in part, with accrued interest through the date of redemption.
The
Debentures bear interest at the rate of 10% per annum, payable quarterly. If
the
Company fails to redeem at least 50% of the total outstanding principal amount
of the Debentures, plus accrued interest, by the first anniversary of the
initial closing, the annual rate of interest payable on the Debentures will
be
increased to 12%.
First
Montauk Securities Corp. served as placement agent for the offering. Out of
the
gross proceeds received at the final closing, the Company paid the placement
agent commissions and expenses of approximately $325,100. In addition, in
connection with the final closing, the Company issued to the placement agent
warrants to purchase an additional 68,553 shares of Common Stock on the same
terms as those issued to the subscribers. The total of placement agent
commissions and expenses paid in connection with the offering was $863,795
and
the total number of warrants issued to the placement agent was
181,211.
The
issuance and sale of the Common Stock and Warrants was made to accredited
investors in reliance upon the exemption provided in Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”). As such, the
securities sold in the offering and/or issuable upon the conversion or exercise
thereof have not been registered under the Securities Act and may not be offered
or sold in the United States absent registration or an applicable exemption
from
the registration requirements. No form of general solicitation or general
advertising was conducted in connection with offering. Each of the the
securities sold in the offering and/or issuable upon the conversion or exercise
thereof will contain restrictive legends preventing the sale, transfer or other
disposition of such securities, unless registered under the Securities Act.
In
connection with the initial closing, the Company issued the press release
annexed as Exhibit 99.1 hereto.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1
Press
Release dated April 12, 2007.
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 on this 12th day of April 2007.
| ACORN FACTOR, INC. | ||
| |
|
|
| By: | /s/ Sheldon Krause | |
| Name: |
Sheldon Krause |
|
| Title: | Secretary and General Counsel | |
Exhibit
99.1
NEWS
| CONTACT: | Terri MacInnis, Dir. of Investor Relations | |
| Bibicoff & Associates, Inc. 818.379.8500 | ||
| terrimac@bibicoff.com |
ACORN
FACTOR, INC.
COMPLETES
$6.9 MILLION PRIVATE PLACEMENT
MAHWAH,
NJ, - APRIL 12, 2007-- ACORN FACTOR, INC. (OTCBB: ACFN) today
announced that
it
has completed the second and final closing of its previously announced private
placement of
10%
Convertible Redeemable Subordinated Debentures due March 2011. At
the
final closing the Company issued $2,605,000 principal amount of the
Debentures, at par, and received gross proceeds in the same amount.
This
brings the aggregate principal amount of Debentures issued in the offering,
and
gross proceeds raised, to approximately $6.9 million.
From
the
date of issuance of the Debentures through the first anniversary of the initial
closing, 50% of the outstanding principal amount of the Debentures is
convertible into shares of the Company’s Common Stock at a price of $3.80 per
share. Following the first anniversary of the initial closing, if the Debentures
have not been redeemed, the Debentures will be convertible up to the entire
principal amount then outstanding.
In
addition to the Debentures, at the final closing subscribers received a warrant
exercisable for the purchase of a number of shares equal to the 25% of the
principal amount of the Debentures purchased divided by the conversion price
of
$3.80, resulting in the issuance at the final closing of Warrants to purchase
171,391 shares. The Warrants are exercisable for shares of the Company’s Common
Stock for five years at an exercise price of $4.50 per share and are callable
by
the Company in certain circumstances. Warrants to issue an aggregate of 453,047
shares of Common Stock were issued to subscribers in the offering.
Provided
that a registration statement covering the resale by the subscribers of the
shares underlying the Debentures and Warrants is effective, the Company may
redeem the outstanding principal amount of the Debentures, at par, in whole
or
in part, with accrued interest through the date of redemption.
The
Debentures bear interest at the rate of 10% per annum, payable quarterly. If
the
Company fails to redeem at least 50% of the total outstanding principal amount
of the Debentures, plus accrued interest, by the first anniversary of the
initial closing, the annual rate of interest payable on the Debentures will
be
increased to 12%.
John
A.
Moore, CEO, said that, “We
are
now focusing the company’s attention on attractive acquisition candidates in the
energy conservation and power intelligence space. This financing provides the
working capital and funds necessary to aggressively pursue our business
strategy.”
-
Continued -
TEL:
818.379.8500 FAX: 818.
379.4747 ADDRESS: 15165 Ventura Blvd., #425,
Sherman Oaks, CA 91403
|
ACFN
COMPLETES $6.9 MILLION PLACEMENT
|
PAGE
TWO
|
First
Montauk Securities Corp. served as placement agent for the offering. Out of
the
gross proceeds received at the final closing, the Company paid the placement
agent commissions and expenses of approximately $325,100. In addition, in
connection with the final closing, the Company issued to the placement agent
warrants to purchase an additional 68,553 shares of Common Stock on
substantially the same terms as those issued to the subscribers. The total
of
placement agent commissions and expenses paid in connection with the offering
was $863,795 and the total number of warrants issued to the placement agent
was
181,211.
The
securities issued and issuable in the offering have not been registered under
the Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under securities laws of any such
state.
About
Acorn Factor:
Acorn
Factor, Inc., formerly Data Systems & Software Inc., is a holding company
which currently maintains an equity position in Comverge, Inc. - a leading
provider of clean energy solutions that enhance grid reliability and enable
electric utilities to increase available electric capacity. ACFN also owns
an
interest in Paketeria GmbH and a controlling position in dsIT. Additional
information about Acorn Factor and its subsidiary and equity affiliates is
available at www.acornfactor.com
,
www.dsit.co.il
,
www.comverge.com
and
www.paketeria.de
.
#
#
#
4/12/07
TEL:
818.379.8500 FAX: 818.
379.4747 ADDRESS: 15165 Ventura Blvd., #425,
Sherman Oaks, CA 91403