Attached files
| file | filename |
|---|---|
| EX-10.1 - ECOTALITY, INC. | v208221_ex10-1.htm |
| EX-10.2 - ECOTALITY, INC. | v208221_ex10-2.htm |
| EX-17.1 - ECOTALITY, INC. | v208221_ex17-1.htm |
| EX-99.1 - ECOTALITY, INC. | v208221_ex99-1.htm |
| EX-17.2 - ECOTALITY, INC. | v208221_ex17-2.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): January 13, 2011
ECOTALITY,
INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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000-50983
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68-0515422
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(State
of Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
|
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Four
Embarcadero, Suite 3720
|
|
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San
Francisco, California
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94111
|
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (415) 992-3000
(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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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On
January 10, 2011, Ecotality, Inc., a Nevada corporation (the “Company”), entered
into a Securities Purchase Agreement with ABB Technology Ventures Ltd. (the
“Investor”) pursuant to which the Investor agreed to purchase shares of the
Company’s common stock, par value $0.001 per share (“Common Stock”), for an
aggregate purchase price of $10,000,000 (the “Investment”).
On
January 13, 2011, in connection with the Investment and the Securities Purchase
Agreement, the Company entered into an Investor Rights Agreement with the
Investor pursuant to which the Company agreed to file a registration statement
providing for the resale of the securities purchased by the Investor under the
Securities Purchase Agreement. The registration statement must be
filed no later than 45 days after the closing date under the Securities Purchase
Agreement. The registration statement must be declared effective by
the Securities and Exchange Commission (the “SEC”) no later than 90 days after
the closing date (or, in the event of a “full review” by the SEC, no later than
120 days after the closing date). The Company will be required
to pay liquidated damages to the Investor as set forth in the Investor Rights
Agreement if it fails to meet these deadlines.
The
Investor will initially have the right to nominate two directors to be elected
to the Company’s Board of Directors. If, at any time after the
closing, the Investor ceases to beneficially own at least 15% (but continues to
own at least 8%) of the issued and outstanding Common Stock, the Investor will
have the right to nominate only one director. If, at any time after
the closing, the Investor ceases to beneficially own at least 8% of the issued
and outstanding Common Stock, the Investor will not have a right to nominate any
directors.
Additionally,
the Company has granted certain participation rights to the Investor such that,
for the next five years, so long as the Investor continues to hold at least 2%
of the issued and outstanding Common Stock, the Investor may participate pro
rata in certain equity issuances by the Company.
The
foregoing description of the terms and conditions of the Investor Rights
Agreement is qualified in its entirety by the full text of the Investor Rights
Agreement attached hereto as an Exhibit.
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ITEM 3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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The
disclosure in Item 1.01 is incorporated herein by reference.
The
closing of the Investment occurred on January 13, 2011. At the
closing, the Company received gross proceeds of $10,000,000 and issued 2,604,167
shares of Common Stock to the Investor at a purchase price of $3.84 per
share. The Company also issued a five year Warrant to the Investor to
purchase 1,041,667 shares of Common Stock at an exercise price of $4.91 per
share. Under the terms of the Warrant, the Company may not effect any
exercise of the Warrant in an amount that would result in the Investor or its
affiliates beneficially owning more than 19.99% of the outstanding Common Stock
upon such an exercise.
The
securities offered and described above have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The issuance of the
securities in the transaction described above will be effected without
registration under the Securities Act in reliance on Section 4(2) thereof or
Rule 506 of Regulation D thereunder based on the status of
the Investor as an accredited investor as defined under the Securities Act,
and such transaction will be effected without using any form of general
advertising or general solicitation as such terms are used in Regulation
D.
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ITEM 5.02
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DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
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On
January 13, 2011, Mr. E. Slade Mead resigned as a member of the Board of
Directors of the Company. Mr. Mead will be retained as a Board
observer and will continue to attend and participate in a non-voting capacity at
all Board meetings until October 31, 2011. There were no
disagreements with Mr. Mead on any matter relating to the Company’s operations,
policies or practices. A copy of Mr. Mead’s resignation letter is
attached as an Exhibit.
