Attached files
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| EX-99.1 - ACORN ENERGY, INC. | v176387_ex99-1.htm |
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) March 2,
2010
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 Road, Montchanin, Delaware
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19710
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-2 under the Exchange Act (17 CFR
240.14a-2)
¨ 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))
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On March
2, 2010, we entered into a definitive agreement pursuant to which our
wholly-owned Coreworx subsidiary would acquire all of the issued and outstanding
common stock of Decision Dynamics Technology Ltd., a Canadian
corporation (“Decision Dynamics”). Decision Dynamics, a TSX Venture
Exchange-traded company, is a leading provider of capital project controls and
cost management software for normal operations and capital projects in the
energy industry.
As
contemplated by the definitive agreement, Coreworx would acquire all of the
issued and outstanding securities of Decision Dynamics in consideration for
issuance of 1,000,000 shares of Acorn Energy common stock to the Decision
Dynamics shareholders. The acquisition is structured as a plan of
arrangement under the Canada Business Corporations Act and is subject to the
satisfaction of a number of closing conditions, including approval by the
holders of at least two-thirds of the outstanding common shares and options of
Decision Dynamics, each voting as a separate class, the approval of the Court of
Queen's Bench of Alberta and other regulatory approvals. The acquisition will be
submitted to Decision Dynamics’ shareholders and option holders for approval at
a special meeting which is expected to be held in April 2010. The Board of
Directors of Decision Dynamics has unanimously recommended that Decision
Dynamics’ shareholders and option holders vote in favor of the acquisition.
Irrevocable support agreements in favor of the transaction have been agreed to
by persons holding approximately 51% of the outstanding shares and 94% of the
outstanding stock options.
Of our
shares to be issued in the transaction, at least 340,000 are to be escrowed at
closing, with one-half to be released 90 days after the date of closing and the
balance to be released 180 days after the date of closing. We anticipate
that the shares that we issue to the Decision Dynamics shareholders will be
freely tradable under US federal securities laws.
Under the
agreement, Decision Dynamics agreed not to solicit any other sale, business
combination or similar transaction. The agreement provides that if Decision
Dynamics receives an unsolicited alternative proposal with a higher transaction
value from a third party and we fail to match such proposal, Decision Dynamics
may be permitted to agree to the third party proposal, subject to payment to us
of a break-up fee in the amount of C$250,000 plus our transaction
costs.
Subject
to obtaining the required approvals, the transaction is expected to close in
April 2010.
Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
On March
2, 2010, we issued a press release announcing our execution of an agreement to
acquire Decision Dynamics Technology Ltd. The press release is filed
as Exhibit 99.1 hereto.
Section 9 – Financial Statements and
Exhibits
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits
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99.1
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Press
Release dated March 2, 2010
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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 on this 4th day of March, 2010.
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ACORN
ENERGY, INC.
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By:
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/s/ Joe B. Cogdell, Jr.
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Name:
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Joe
B. Cogdell, Jr.
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Title:
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Vice
President, Secretary and General
Counsel
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