Attached files
| file | filename |
|---|---|
| EX-10.4 - ECOTALITY, INC. | v207676_ex10-4.htm |
| EX-10.3 - ECOTALITY, INC. | v207676_ex10-3.htm |
| EX-10.2 - ECOTALITY, INC. | v207676_ex10-2.htm |
| EX-99.1 - ECOTALITY, INC. | v207676_ex99-1.htm |
| EX-10.5 - ECOTALITY, INC. | v207676_ex10-5.htm |
| EX-10.1 - ECOTALITY, INC. | v207676_ex10-1.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): January 10, 2011
ECOTALITY,
INC.
(Exact
name of Registrant as specified in its charter)
|
Nevada
|
000-50983
|
68-0515422
|
|
(State
of Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
Four
Embarcadero, Suite 3720
|
|
|
San
Francisco, California
|
94111
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (415) 992-3000
(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 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Private
Placement Agreements
Securities
Purchase Agreement and Warrant
On
January 10, 2011, Ecotality, Inc., a Nevada corporation (the “Company”), entered
into a Securities Purchase Agreement with ABB Technology Ventures Ltd. (the
“Investor”) pursuant to which the Investor agreed to purchase shares of the
Company’s common stock, par value $0.001 per share (“Common Stock”) for an
aggregate purchase price of $10,000,000. The per share purchase price
will be equal to 110% of the 10-day volume weighted average price of the Common
Stock over the ten day period ending on the trading date prior to the closing
date (the “Per Share Purchase Price”). The Per Share Purchase Price
is subject to a collar such that the Per Share Purchase Price will not be less
than $3.62 nor greater than $3.84. The parties expect the closing to
occur three business days following the signing of the Securities Purchase
Agreement.
Pursuant
to the Securities Purchase Agreement, the Investor will also receive a five-year
warrant to purchase a number of shares of Common Stock equal to 40% of total
number of shares of Common Stock purchased at the closing. The
exercise price of the Warrant will initially be equal to 135% of the Per Share
Purchase Price. The Company may not effect any exercise of the Warrant in
an amount that would result in the Investor or its affiliates beneficially
owning more than 19.99% of the outstanding Common Stock upon such an
exercise.
The
descriptions of the terms and conditions of the Securities Purchase Agreement and Warrant are qualified in their entirety by the
full text of such documents, each of which is attached hereto as an
Exhibit.
The
securities offered and described above have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The issuance of the
securities in the transaction described above will be effected without
registration under the Securities Act in reliance on Section 4(2) thereof or
Rule 506 of Regulation D thereunder based on the status of
the Investor as an accredited investor as defined under the Securities Act,
and such transaction will be effected without using any form of general
advertising or general solicitation as such terms are used in Regulation
D.
Strategic
Relationship Agreements
Collaboration
and Strategic Supplier Relationship Framework Agreement
On
January 10, 2011, the Company entered into a Collaboration and Strategic
Supplier Relationship Framework Agreement (the “Framework Agreement”) with ABB
Inc., an affiliate of the Investor. The Framework Agreement sets
forth the general terms for the collaboration and strategic supplier
relationship that ABB Inc. and the Company have agreed to implement between
themselves and their affiliated companies.
Collaboration
and Strategic Supplier Relationship for NAM Agreement
On
January 10, 2011, the Company entered into the “Collaboration and Strategic
Supplier Relationship for NAM” Agreement (the “NAM Agreement”) with ABB
Inc. The NAM Agreement sets forth the terms of the supplier
relationship between the Company and ABB Inc. with respect to the North American
market. The NAM Agreement provides that the ABB Inc. and its
affiliates will collaborate with the Company and its affiliates to further the
development, expansion, and acceptance of market-leading battery charging
solutions that incorporate, use or rely on the Company’s technology and/or that
provide the networking functionality that the Company and its affiliates
have designed and operate, associated with its “BLINK” trademark.
Amendment
to Master Overhead Joint Venture Agreement
On
January 10, 2011, the Company entered into an Amendment to Master Overhead Joint
Venture Agreement (the “Amendment”) with Shenzhen Goch Investment Ltd.
(“SGI”). The Amendment modifies certain provisions of the Master
Overhead Joint Venture Agreement entered into on September 15, 2009 between
the Company and SGI to accommodate the transactions with the Investor and ABB
Inc. described above.
The
descriptions of the terms and conditions of the Framework Agreement, the NAM
Agreement and the Amendment are qualified in their entirety by the full text of
such documents, each of which is attached hereto as an Exhibit.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The
disclosure in Item 1.01 is incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
Exhibit
Number
|
Name and/or Identification of Exhibit
|
|
|
10.1
|
Securities
Purchase Agreement
|
|
|
10.2
|
Form
of Warrant
|
|
|
10.3
|
Collaboration
and Strategic Supplier Relationship Framework Agreement
|
|
|
10.4
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“Collaboration
and Strategic Supplier Relationship For NAM” Agreement
|
|
|
10.5
|
Amendment
to Master Overhead Joint Venture Agreement
|
|
|
99.1
|
Press
Release
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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.
ECOTALITY,
INC.
(Registrant)
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Signature
|
Title
|
Date
|
||
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/s/ Jonathan R. Read
|
President
and CEO
|
January
10, 2011
|
||
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Jonathan
R. Read
|
||||
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/s/ H. Ravi Brar
|
Chief
Financial Officer
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January
10, 2011
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||
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H.
Ravi Brar
|