On
January 13, 2011, Colonel Barry S. Baer resigned as a member of the Board
of Directors of the Company. Colonel Baer will remain with the
Company as Secretary and Assistant Treasurer. There were no
disagreements with Colonel Baer on any matter relating to the Company’s
operations, policies or practices. A copy of Colonel Baer’s
resignation letter is attached as an Exhibit.
On
January 13, 2011, Mr. Enrique Santacana and Mr. Andrew Tang were appointed to
the Board of Directors to fill the vacancies left by the resignations of Mr.
Mead and Colonel Baer. Mr. Santacana and Mr. Tang were nominated by
the Investor in connection with the Investor Rights Agreement, and the Company
was obligated to confirm their appointment to the Board of Directors as a
condition to closing the Investment.
Mr.
Santacana is currently the President and Chief Executive Officer of ABB Inc. and
the Region Manager of ABB North America, each of which are affiliates of the
Investor (ABB Inc., ABB North America and the Investor are collectively referred
to herein as “ABB”). Mr. Santacana joined ABB in
1977. Since then he has held a variety of management positions
including Region Division Manager for Power Products in North
America. Prior to that, he was Vice President and General Manager of
the Medium Voltage Products business unit of ABB’s Power Technologies division
in North America. A licensed professional engineer in North Carolina,
Mr. Santacana is a member of the Institute of Electrical and Electronic
Engineers and the National Society of Professional Engineers. Mr.
Santacana earned a Bachelor of Science in Electrical Engineering from the
University of Puerto Rico; a Master of Engineering in Electric Power Engineering
from Rensselaer Polytechnic Institute; and a Master of Business Administration
from Duke University. Mr. Santacana sits on the Board of Governors of
the National Electrical Manufacturers Association where he is a member of the
Executive Committee, and is also a member of the Business Roundtable where is a
Vice Chair of their Sustainable Growth Initiative. He has also served
on the U.S. Department of Energy’s Electricity Advisory Committee where he
helped the Department of Energy meet requirements of the Energy Policy Act of
2005 and the Energy Independence and Security Act of 2007.
Mr. Tang
currently serves as Managing Director of the Investor. Mr. Tang
joined ABB in 2010 with over ten years of venture capital and investment banking
experience. Prior to joining ABB, Mr. Tang was a Managing Director at
DFJ DragonFund. He was also a partner at Infineon Ventures, and has
worked at Infineon Technologies and Credit Suisse First Boston. Mr.
Tang earned a Bachelor of Science in Electrical Engineering from the University
of Texas at Austin; a Master of Science in Electrical Engineering from
Massachusetts Institute of Technology; and a Master of Business Administration
from The Wharton School, University of Pennsylvania. Mr. Tang holds a
U.S. patent and has been published in numerous technical journals in the advance
materials field.
Indemnification
Agreements with Directors and Officers
On
January 13, 2011, the Company entered into indemnification agreements with Mr.
Santacana and Mr. Tang, and has offered indemnification agreements to each of
its remaining directors and certain executive officers, including Jonathan Read
(President and Chief Executive Officer), H. Ravi Brar (Chief Financial Officer)
and Barry Baer (Secretary and Assistant Treasurer). Under the terms
of the indemnification agreements, the Company has agreed to indemnify and to
advance expenses to the indemnitees to the fullest extent permitted by
applicable law.
The
foregoing description of the terms and conditions of the indemnification
agreements is qualified in its entirety by the full text of the form of
indemnification agreement attached hereto as an Exhibit.
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ITEM 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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Exhibit
Number
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Name and/or Identification of Exhibit
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10.1
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Investor Rights Agreement
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10.2
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Form
of Indemnification Agreement
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17.1
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Resignation
Letter of E. Slade Mead
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17.2
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Resignation
Letter of Barry S. Baer
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99.1
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Press
Release
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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.
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ECOTALITY,
INC.
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(Registrant)
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Signature
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Title
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Date
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/s/
Jonathan R. Read
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President
and CEO
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January
18, 2011
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Jonathan
R. Read
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/s/
H. Ravi Brar
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Chief
Financial Officer
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January
18, 2011
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H.
Ravi Brar
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