Attached files
| file | filename |
|---|---|
| EX-10.1 - AGREEMENT AND PLAN OF MERGER - Beam Global | envision_8k-ex1001.htm |
| EX-10.3 - CERTIFICATE OF CORRECTION - Beam Global | envision_8k-ex1003.htm |
| EX-10.2 - ARTICLES OF MERGER - Beam Global | envision_8k-ex1002.htm |
| EX-10.4 - CERTIFICATE OF OWNERSHIP - Beam Global | envision_8k-ex1004.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 event reported): March 11, 2010
ENVISION SOLAR
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
|
333-147104
|
20-8457250
|
|||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|||
|
7675
Dagget Street, Suite 150
San
Diego, California
|
92111
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (858) 799-4583
Casita
Enterprises, Inc.
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
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 March
11, 2010, Casita Enterprises, Inc., a Nevada corporation (the "Company"),
entered into an Agreement and Plan of Merger with Envision Solar
International, Inc., a California corporation and the Company's wholly owned
subsidiary ("Envision CA"), pursuant to which Envision CA merged with and into
the Company, with the Company being the surviving corporation and continuing its
existence as a Nevada corporation. In connection with the merger, the
Company amended its Articles of Incorporation on March 11, 2010 to change its
name to “Envision Solar International, Inc.”
As a
result of the merger, each share of common stock, no par value per share,
of Envision CA that was issued and outstanding immediately prior to the merger
was canceled and each share of common stock of the Company was not changed or
converted in any manner. All of the property, rights, privileges, powers and
franchises of Envision CA became vested in the Company, and the Company assumed
all of the debts, liabilities, obligations, restrictions, disabilities and
duties of Envision CA.
2
Item
5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March 26, 2010, Joanna Tan resigned
as executive vice president, chief operating officer and secretary of the
Company.
Item
5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
The information required to be
disclosed under this Item 5.03 is set forth above under Item 1.01.
4
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits.
| Exhibit No. |
Description
|
|
10.1
|
Agreement
and Plan of Merger, dated March 11, 2010, by and between Casita
Enterprises, Inc. and Envision Solar International,
Inc.
|
|
10.2
|
Articles
of Merger filed with the Secretary of State of the State of
Nevada
|
|
10.3
|
Certificate
of Correction filed with the Secretary of State of the State of
Nevada
|
|
10.4
|
Certificate
of Ownership filed with the Secretary of State of the State of
California
|
5
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.
|
ENVISION
SOLAR INTERNATIONAL, INC.
|
|
|
Dated:
April 12, 2010
|
By: /s/ Howard
Smith
|
|
Name:
Howard Smith
|
|
|
Title:
Chief Financial Officer
|
6
EXHIBIT
INDEX
| Exhibit No. |
Description
|
|
10.1
|
Agreement
and Plan of Merger, dated March 11, 2010, by and between Casita
Enterprises, Inc. and Envision Solar International,
Inc.
|
|
10.2
|
Articles
of Merger filed with the Secretary of State of the State of
Nevada
|
|
10.3
|
Certificate
of Correction filed with the Secretary of State of the State of
Nevada
|
|
10.4
|
Certificate
of Ownership filed with the Secretary of State of the State of
California
|
7