SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2011
ORION ENERGY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
|(State or other
2210 Woodland Drive, Manitowoc, WI 54220
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(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 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
||Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
(a) Not applicable.
(b) On June 3, 2011, Michael W. Harris provided notice to Orion Energy Systems, Inc. (the
Company) that he was resigning as the Companys Chief Financial Officer for private,
family-related reasons, effective immediately.
(c) Scott R. Jensen, who had been serving as the Companys Chief Accounting Officer and
Treasurer, was appointed to the position of Chief Financial Officer effective as of June 3, 2011.
He also retained the position of Treasurer. Richard Gaumer, the Companys Executive Vice President
of Operations, assumed the additional role of Chief Accounting Officer.
Prior to his appointment as Chief Financial Officer, Mr. Jensen, age 44, had served as Chief
Accounting Officer of the Company since April 2011. He has been the Companys Treasurer since July
2008. He also previously served as Chief Financial Officer of the Company from July 2008 until
April 2011, as Controller and Vice President of Corporate Finance from 2007 until 2008 and as
Director of Finance from 2004 to 2007. From 2002 to 2004, Mr. Jensen was the manager of financial
planning and analysis at the Mirro Co. (a division of Newell Rubbermaid). Mr. Jensen is a certified
Mr. Gaumer, age 58, has served as the Companys Executive Vice President of Operations in
February 2011. Prior to joining the Company as its Executive Vice President of Operations, Mr.
Gaumer had been an independent consultant to the Company since June 2010 and had served as a
tenured professor of accounting and leadership at Lakeland College, a liberal arts college in
Sheboygan, Wisconsin, since 1999. At Lakeland College, Mr. Gaumer oversaw technical research in
the areas of Sarbanes-Oxley Act of 2002 compliance and Lean Accounting best practices. Mr. Gaumer
also jointly served as an adjunct professor for the University of Wisconsin Milwaukee and
University of Wisconsin Green Bay, teaching graduate-level courses on financial decision making.
Prior to his positions in academia and as an independent consultant, Mr. Gaumer held various
financial executive positions including Chief Financial Officer at Strategic Data Systems, a
provider of information technology services, and Divisional Controller at Illinois Tool Works Inc.,
a multinational manufacturer of a diversified range of industrial products and equipment. He began
his career at Kohler Co., a diversified manufacturer of plumbing products, furniture, engines and
generators, with responsibilities in corporate taxation, internal controls and divisional
controller. Mr. Gaumer is a certified public accountant.
With the significant financial and accounting expertise and experience of Messrs. Jensen and
Gaumer, the Company does not intend to add any additional senior personnel to its