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EX-99.1 - EX-99.1 - POWERSECURE INTERNATIONAL, INC.d543425dex991.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): May 23, 2013

 

 

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 May 23, 2013, PowerSecure International, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it has gained 100 percent ownership of its solar business with the purchase of the final 10 percent ownership stake from Southern Energy Management and also has gained 100 percent ownership of its IES LED lighting business with the purchase of the final 33 percent ownership interest from IES. In addition, PowerSecure has acquired Powerline EHV & Safety Training, LLC, a leader in utility infrastructure safety training. The Company completed these three transactions for approximately $1.3 million in cash and approximately $3.0 million in shares of its Common Stock, par value $.01 per share, for a total aggregate purchase price valued at approximately $4.3 million.

The press release filed herewith as Exhibit 99.1 contains forward-looking statements relating to the Company’s future performance made within the meaning of and pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. A more thorough discussion of certain risks, uncertainties and other factors that may affect the Company is included in the Company’s most recent Annual Report on Form 10-K and in subsequent reports, including the Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, that the Company files or furnishes with the Securities and Exchange Commission.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

  99.1 Press Release of PowerSecure International, Inc., issued May 23, 2013, announcing acquisitions

 

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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/ Christopher T. Hutter

  Christopher T. Hutter
  Executive Vice President and Chief Financial Officer

Dated: May 23, 2013

 

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