SOLARCITY CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-12-30: Form 8-K; Period of report 2016-12-26; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2016-11-21: Form 8-K; Period of report 2016-11-21; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 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; Details 1.01.
- 2016-11-18: Form 8-K; Period of report 2016-11-17; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2016-11-09: Form 8-K; Period of report 2016-11-09; Description 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-12-30 | 8-K | 2016-12-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 26, 2016, SolarCity Corporation (“SolarCity”) entered into a Production Pricing Agreement: Phases 1-3 (the “Phase 1-3 Agreement”) with Panasonic Corporation, Panasonic Corporation of North America and Sanyo Electric Co., Ltd. (collectively, “Panasonic”). | scty-8k_20161226.htm |
| 2016-11-21 | 8-K | 2016-11-21 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 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. 2.01 The information set forth in the Introductory Note is incorporated herein by reference. 3.01 The information set forth in the Introductory Note and Item 2.01 is incorporated herein by reference. 3.03 The information set forth in the Introductory Note, Item 2.01 and Item 3.01 is incorporated herein by reference. 5.01 The information set forth in the Introductory Note and Item 2.01 is incorporated herein by reference. 5.02 Pursuant to the Merger Agreement, effective upon the Effective Time, all of the directors of SolarCity immediately prior to the Effective Time ceased to be directors of SolarCity at the Effective Time and were replaced by the directors of Merger Sub immediately prior to the Effective Time. 5.03 At the Effective Time, the Certificate of Incorporation of SolarCity was amended and restated in the form of the Certificate of Incorporation that is filed as Exhibit 3.1 hereto and is incorporated herein by reference. 8.01 On November 21, 2016, Tesla released a press statement announcing the completion of the Merger, which is included as Exhibit 99.1 hereto and incorporated herein by reference. | d275338d8k.htm |
| 2016-11-18 | 8-K | 2016-11-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On November 17, 2016, SolarCity Corporation (“SolarCity” or the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Company’s previously announced acquisition by Tesla Motors, Inc. (“Tesla”). | scty-8k_20161117.htm |
| 2016-11-09 | 8-K | 2016-11-09 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On November 9, 2016, SolarCity Corporation released its financial and operating results for the quarter ended September 30, 2016 by posting its Third Quarter 2016 Shareholder Letter on its investor relations website. 8.01 The information in Item 2.02 above is incorporated herein by reference. | scty-8k_20161109.htm |
| 2016-11-02 | 8-K | 2016-11-01 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On November 1, 2016, Tesla Motors, Inc. released information regarding the operating results and financial condition of SolarCity Corporation in a posting on its blog (https://www.tesla.com/blog/tesla-and-solarcity). 8.01 The information in Item 2.02 above is incorporated herein by reference. | scty-8k_20161101.htm |
| 2016-10-31 | 8-K | 2016-10-31 | 8.01 Other Events | 8.01 As previously disclosed, on September 18, 2015, a stockholder of SolarCity Corporation (“SolarCity” or the “Company”) filed a stockholder derivative action (the “Action”) in the Court of Chancery of the State of Delaware (the “Court”) against the members of SolarCity’s board of directors (the “Company Board”). | scty-8k_20161031.htm |
| 2016-09-29 | 8-K | 2016-09-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On September 28, 2016, SolarCity Corporation (“SolarCity”) announced the appointment of Radford Small as Chief Financial Officer. 8.01 On September 28, 2016, SolarCity issued a press release announcing the appointment of Mr. Small. | scty-8k_20160928.htm |
| 2016-09-12 | 8-K | 2016-09-12 | 8.01 Other Events | 8.01 On September 12, 2016, SolarCity Corporation (the “Company”) issued a press release announcing that it has completed its second cash equity transaction. | scty-8k_20160912.htm |
