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
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Date of Report |
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(Date of earliest event reported):
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July 15, 2008 |
ORION ENERGY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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| Wisconsin
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01-33887
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39-1847269 |
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| (State or other
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(Commission File
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(IRS Employer |
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Number)
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Identification No.) |
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1204 Pilgrim Road, Plymouth, Wisconsin 53073
(Address of principal executive offices, including zip code)
(920) 892-9340
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition.
On July 15, 2008, Orion Energy Systems, Inc. (the “Company”) issued a press release
announcing, among other things, expected revenues for its fiscal 2009 first quarter ended June 30,
2008. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated into this Item 2.02 by reference.
The information set forth under “Item 2.02. Results of Operations and Financial Condition,”
including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly set forth by specific reference in
such filing.
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Effective July 15, 2008, Dan Waibel was appointed President of the Orion Asset Management
Division and, as described below, has been replaced as Chief Financial Officer, principal financial
officer and principal accounting officer of the Company.
(c) Effective July 15, 2008, Scott Jensen was appointed to the positions of Chief Financial
Officer and Treasurer.
In such roles, Mr. Jensen, age 41, will serve as the Company’s principal financial officer and
principal accounting officer. Mr. Jensen has served as the Company’s Controller and Vice President
of Corporate Finance since 2007. Previously, Mr. Jensen held the position of Director of Finance
from 2004 to 2007. Prior to that, Mr. Jensen was the Manager of Financial Planning and Analysis at
the Mirro Co. (a division of Newell Rubbermaid), a housewares manufacturer, from 2002 to 2004.
The Company has not entered into or materially amended the terms of any compensation
arrangements with Mr. Jensen, and will separately disclose any such arrangements when and if
finalized.
Item 7.01. Regulation FD Disclosure.
On July 15, 2008, the Company issued a press release announcing, among other things, updated
annual revenue guidance for fiscal year 2009. A copy of the press release is furnished herewith as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by
reference.
The information set forth under “Item 7.01. Regulation FD Disclosure,” including the Exhibit
attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference in such filing.
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