SOLARCITY CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-12-03: Form 8-K/A; Period of report 2014-09-23; Description 9.01 Financial Statements and Exhibits; Details 9.01.
- 2014-11-06: Form 8-K/A; Period of report 2014-11-05; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2014-11-05: Form 8-K; Period of report 2014-11-05; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2014-10-15: Form 8-K; Period of report 2014-10-08; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-12-03 | 8-K/A | 2014-09-23 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial statements of businesses acquired. | d827049d8ka.htm |
| 2014-11-06 | 8-K/A | 2014-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2014, SolarCity released its financial results for the quarter ended September 30, 2014 by posting its Third Quarter 2014 Shareholder Letter on its investor relations website. | d815856d8ka.htm |
| 2014-11-05 | 8-K | 2014-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2014, SolarCity Corporation released its financial results for the quarter ended September 30, 2014 by posting its Third Quarter 2014 Shareholder Letter on its investor relations website. | d817824d8k.htm |
| 2014-10-15 | 8-K | 2014-10-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 8.01 of this Current Report on Form 8-K under the heading “Issuance of Additional Convertible Senior Notes” is incorporated by reference into this Item 2.03. 3.02 The information set forth in Item 8.01 of this Current Report on Form 8-K under the headings “Issuance of Additional Convertible Senior Notes” and “Additional Capped Call Transactions” is incorporated by reference into this Item 3.02. 8.01 In connection with the sale of Solar Bonds to certain financial intermediaries (including Series other than the Offered Series), the Company may enter into financial intermediary agreements (each, a “Financial Intermediary Agreement”) with such financial intermediaries from time to time, which sets forth certain terms and conditions applicable to any such financial intermediary sale. | d805349d8k.htm |
| 2014-10-06 | 8-K | 2014-09-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 above is incorporated herein by reference. 3.02 The information set forth in Item 1.01 above is incorporated herein by reference. | d795789d8k.htm |
| 2014-09-25 | 8-K | 2014-09-23 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On September 24, 2014, the Company issued a press release announcing the pricing of its offering of $500 million aggregate principal amount of the Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. | d794825d8k.htm |
| 2014-09-23 | 8-K | 2014-09-23 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 As previously disclosed, in June 2014, SolarCity entered into an Agreement and Plan of Merger with Sunflower Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Company, Sunflower Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Silevo, Richard Lim, as security holder representative, and U.S. Bank National Association, as Escrow Agent, pursuant to which SolarCity agreed to acquire Silevo, a solar panel technology and manufacturing company, through a series of statutory mergers in exchange for shares of SolarCity common stock with an aggregate value of $200 million as of the closing of the transaction, subject to adjustments as set forth in the merger agreement, and shares of SolarCity common stock in connection with an earnout with an aggregate value of up to an additional $150 million upon the achievement of certain milestones as set forth in the merger agreement. 3.02 The disclosure set forth in Item 2.01 above is incorporated by reference into this Item 3.02. 8.01 On September 23, 2014, the Company issued a press release announcing its intention to offer $500 million aggregate principal amount of convertible senior notes due 2019, subject to market conditions and other factors, in a private placement to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). | d793477d8k.htm |
| 2014-09-11 | 8-K | 2014-09-05 | 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 The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. | d787190d8k.htm |
| 2014-08-11 | 8-K/A | 2014-07-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously announced, SolarCity Corporation (“SolarCity”) has appointed Brad Buss as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer effective, as of August 11, 2014. | d774236d8ka.htm |
| 2014-08-07 | 8-K | 2014-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2014, SolarCity Corporation issued a press release regarding its financial results for the second quarter ended June 30, 2014 and certain other information. | d772046d8k.htm |
| 2014-08-04 | 8-K | 2014-07-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 30, 2014, Robert D. Kelly announced his intention to resign as Chief Financial Officer (including as Principal Financial and Accounting Officer) of SolarCity Corporation (“SolarCity”), with an effective date of August 11, 2014. | d768393d8k.htm |
| 2014-06-17 | 8-K | 2014-06-16 | 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 The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. | d741343d8k.htm |
| 2014-06-06 | 8-K | 2014-06-04 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 4, 2014, SolarCity Corporation (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”). | d739114d8k.htm |
| 2014-05-30 | 8-K | 2014-05-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d735571d8k.htm |
| 2014-05-07 | 8-K | 2014-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2014, SolarCity Corporation issued a press release regarding its financial results for the first quarter ended March 31, 2014 and certain other information. | d722246d8k.htm |
| 2014-03-24 | 8-K | 2014-03-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective March 20, 2014, SolarCity Corporation (“SolarCity” or the “Company”) appointed Jonathan K. Shulkin to the Company’s Board of Directors. | d696248d8k.htm |
| 2014-03-18 | 8-K | 2014-03-18 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 (a) On March 18, 2014, the Board of Directors of SolarCity Corporation (“SolarCity” or the “Company”) and management of the Company concluded, after discussion with SolarCity’s independent registered public accounting firm, Ernst & Young LLP, that the consolidated financial statements as of December 31, 2010 and 2011 and for the years then ended included in SolarCity’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, should no longer be relied upon as a result of (i) an error related to the presentation of non-cash stock based compensation costs in the consolidated statement of cash flows for the portion of such costs that were capitalized as part of the costs of solar energy systems leased and to be leased; and (ii) an error related to the classification of certain of the noncontrolling interests in subsidiaries after the Company concluded that certain noncontrolling interests with redemption rights should be presented in temporary equity and not permanent equity as had previously been disclosed. | d694571d8k.htm |
| 2014-03-18 | 8-K | 2014-03-18 | 2.02 Results of Operations and Financial Condition | 2.02 On March 18, 2014, SolarCity Corporation issued a press release regarding its financial results for the fourth quarter and fiscal year ended December 31, 2013 and certain other information. | d693630d8k.htm |
| 2014-03-03 | 8-K | 2014-02-27 | 2.02 Results of Operations and Financial Condition; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 8.01 Other Events | 2.02 On March 3, 2014, SolarCity Corporation (“SolarCity” or the “Company”) issued a press release regarding certain of its financial results for the fourth quarter and fiscal year ended December 31, 2013. 4.02 (a) On February 27, 2014, the board of directors of SolarCity and management of the Company concluded, after discussion with SolarCity’s independent registered public accounting firm, Ernst & Young LLP, that the consolidated financial statements as of December 31, 2012 and for the year then ended included in SolarCity’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and the consolidated financial statements included in the Quarterly Reports on Forms 10-Q for the periods ended March 31, 2012, June 30, 2012, September 30, 2012, March 31, 2013, June 30, 2013 and September 30, 2013, should no longer be relied upon as a result of an error in the allocation of overhead expenses. 8.01 On March 3, 2014, SolarCity issued a press release announcing a delay in the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and the expected restatement of its 2012 consolidated financial statements. | d687485d8k.htm |
| 2014-02-27 | 8-K | 2014-02-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 24, 2014, SolarCity Corporation (“SolarCity”) announced the appointment of Tanguy Serra as Chief Operations Officer. | d685067d8k.htm |
| 2014-02-24 | 8-K | 2014-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2014, SolarCity Corporation issued a press release regarding its financial results for the fourth quarter and fiscal year ended December 31, 2013 and certain other information. | d680702d8k.htm |
| 2014-02-10 | 8-K | 2014-02-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d673569d8k.htm |