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):
April
20, 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 April
20, 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 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 were issued on March 3, 2009 pursuant to a securities purchase
agreement by and among Akeena and the investors dated February 26, 2009
(the “Original Series G Warrants”). The Orignial Series G Warrants
were immediately exercisable and had a term of 67 trading days from the date of
original issuance. In the Amendment Agreement, the investors agreed
to the immediate exercise of a portion of their Original Series G Warrants, for
a total of 425,000 shares of Common Stock with gross proceeds to Akeena of
$476,000. In conjunction with that exercise, Akeena agreed to amend
the terms of the remaining Original Series G Warrants, such that the unexercised
balance of the Original Series G Warrants have a term that is extended until
August 10, 2009 (the “Extended Term”), and to issue to the investors additional,
newly issued Series G Warrants on the same terms as the amended Original Series
G Warrants (with the Extended Term) to purchase up to an aggregate of 1,275,000
shares of Common Stock at a strike price of $1.12 per share (the “New Series G
Warrants”). The closing of the transactions contemplated by the
Amendment Agreement and the issuance of the New Series G Warrants took place on
April 20, 2009.
The
Series G Warrants include a “put” feature which allows Akeena to require the
holder to exercise those warrants at the election of Akeena, commencing 31 days
from the date of issuance, 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).
A copy of the form of Amendment
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 New Series
G Warrant issued by Akeena is filed as Exhibit 4.3 to this Current Report
and is incorporated herein by reference.
The Original Series G Warrants and the
New Series G 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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4.3
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Form
of Series G Warrant
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5.3
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Legal
Opinion of DLA Piper LLP (US)
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10.1
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Amendment
Agreement by and among Akeena Solar, Inc. and the Purchasers (as defined
therein), dated as of April 20,
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: April
20, 2009
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AKEENA SOLAR,
INC. |
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By:
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/s/ Gary
R. Effren |
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Gary
R. Effren, |
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Chief
Financial Officer |
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Exhibit
Index
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Exhibit
No.
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Description
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4.3
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Form
of Series G Warrant
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5.3
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Legal
Opinion of DLA Piper LLP (US)
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10.1
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Amendment
Agreement by and among Akeena Solar, Inc. and the Purchasers (as defined
therein), dated as of April 20,
2009
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