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): December 2, 2015
POWERSECURE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 1-12014 | 84-1169358 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S Employer Identification No.) | ||
| 1609 Heritage Commerce Court, Wake Forest, North Carolina | 27587 | |||
| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (919) 556-3056
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events |
On December 2, 2015, PowerSecure International, Inc., a Delaware corporation (the “Company”), announced that it acquired the energy services business of ESCO Energy Services Company, a Massachusetts corporation (“ESCO”), a private company based in Lenox, Massachusetts that provides lighting retrofit solutions which deliver energy savings for large energy services companies and commercial and industrial, institutional, utility and municipal customers across North America. ESCO provides full turnkey energy efficiency services including energy audits, engineering and design, materials procurement, project management, implementation and verification.
The Company paid approximately $1.8 million in total consideration, including cash and promissory notes. In addition, the Company will make earn-out payments to ESCO through 2018 for contracted sales by the newly acquired business that exceed certain contracted sales targets that would reflect meaningful growth.
The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release of PowerSecure International, Inc., issued December 2, 2015 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| POWERSECURE INTERNATIONAL, INC. | ||
| By: | /s/ Eric Dupont | |
| Eric Dupont | ||
| Executive Vice President and Chief Financial Officer | ||
Dated: December 2, 2015
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