Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - COMVERGE, INC. | exhibit99-1.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - COMVERGE, INC. | exhibit1-1ua.htm |
| EX-5.1 - OPINION AND CONSENT OF BAKER BOTTS LLP - COMVERGE, INC. | exhibit5-1op.htm |
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 reported event): November 19,
2009
Commission
File No. 001-33399
______________
COMVERGE,
INC.
(Exact
name of registrant as specified in its charter)
______________
|
DELAWARE
|
22-3543611
|
|
(State
or other jurisdiction of
Incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
120
Eagle Rock Avenue, Suite 190
East
Hanover, New Jersey 07936
(Address
of Principal Executive offices) (zip code)
Registrant’s
telephone number, including area code: (973) 884-5970
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:
[ ]
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))
Item
1.01 Entry
into a Material Definitive Agreement
On
November 19, 2009, Comverge, Inc. entered into an Underwriting Agreement with
RBC Capital Markets Corporation, Lazard Capital Markets LLC, Robert W. Baird
& Co. Incorporated and Stephens, Inc., as representatives of the several
underwriters named therein, with respect to the offer and sale in an
underwritten public offering by Comverge of up to 2,760,000 shares of Comverge’s
common stock, par value $0.001 per share (including up to 360,000 shares
issuable upon exercise of the underwriters’ over-allotment option) for a price
to the public of $10.50 per share. The shares to be offered and sold
in the offering have been registered under the Securities Act of 1933, as
amended, pursuant to the Company’s registration statement on Form S-3 (File No.
333-161400), which was declared effective by the Securities and Exchange
Commission on November 10, 2009. The Company expects the transaction
to close on or about November 24, 2009.
Comverge
intends to use the net proceeds from this offering of approximately $23.5
million (and the net proceeds from any exercise of the underwriters’ option to
purchase additional common stock) i) to repay approximately $23.2 million of
outstanding indebtedness of its wholly owned subsidiary, Alternative Energy
Resources, Inc., ii) to finance the capital requirements of its current and
future contracts, as well as research and development and iii) for other general
corporate purposes.
The
Underwriting Agreement contains customary representations, warranties and
agreements of Comverge and certain affiliates, and customary conditions to
closing, indemnification rights, obligations of the parties and termination
provisions. The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the agreement, which is attached as Exhibit 1.1 to this report and is
incorporated by reference herein.
Item
7.01 Regulation FD Disclosure
On
November 19, 2009, Comverge issued a press release announcing the offering
described in Item 1.01 above. A copy of the press release is
furnished as Exhibit 99.1 to this report.
None of
the information furnished in Item 7.01 and the accompanying Exhibit 99.1 will be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor will it be incorporated by reference into any registration
statement filed by the Company under the Securities Act of 1933, as amended,
unless specifically indentified therein as being incorporated therein by
reference.
Item
9.01 Financial
Statements and Exhibits
|
Exhibit No.
|
Description
|
|
1.1
|
Underwriting
Agreement dated November 19, 2009 between Comverge, Inc. and RBC Capital
Markets Corporation, Lazard Capital Markets LLC, Robert W. Baird & Co.
Incorporated and Stephens Inc., as representatives of the
underwriters.
|
|
5.1
|
Opinion
of Baker Botts L.L.P.
|
|
23.1
|
Consent
of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).
|
|
99.1
|
Press
release, dated November 19, 2009 (furnished
herewith).
|
SIGNATURE
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.
COMVERGE,
INC.
By: /s/ Michael D.
Picchi
Name:
Michael D. Picchi
Title: Interim President and Chief
Executive Officer
Executive Vice
President and Chief Financial Officer
Dated: November
19, 2009
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
1.1
|
Underwriting
Agreement dated November 19, 2009 between Comverge, Inc. and RBC Capital
Markets Corporation, Lazard Capital Markets LLC, Robert W. Baird & Co.
Incorporated and Stephens Inc., as representatives of the
underwriters.
|
|
5.1
|
Opinion
of Baker Botts L.L.P.
|
|
23.1
|
Consent
of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).
|
|
99.1
|
Press
release, dated November 19, 2009 (furnished
herewith).
|