Revolution Lighting Technologies, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-12-27: Form 8-K; Period of report 2012-12-20; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2012-12-06: Form 8-K; Period of report 2012-12-01; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2012-11-16: Form 8-K; Period of report 2012-11-13; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2012-11-08: Form 8-K; Period of report 2012-11-07; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-12-27 | 8-K | 2012-12-20 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 On December 20, 2012, the Company completed its previously announced acquisition (the “Merger”) of Seesmart Technologies, Inc. (“Seesmart”) pursuant to the terms of the Agreement and Plan of Merger, dated as of December 1, 2012 (the “Merger Agreement”), by and among Revolution, Seesmart Acquisition Company, Inc., a wholly-owned subsidiary of Revolution (“Merger Sub”), Seesmart Merger Company, LLC, a wholly-owned subsidiary of Revolution (“Merger Sub II”), Seesmart and Ken Ames as stockholder representative. 2.04 The disclosures under Item 2.01 are incorporated by reference in their entirety in this Item 2.04. 3.02 Reference is made to the disclosure set forth in Items 1.01, 2.01 and 2.04 above as to the Series C Stock issued to the Investor, the Stock Consideration issuable to the Seesmart Stockholders and the shares of Common Stock to be offered and issued to holders of the Convertible Notes. 3.03 The disclosures under Items 1.01 and 2.01 are incorporated by reference in their entirety in this Item 3.03. 5.03 The disclosure under Item 3.03 is incorporated by reference in its entirety in this Item 5.03. | d458514d8k.htm |
| 2012-12-06 | 8-K | 2012-12-01 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 Reference is made to the disclosure set forth in item 1.01 above as to the Stock Consideration to be issued at closing. | d449522d8k.htm |
| 2012-11-16 | 8-K | 2012-11-13 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 5.03 On November 14, 2012, the Company filed with the Secretary of State of Delaware an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) to restate, integrate and amend the provisions of the Company’s Certificate of Incorporation. | d440876d8k.htm |
| 2012-11-08 | 8-K | 2012-11-07 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on May 9, 2012, Nexxus Lighting, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market notifying the Company that the minimum bid price per share for its common stock fell below $1.00 for a period of 30 consecutive business days and that therefore the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). | d434908d8k.htm |
| 2012-11-02 | 8-K | 2012-11-02 | 8.01 Other Events | 8.01 As previously disclosed, on May 9, 2012, Nexxus Lighting, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market notifying the Company that the minimum bid price per share for its common stock fell below $1.00 for a period of 30 consecutive business days and that therefore the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). | d433224d8k.htm |
| 2012-09-26 | 8-K | 2012-09-21 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 The disclosure under Item 1.01 is incorporated by reference in its entirety in this Item 1.02. 3.02 The disclosure under Item 1.01 is incorporated by reference in its entirety in this Item 3.02. 3.03 The disclosure under Item 1.01 is incorporated by reference in its entirety in this Item 3.03. 5.01 At Closing, the Investor acquired 600,000 shares of Preferred Stock in consideration of a cash payment of $6 million, funded from cash on hand at Aston Capital, LLC. 5.02 In connection with the Closing of the Investment, all of the current members of the Company’s Board of Directors have resigned. 5.03 The disclosure under Item 3.03 is incorporated by reference in its entirety in this Item 5.03. 8.01 The press release announcing the Closing of the Investment and the Exchange is attached hereto as Exhibit 99.1. | d415459d8k.htm |
| 2012-09-17 | 8-K | 2012-09-12 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 The disclosure under Item 1.01 is incorporated by reference in its entirety in this Item 1.02. 3.02 The disclosure under Item 1.01 is incorporated by reference in its entirety in this Item 3.02. 8.01 On September 7, 2012, in connection with the transactions contemplated by the Investment Agreement, The NASDAQ Stock Market granted the Company an exception from the NASDAQ stockholder approval rules pursuant to the “financial viability exception” set forth in NASDAQ Rule 5635(f). | d412798d8k.htm |
| 2012-09-13 | 8-K | 2012-09-12 | 8.01 Other Events | 8.01 On September 12, 2012, Nexxus Lighting, Inc. (“Nexxus” or the “Company”) announced that it has entered into a definitive Investment Agreement with RVL 1 LLC, an affiliate of Aston Capital, LLC (the “Investor”) whereby in consideration of a cash payment of $6 million, the Company will issue to the Investor 600,000 shares of newly-created Series B Convertible Preferred Stock, $.001 par value per share. | d411592d8k.htm |
| 2012-08-23 | 8-K | 2012-06-28 | 2.02 Results of Operations and Financial Condition; 2.06 Material Impairments | 2.02 On August 23, 2012, Nexxus Lighting, Inc. (the “Company”) issued a press release announcing its preliminary, unaudited financial results for the quarter ended June 30, 2012. 2.06 As a result of the Company’s deteriorating financial condition and significantly reduced market value, on or about June 28, 2012, the Company reached a preliminary conclusion that it expects to record material charges for impairment of goodwill and other long-lived assets, including patents, trademarks, customer relationships, non-compete agreement, and product certification and licensing costs in the second quarter of 2012. | d401749d8k.htm |
| 2012-08-21 | 8-K | 2012-08-15 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On August 15, 2012, Nexxus Lighting, Inc. (the “Company”) received a notification letter from the Listing Qualifications Department of The NASDAQ OMX Group (“NASDAQ”) stating that due to the Company’s inability to timely file its Form 10-Q for the period ended June 30, 2012 (the “2nd Quarter Form 10-Q”), the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1). | d401072d8k.htm |
| 2012-05-22 | 8-K | 2012-05-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Nexxus Lighting, Inc. (the “Company”) 2012 Annual Meeting of Stockholders was held on May 17, 2012. | d355203d8k.htm |
| 2012-05-15 | 8-K | 2012-05-09 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On May 9, 2012, Nexxus Lighting, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that the minimum bid price per share for its common stock fell below $1.00 for a period of 30 consecutive business days and that therefore the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). | d354605d8k.htm |
| 2012-04-03 | 8-K | 2012-04-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 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. | d326948d8k.htm |
| 2012-03-05 | 8-K | 2012-02-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d308689d8k.htm |