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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): November 3, 2014
SOLAR3D, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-49805 01-0592299
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(State or other jurisdiction of (Commission File Number) IRS Employer
incorporation or organization) Identification No.)
26 West Mission Avenue #8
Santa Barbara, CA 93101
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(Address of Principal Executive Offices) (Zip Code)
(805) 690-9000
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(Registrant's telephone number, including area code)
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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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Effective November 3, 2014, Solar3D, Inc. (the "Company") entered into
an asset purchase agreement (the "APA") with MD Energy, LLC, a Nevada limited
liability company (`MDE") and the members of MDE who hold 100% of the
outstanding membership interests. MDE is engaged in energy, infrastructure,
electrical and building construction. The parties anticipate that the
acquisition will close in February 2015, subject to the satisfaction of all
closing conditions.
Pursuant to the terms of the APA, the Company will acquire tangible and
intangible assets of MDE, including cash and cash and cash equivalents. The
Company will assume certain liabilities under contracts of MDE that are assumed
by the Company at closing, to the extent the liabilities arise after the closing
of the acquisition (the "Closing"). The purchase price of $3,800,000 will
comprise of $1,000,000 in cash payable at the Closing and the issuance of a
convertible promissory note in the principal amount of $2,800,000 (the "Note").
The cash payment is subject to adjustment based upon the working capital of MDE
at the Closing.
The APA contemplates that the Company will enter into employment
agreements with the members of MDE, who will also agree to covenants not to
compete during the term of their employments or any other position held with the
Company.
The foregoing description is a summary only, does not purport to set
forth the complete terms of the APA, the Note or any other related ancillary
documents which are exhibits to the APA, and is qualified in its entirety by
reference to the APA filed as an exhibit to this Current Report.
The Company issued a press release with respect to the foregoing, a
copy of which is included as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
Exhibit Number Description
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99.1 Press Release issued November 6, 2014
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 thereunto duly authorized.
SOLAR3D, INC.
Date: November 6, 2014 By: /s/ James B. Nelson
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Name: James B. Nelson
Title: Chief Executive Officer
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