Unassociated Document
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)
May 9, 2008
ACORN
ENERGY, INC.
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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0-19771
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22-2786081
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(State
or Other Jurisdiction
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(Commission
file Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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4
West
Rockland, Montchanin, Delaware 19710
(Address
of Principal Executive Offices) (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
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
May 9,
2008 (“Effective Date”), our subsidiary, CoaLogix, Inc., entered into a
strategic alliance and license agreement with Solucorp Industries, Ltd. pursuant
to which CoaLogix obtained exclusive, worldwide commercialization and marketing
rights to Solucorp’s IFS-2C technology for use in applications which remove
heavy metals, such as mercury, from power plants. The agreement has a term
of
ten years, with an option in favor of CoaLogix to renew for an additional
five-year period.
In
consideration for its rights under the agreement, CoaLogix paid an upfront
license fee of $2 million (“Upfront Fee”) and agreed to pay royalties on net
sales of, and to share a portion of any royalties received in respect of,
licensed product (“Royalties”). CoaLogix also agreed to source its supply of
licensed product from Solucorp (with no minimum purchase commitment) or,
under
certain circumstances, to compensate Solucorp for purchases of licensed product
by CoaLogix from lower cost suppliers. Royalty rates and compensation to
Solucorp in respect of supply of licensed product are based on formulae set
forth in the agreement. If, during a certain period of time after the Effective
Date, Coalogix does not earn minimum projected revenues from licensed products,
CoaLogix has agreed to pay Solucorp a specified amount, offset by the amount
of
any Royalties theretofore paid to Solucorp. Following the Effective Date,
CoaLogix prepaid a portion of the purchase price for an initial quantity
of
licensed product.
CoaLogix
has agreed to use commercially reasonable efforts to commercialize the licensed
technology in products and services to be offered to the worldwide power
generation industry, and has agreed to devote the necessary corporate resources
to provide related marketing, sales and other activities as it reasonably
determines up to an agreed upon amount. Under certain circumstances, CoaLogix
may be entitled to a refund of a portion of the Upfront Fee upon termination
of
the agreement by CoaLogix either for breach by Solucorp or for specified
non-breach reasons.
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 15th day of May 2008.
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ACORN
ENERGY,
INC. |
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By: |
/s/ Sheldon
Krause |
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Name:
Sheldon Krause
Title:
Secretary and General Counsel
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