| 2016-08-23 | 8-K/A | 2016-08-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 As previously disclosed in Item 1.01 of SolarCity Corporation’s (the “Company”) Current Report on Form 8-K filed on August 17, 2016, on August 17, 2016, the Company initiated the offer and sale of a new series of Solar Bonds, the 6.50% Solar Bonds, Series 2016/13-18M (the “Offered Series”) pursuant to the Company’s previously announced Solar Bond Program. | scty-8ka_20160823.htm |
| 2016-08-18 | 8-K | 2016-08-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 17, 2016, SolarCity Corporation (the “Company”) initiated the offer and sale of the following new series of Solar Bonds (the “Offered Series”) pursuant to the Company’s previously announced Solar Bond Program. | scty-8k_20160816.htm |
| 2016-08-17 | 8-K | 2016-08-16 | 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.05 On August 16, 2016, SolarCity Corporation (the “Company”) adopted and began implementing initiatives to realign the Company’s operating expenses to match the Company’s reduced guidance for Megawatts Installed. 5.02 To align with the Company’s cost-cutting measures described in Item 2.05 above, Lyndon Rive, our Co-Founder and Chief Executive Officer, and Peter Rive, our Co-Founder and Chief Technology Officer, requested that the Company reduce their annual salary from $275,000 to $1 per year for their services, and, effective as of August 16, 2016, the Compensation Committee of the Board of Directors of the Company reduced the annual salaries of Lyndon Rive and Peter Rive to the minimum amount permitted by law. | scty-8k_20160816.htm |
| 2016-08-09 | 8-K | 2016-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2016, SolarCity Corporation released its financial and operating results for the quarter ended June 30, 2016 by posting its Second Quarter 2016 Shareholder Letter on its investor relations website. | scty-8k_20160809.htm |
| 2016-08-03 | 8-K/A | 2016-06-09 | 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, on June 9, 2016, Hayes Barnard retired as Chief Revenue Officer of SolarCity Corporation (“SolarCity” or the “Company”). | scty-8ka_20160609.htm |
| 2016-08-01 | 8-K | 2016-08-01 | 8.01 Other Events | 8.01 SolarCity Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 31, 2016, by and among the Company, Tesla and D Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Tesla. | d231603d8k.htm |
| 2016-08-01 | 8-K | 2016-08-01 | 2.02 Results of Operations and Financial Condition | 2.02 On August 1, 2016, SolarCity Corporation (“SolarCity” or the “Company”) issued a press release regarding certain of its operating results for the quarter ended June 30, 2016. | d236342d8k.htm |
| 2016-08-01 | 8-K | 2016-08-01 | 1.01 Entry into a Material Definitive Agreement; 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. 5.03 On and effective July 29, 2016, the SolarCity board approved an amendment to SolarCity’s Amended and Restated Bylaws (the “Bylaws”), to implement a forum selection bylaw (the “Bylaw Amendment”). 8.01 On August 1, 2016, Tesla and SolarCity each published a joint post on their respective website blogs announcing the entry into the Merger Agreement, as well as an investor presentation regarding the Merger. | d230733d8k.htm |
| 2016-07-18 | 8-K | 2016-06-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 27, 2016, a subsidiary (“Borrower”) of SolarCity Corporation (“SolarCity”) entered into an amendment (the “Amendment”) to a revolving credit facility originally entered into on May 4, 2015 (the “Revolving Aggregation Credit Facility”) with a syndicate of lenders and Bank of America, N.A., as administrative agent and collateral agent. | scty-8k_20160627.htm |
| 2016-06-27 | 8-K | 2016-06-27 | 8.01 Other Events | 8.01 On June 27, 2016, SolarCity Corporation (“SolarCity” or the “Company”) issued a press release announcing that SolarCity’s Board of Directors has formed a special committee of independent directors to evaluate the June 20, 2016 proposal from Tesla Motors, Inc. to acquire all of the outstanding shares of SolarCity common stock. | scty-8k_20160627.htm |
| 2016-06-21 | 8-K | 2016-06-20 | 8.01 Other Events | 8.01 On June 20, 2016, Tesla Motors, Inc. (“Tesla Motors”) delivered a proposal to the Board of Directors of SolarCity Corporation (“SolarCity” or the “Company”) outlining a potential acquisition of SolarCity by Tesla Motors. | scty-8k_20160620.htm |
