Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 - World Energy Solutions, Inc. | c25257exv23w1.htm |
| EX-99.3 - EXHIBIT 99.3 - World Energy Solutions, Inc. | c25257exv99w3.htm |
| EX-99.2 - EXHIBIT 99.2 - World Energy Solutions, Inc. | c25257exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2011
World Energy Solutions, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34289 | 04-3474959 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 446 Main Street Worcester, Massachusetts |
01608 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (508) 459-8100
n/a
(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):
| 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)) |
The purpose of this report is to amend World Energy Solutions, Inc.’s (the “Company”)
Current Report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2011
(the “Initial Report”) which reported the Company’s acquisition of certain contracts owned by the
Co-eXprise, Inc. (“Co-eXprise”) pursuant to a Contract Purchase Agreement (the “Agreement”) between
the Company and Co-eXprise. This report amends the Initial Report so as to provide the information
under Items 9.01(a) and 9.01(b) of Form 8-K.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On September 13, 2011, the Company acquired all of the contracts and assumed certain
liabilities with respect to Co-eXprise’s energy procurement business. The Company paid $4.0
million in cash at closing, subject to certain escrowing provisions, as consideration in the
transaction. Co-eXprise, located in Wexford Pennsylvania, is a leading provider of enterprise
sourcing software solutions for discrete manufacturers, enabling companies to effectively manage
sourcing activities for direct material and complex indirect spend categories.
| ITEM 9.01. | FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS |
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Balance sheets of the Co-eXprise energy procurement business as of December 31, 2010 and
2009 (audited) and as of June 30, 2011 (unaudited) and the related statements of operations,
retained earnings (deficit) and cash flows for the years ended December 31, 2010 and 2009
(audited) and for the six months ended June 30, 2011 and 2010 (unaudited), with the report of
the independent registered public accounting firm thereon, are attached hereto as Exhibit 99.2
and are incorporated herein by reference.
(b) PRO FORMA FINANCIAL INFORMATION
Pro forma unaudited combined statements of income of the Company for the six months ended
June 30, 2011 and the year ended December 31, 2010, all giving pro forma effect to the
Company’s acquisition of the contracts of the Co-eXprise energy procurement business, are
attached hereto as Exhibit 99.3 and are incorporated herein by reference.
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(d) EXHIBITS
| 10.1 | Contract Purchase Agreement dated September 13, 2011 by and between the Company and
Co-eXprise, Inc. * |
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| 23.1 | Consent of Alpern Rosenthal. |
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| 99.1 | Press Release issued by the Company dated September 14, 2011. * |
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| 99.2 | Balance sheets of the Co-eXprise energy procurement business as of December
31, 2010 and 2009 (audited) and as of June 30, 2011 (unaudited) and the related
statements of operations, retained earnings (deficit) and cash flows for the years ended
December 31, 2010 and 2009 (audited) and for the six months ended June 30, 2011 and 2010
(unaudited), with the report of the independent registered public accounting firm
thereon. |
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| 99.3 | Unaudited pro forma combined balance sheet of the Company and the
Co-eXprise energy procurement business as of June 30, 2011 giving effect to the
acquisition of the contracts and assumed certain liabilities of the Co-eXprise energy
procurement business as if the transaction had occurred on June 30, 2011 and unaudited
pro forma combined statements of operations of the Company for the six months ended June
30, 2011 and the year ended December 31, 2010, all giving pro forma effect to the
Company’s acquisition of the contracts of the Co-eXprise energy procurement business as
if the transaction had occurred on January 1, 2010. |
| * | Previously filed with the Company’s 8-K on September 14, 2011. |
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SIGNATURE
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.
| World Energy Solutions, Inc. |
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| Dated: November 28, 2011 | By: | /s/ James Parslow | ||
| James Parslow | ||||
| Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit | Description | |||
| 23.1 | Consent of Alpern Rosenthal. |
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| 99.2 | Balance sheets of the Co-eXprise energy procurement business as of December 31, 2010 and 2009
(audited) and as of June 30, 2011 (unaudited) and the related statements of operations,
retained earnings (deficit) and cash flows for the years ended December 31, 2010 and 2009
(audited) and for the six months ended June 30, 2011 and 2010 (unaudited), with the report of
the independent registered public accounting firm thereon. |
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| 99.3 | Unaudited pro forma combined balance sheet of the Company and the Co-eXprise
energy procurement business as of June 30, 2011 giving effect to the acquisition of the
contracts and assumed certain liabilities of the Co-eXprise energy procurement business as if
the transaction had occurred on June 30, 2011 and unaudited pro forma combined statements of
operations of the Company for the six months ended June 30, 2011 and the year ended December
31, 2010, all giving pro forma effect to the Company’s acquisition of the contracts of the
Co-eXprise energy procurement business as if the transaction had occurred on January 1, 2010. |
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