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 25,
2011
ACORN
ENERGY, INC.
(Exact
name of Registrant as Specified in its Charter)
|
Delaware
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0-19771
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22-2786081
|
|
(State
or Other Jurisdiction
|
(Commission
file Number)
|
(IRS
Employer
|
|
of
Incorporation)
|
Identification
No.)
|
|
4 West Rockland, Montchanin,
Delaware
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19710
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code (302)
656-1707
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-2 under the Exchange Act (17 CFR
240.14a-2)
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))
Section 8
– Other
Events
Item
8.01. Other Events
Impairment of Goodwill
Associated with GridSense
In
connection with Acorn Energy, Inc.’s (the “Company”) annual goodwill impairment
analysis and testing for fiscal year 2010, management has determined that
an impairment of the Company’s goodwill related to its GridSense
subsidiary will be taken effective December 31, 2010. The Company
estimates the pre-tax, non-cash charges relating to the impairment of goodwill
will be approximately $1.2 million. Such impairment charges are not
expected to result in future cash expenditures.
Increase in Sales Price of
8,000 Shares Sold to an Executive Officer and a Director
The
Company has entered into amended subscription agreements with an executive
officer and a director of the Company who purchased 3,000 and 5,000 shares,
respectively, as part of the Company’s registered offering of 1,150,000 shares
of Acorn Common Stock at a price of $3.50 per share in December 2010. Under the
amended subscription agreements, the sale price to both the executive officer
and the director was increased by $0.20 per share to $3.70 per share (which was
the closing consolidated bid price for the Common Stock on December 17, 2010),
an aggregate increase of $1,600, which has been received by the
Company.
The
amendment and increase in the sales price was done to bring the transaction into
compliance with Nasdaq Rule 5635(c) and relevant Staff interpretations under
which any issuance to officers, directors, employees or consultants
in a “private placement” at a discount to the most recent consolidated closing
bid price is considered “equity compensation”, requiring shareholder approval.
On January 20, 2010, the Company received a letter from the Nasdaq Staff noting
both the noncompliance associated with the sale of the 8,000 shares as
originally priced and the Company’s action to bring the transaction into
compliance, and stating that the matter is now closed.
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 on this 25th day of January, 2011.
| ACORN ENERGY, INC. | |||
|
|
By:
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/s/ Joe B. Cogdell, Jr. | |
| Name: Joe B. Cogdell, Jr. | |||
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Title: Vice
President, General Counsel & Secretary
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