| 2016-06-10 | 8-K | 2016-06-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On June 9, 2016, SolarCity Corporation (“SolarCity”) announced the appointment of Toby Corey as President of Global Sales and Customer Experience. 8.01 On June 9, 2016, SolarCity issued a press release announcing the hiring of Mr. Corey and retirement of Mr. Barnard. | scty-8k_20160609.htm |
| 2016-06-10 | 8-K | 2016-06-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 10, 2016, SolarCity Corporation (the “Company”) initiated the offer and sale of the following new series of Solar Bonds (the “Offered Series”) pursuant to the Company’s previously announced Solar Bond Program. | scty-8k_20160610.htm |
| 2016-06-09 | 8-K | 2016-06-07 | 5.07 Submission of Matters to a Vote of Security Holders | scty-8k_20160607.htm | |
| 2016-06-03 | 8-K | 2016-05-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 27, 2016, a subsidiary (“Borrower”) of SolarCity Corporation (“SolarCity”) entered into an amendment (the “Amendment”) to a revolving credit facility originally entered into on May 4, 2015 (the “Revolving Aggregation Credit Facility”) with a syndicate of lenders and Bank of America, N.A., as administrative agent and collateral agent. | scty-8k_20160603.htm |
| 2016-05-09 | 8-K | 2016-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2016, SolarCity Corporation released its financial and operating results for the quarter ended March 31, 2016 by posting its First Quarter 2016 Shareholder Letter on its investor relations website. | scty-8k_20160509.htm |
| 2016-05-03 | 8-K | 2016-05-03 | 8.01 Other Events | 8.01 On May 3, 2016, SolarCity Corporation (the “Company”) issued a press release announcing that it has completed its first cash equity transaction with partner John Hancock Financial who invested $227 million in a diversified portfolio of solar power projects that collectively represent 201 megawatts of generation capacity. | scty-8k_20160503.htm |
| 2016-04-06 | 8-K | 2016-03-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 31, 2016, a subsidiary (“Borrower”) of SolarCity Corporation (“SolarCity”) entered into a credit facility (the “Credit Facility”) with Credit Suisse AG, New York Branch, as agent for such lenders and funding agents that become parties to the Credit Facility. | scty-8k_20160331.htm |
| 2016-03-21 | 8-K | 2016-03-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 21, 2016, SolarCity Corporation (the “Company”) initiated the offer and sale of the following new series of Solar Bonds (the “Offered Series”) pursuant to the Company’s previously announced Solar Bond Program. | scty-8k_20160321.htm |
| 2016-02-26 | 8-K | 2016-02-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 On February 26, 2016, SolarCity Corporation (the “Company) initiated the offer and sale of the following new series of Solar Bonds (the “Offered Series”) pursuant to the Company’s previously announced Solar Bond Program. | scty-8k_20160226.htm |
| 2016-02-11 | 8-K | 2016-02-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 10, 2016, SolarCity Corporation (“SolarCity”) appointed Tanguy Serra (SolarCity’s President) as Chief Financial Officer. | scty-8k_20160210.htm |
| 2016-02-09 | 8-K | 2016-02-09 | 2.02 Results of Operations and Financial Condition | 2.02 On February 9, 2016, SolarCity Corporation released its financial results for the fourth quarter and fiscal year ended December 31, 2015 by posting its Fourth Quarter 2015 Shareholder Letter on its investor relations website. | scty-8k_20160209.htm |
| 2016-01-29 | 8-K | 2016-01-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 29, 2016, SolarCity Corporation (the “Company) initiated the offer and sale of the following new series of Solar Bonds (the “Offered Series”) pursuant to the Company’s previously announced Solar Bond Program. | scty-8k_20160129.htm |
| 2016-01-27 | 8-K | 2016-01-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 25, 2016, SolarCity Corporation (“SolarCity”) entered into a Transition, Retention, Separation Agreement and Release with Brad Buss (the “Buss Transition Agreement”). | scty-8k_20160125.htm |
| 2016-01-22 | 8-K | 2016-01-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 15, 2016, a subsidiary (“Borrower”) of SolarCity Corporation (“SolarCity”) entered into a credit facility (the “Credit Facility”) with a syndicate of banks including Bank of America, N.A., as administrative agent, collateral agent, mandated lead arranger and sole bookrunner, and KeyBank National Association as joint lead arranger. | scty-8k_20160115.htm |