Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1 ON
FORM
8-K/A TO
CURRENT
REPORT
ON
FORM 8-K
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported)
August 13, 2008
ACORN
ENERGY, INC.
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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0-19771
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22-2786081
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(State
or Other Jurisdiction
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(Commission
file Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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4
West Rockland Road, Montchanin, Delaware
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19710
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (302)
656-1707
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-2 under the Exchange Act (17 CFR
240.14a-2)
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))
Explanatory
Note:
On
August
15, 2008, Acorn Energy, Inc. (the “Company”) filed a Current Report on Form 8-K
under “Item 1.01— Entry into a Material Definitive Agreement” in connection with
the completion of the acquisition (the “Acquisition”) of Coreworx, Inc.
(“Coreworx”). Following the Acquisition, Coreworx management completed a
reconciliation of Coreworx’s financial statements from Canadian GAAP to US GAAP.
As a result of that reconciliation, the Company has determined that “Item 2.01—
Completion of Acquisition or Disposition of Assets” is applicable to the
reporting of the Acquisition and that audited historical financial statements
for Coreworx and pro forma combined financial statements are required to be
filed. Accordingly, the Company’s Current Report on 8-K filed on August 15, 2008
is hereby amended and restated in its entirety.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
On
August
13, 2008, the Company entered into and closed an agreement for the acquisition
of all of the outstanding capital stock of Coreworx. Coreworx is headquartered
in Kitchener, Ontario, Canada, and is engaged in the design and delivery of
project collaboration solutions for large capital projects. In
consideration for the Coreworx shares, the Company issued 287,500 shares of
its
Common Stock. Under the share purchase agreement, a portion of these shares
will
be held in escrow until one year after the closing.
Prior
to
the purchase of the Coreworx shares, the Company contributed to the capital
of
Coreworx $2,500,000 in cash and $3,400,000 aggregate principal amount of its
8%
one-year promissory notes. The cash and notes were delivered by Coreworx to
the
holders of Coreworx’s debentures in full payment and satisfaction of all
principal and accrued interest outstanding on such debentures.
Prior
to
and in contemplation of the completion of the Acquisition, the Company loaned
$1,500,000 to Coreworx.
As
a
result of the transaction, Coreworx is a wholly-owned subsidiary of the Company
and will be presented as the Company’s Energy Infrastructure Software segment.
In connection with the Acquisition, the Company agreed to implement an option
plan for Coreworx employees for up to 20% of the outstanding Coreworx shares.
The Coreworx management team will continue in their current positions.
Item
9.01. Financial
Statements and Exhibits.
(a) Financial
Statements of Business Acquired.
This
Form
8-K/A amends the Form 8-K filed on August 15, 2008 reporting the Acquisition
by
the Company of all of the issued and outstanding capital stock of Coreworx,
Inc.
The
following financial statements are included in this report:
| (i) |
audited
financial statements of Coreworx, Inc. as of December 31, 2007 and
the related consolidated statements of operations and deficit, and
consolidated statement of cash flows for the year then ended and
notes
thereto; and
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| (ii) |
unaudited
financial statements of Coreworx, Inc. as of June 30, 2008 and 2007
and
the related consolidated statements of operations and deficit, and
consolidated statement of cash flows for the six-month periods then
ended
and notes thereto.
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(b)
Pro Forma Financial Information
The
unaudited pro forma balance sheet as of June 30, 2008 included in this
Report assumes that the Acquisition occurred on June 30, 2008. The
unaudited condensed consolidated pro forma statements of operations of the
Company for the 12 months ended December 31, 2007 and for the six months ended
June 30, 2008 included in this Report assume the Acquisition occurred on January
1, 2007.
The
unaudited pro forma condensed consolidated financial statements presented herein
are based on the historical financial statements of the Company included with
the Company’s Annual Report on Form 10-K for the year ended
December 31, 2007 and the Company’s Quarterly Report on Form 10-Q
for the six months ended June 30, 2008 as filed with the Securities
and Exchange Commission and should be read in conjunction therewith. In the
opinion of management, all adjustments have been made that are necessary to
present fairly the pro forma data.
Such
statements are presented for illustrative purposes only and are not necessarily
indicative of the operating results that would have been achieved if the
acquisition of Coreworx had occurred on the dates specified, nor are they
indicative of the Company’s future operating results.
(d) Exhibits
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Exhibits
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Description
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4.1
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Form
of Repayment Note issued to Coreworx debenture holders
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10.1
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Securities
Purchase Agreement dated as of August 13, 2008, by and among Coreworx
Inc., the debenture holders of Coreworx, the shareholders of Coreworx
and
Acorn Energy, Inc.
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99.1
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Financial
Statements of Business Acquired
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99.2
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Pro
Forma Financial Information
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99.3
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Consent
of Deloitte & Touche LLP
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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 on this 28th
day of
October, 2008.
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ACORN
ENERGY, INC.
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By: |
/s/
Michael Barth
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Name:
Michael Barth
Title:
Chief Financial Officer
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