Attached files
| file | filename |
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| EX-10.1 - Premier Power Renewable Energy, Inc. | v210828_ex10-1.htm |
| EX-99.1 - Premier Power Renewable Energy, Inc. | v210828_ex99-1.htm |
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): February 11, 2011 (February 7,
2011)
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Delaware
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333-140637
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13-4343369
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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4961
Windplay Drive, Suite 100
El Dorado Hills, CA
95762
(Address
of Principal Executive Offices)
(916)
939-0400
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(c)
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Appointment
of Certain Officers
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Miguel
de Anquin – President
Effective
February 7, 2011, the Board of Directors appointed Miguel de Anquin, age 43, as
President, a promotion from his former position as Chief Operating Officer, a
position he held since September 9, 2008. Mr. de Anquin replaces Dean
R. Marks, our Chairman of the Board and Chief Executive Officer, in the role of
President. Mr. Marks remains Chairman of the Board and Chief
Executive Officer.
Mr. de
Anquin also serves as our Corporate Secretary and sits on our Board since
September 9, 2008. He has also been the Executive Vice President and
President of World Wide Sales at Premier Power Renewable Energy, Inc., a
California corporation and our wholly owned subsidiary, since 2001. His
career includes positions such as Director of Marketing for Nordic Information
System and Next Information System. He was a Technology Advisor for GE and
IBM, and he developed the data security auditing system for Bank of
America. Mr. de Anquin holds a Masters in Business Administration from the
University of California at Davis and a Bachelor of Science degree in Computer
Science from the Universidad de Belgrano in Buenos Aires,
Argentina.
On May
17, 2010, we entered into an employment agreement with Mr. de Anquin to serve as
our Chief Operating Officer and Corporate Secretary, a copy of which was filed
with Amendment No. 1 to our Registration Statement on Form S-1 on May 28,
2010. Under this agreement, Mr. de Anquin’s total annual salary is
$180,000, and he is to receive additional compensation in the form of, and based
on, the following: (i) 0.5% of our annual EBITDA in excess of $200,000 if the
annual EBITDA margin is less than 5%, and (ii) 1.5% of our annual EBITDA in
excess of $200,000 if the annual EBITDA margin is greater than 5%, both forms of
additional compensation of which is due to Mr. de Anquin within 90 days of our
fiscal year-end and which payments will be accelerated in a year in which a
change of control of the Company occurs such that a portion of the payment
due for that year is due upon the change of control calculated as of the first
day of such year and through the date of the change of control. Mr. de
Anquin is entitled to a severance payment of $90,000 upon termination by the
Company without cause if such termination occurs between December 31, 2010 and
the expiration of the agreement, which is set at August 21,
2013. These terms continue to be in force for Mr. de Anquin’s
promotion from Chief Operating Officer to President.
Stephen
Clevett – Chief Operating Officer
Effective
February 7, 2011, the Board of Directors appointed Stephen Clevett, age 49, as
Chief Operating Officer, a promotion from his former position as Executive Vice
President of Utility Development and Investor Relations, a position he held
since August 28, 2008. Mr. Clevett replaces Mr. de Anquin in the role
of Chief Operating Officer.
Mr.
Clevett joined the Company in 2008. As our Executive Vice President, he
managed our utility-scale project development, project finance, and investor
relations activities. Prior to joining the Company, Mr. Clevett served as
President and Chief Executive Officer of the Optimira Energy Group, an energy
services company (ESCO), which he acquired from Duke Energy in 2006. Prior
to acquiring Optimira, Mr. Clevett was Senior Vice President and General Manager
of Noresco's Energy Infrastructure group. Prior to that, he held various
positions within the Bechtel Enterprises group of companies, including Director
of Corporate Development at U.S. Generating Company and President of EnergyWorks
North America. Mr. Clevett holds an MBA in Finance from Rutgers Graduate
School of Management and a Bachelor of Engineering from the Stevens Institute of
Technology.
On March
31, 2010, we entered into an amended employment agreement with Mr. Clevett while
he was our Executive Vice President. Under this agreement, Mr.
Clevett’s total annual salary is $160,000. For the 2009 fiscal year,
the agreement calls for a cash bonus of $20,000. For the 2010 fiscal
year, the agreements calls for a cash bonus of $20,000 if the Company
successfully completed a secondary public offering or alternative offering in an
amount of at least $8 million during the year. Terms for any bonuses
to be paid for years subsequent to 2010 are to be set forth in a separate
agreement. Mr. Clevett also receives commissions under this agreement
in the amount of $0.015 per each recognized U.S. dollar revenue for U.S.
projects over 1 megawatt in size that he participates in, and commissions in the
amount of $0.0075 per each recognized U.S. dollar revenue for U.S. projects less
than 1 megawatt in size that he participates in, but limited to $80,000 in
aggregate annual commissions. If Mr. Clevett meets the $80,000
aggregate annual commission limitation in a year, he will be eligible to receive
a grant of 20,000 shares of our common stock vesting over a 4-year period,
subject to approval by our Board. Pursuant to the agreement, he
received options to purchase 100,000 shares of our common stock vesting over 4
years and a stock award of 25,000 shares of common stock vesting over 3
years. The bonuses and commissions due to Mr. Clevett will be
accelerated upon a sale of at least 50% of the Company, a merger in which
the Company loses a controlling interest, or a sale of an amount of shares equal
to or in excess of 50% of the then-outstanding shares of common
stock. Mr. Clevett is entitled to a severance payment of $80,000 upon
termination by the Company without cause, plus bonuses for such applicable year
and all commissions earned through 6 months following the termination date, and
any unvested portions of granted options and stock awards shall immediately vest
upon such termination. The initial term of this agreement expired on
December 31, 2010 but automatically extended to a 1-year term and automatically
extends in 1-year terms unless and until either Mr. Clevett or the Company
provides 30 days’ written notice to the other party terminating the
agreement. These terms continue to be in force for Mr. Clevett’s
promotion from Executive Vice President to President.
Item 9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Exhibit Description
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10.1
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Employment
Agreement Amendment #1 between Premier Power Renewable Energy, Inc. and
Stephen H. Clevett, dated March 31, 2010
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99.1
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Press
Release, issued February 10,
2011
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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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PREMIER
POWER RENEWABLE ENERGY, INC.
(Registrant)
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Date:
February 11, 2011
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By:
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/s/
Dean Marks
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Dean
Marks
Chief
Executive Officer
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