Attached files

file filename
EX-2.1 - EX-2.1 - Real Goods Solar, Inc.d594677dex21.htm

 

 

UNITED STATES

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

Date of Report (Date of Earliest Event Reported): August 8, 2013

 

 

REAL GOODS SOLAR, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Colorado   001-34044   26-1851813

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

833 W. South Boulder Road, Louisville, CO 80027-2452

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (303) 222-8400

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):

 

x 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))

 

 

 


EXPLANATORY NOTE

On August 9, 2013, Real Goods Solar, Inc. filed a Form 8-K (the “Original Form 8-K”) regarding its entry into an Agreement and Plan of Merger (the “Merger Agreement”) with Real Goods Mercury, Inc. and Mercury Energy, Inc. and attaching the Merger Agreement as Exhibit 2.1. This Form 8-K/A is being filed solely to correct a typographical error in Exhibit 2.1 to the Original Form 8-K. Exhibit 2.1 filed with this Form 8-K/A replaces Exhibit 2.1 to the Original Form 8-K in its entirety.

Item 1.01. Entry into a Material Definitive Agreement.

The disclosures set forth in Item 1.01 of the Original Form 8-K are incorporated into this Form 8-K/A by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description of Exhibit

  2.1*   Agreement and Plan of Merger, dated August 8, 2013, among Real Goods Solar, Inc., Real Goods Mercury, Inc. and Mercury Energy, Inc.
10.1**   Pre-Voting Agreement, dated August 8, 2013, among Mercury Energy, Inc., Real Goods Solar, Inc., Timothy Greener, Peter Kaufmann and Richard D. White
99.1**   Press Release, issued by Real Goods Solar, Inc. on August 9, 2013

 

* Filed herewith. This exhibit excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request by the Commission.
** Previously filed.


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.

 

REAL GOODS SOLAR, INC.
By:  

/s/ Anthony DiPaolo

 

Anthony DiPaolo

  Chief Financial Officer

Date: September 9, 2013


EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

  2.1*   Agreement and Plan of Merger, dated August 8, 2013, among Real Goods Solar, Inc., Real Goods Mercury, Inc. and Mercury Energy, Inc.
10.1**   Pre-Voting Agreement, dated August 8, 2013, among Mercury Energy, Inc., Real Goods Solar, Inc., Timothy Greener, Peter Kaufmann and Richard D. White
99.1**   Press Release, issued by Real Goods Solar, Inc. on August 9, 2013

 

* Filed herewith. This exhibit excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request by the Commission.
** Previously filed.