Unassociated Document
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) July 22,
2010
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-2 under the Exchange Act (17 CFR
240.14a-2)
¨ 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.
On July 22, 2010, the subsidiaries of
CoaLogix Inc. (“CoaLogix”), CoaLogix Solutions Inc., CoaLogix Tech LLC,
SCR-Tech, LLC, CoaLogix Technology Holdings Inc. and Metallifix LLC (the
“CoaLogix Subsidiaries”), entered into an Amended and Restated Loan and Security
Agreement (the “Loan Agreement”) with Square 1 Bank (the “Bank”) which amended
and restated that certain Loan and Security Agreement entered into by and among
CoaLogix, the CoaLogix Subsidiaries and the Bank dated October 22,
2008. CoaLogix is a majority-owned subsidiary of Acorn
Energy, Inc. Under the Loan Agreement, the Bank has agreed to provide
the CoaLogix Subsidiaries with a $4,000,000 formula based line of credit, a
$1,000,000 non-formula line of credit and a $1,000,000 non-formula line of
credit to be used for only letters of credit, all of which mature on June 30,
2011. Advances under the formula line of credit may not exceed 80% of
the eligible receivables of the CoaLogix Subsidiaries. Interest of
the greater of 1.50% above the Bank’s prime rate or 5.50% is due monthly on the
formula line of credit. Interest of the greater of 2.00% above the
Bank’s prime rate or 6.00% will be due monthly for the non-formula line of
credit and the non-formula line of credit to be used only for letters of
credit. All balances of principal and unpaid interest will be due at
maturity, and with respect to the non-formula line of credit to be used only for
letters of credit in accordance with the Bank’s standard terms for letters of
credit. The loans are secured by all assets of the
CoaLogix Subsidiaries other than intellectual
property. Under the Loan Agreement, CoaLogix Subsidiaries must comply
with financial and other covenants. The loans will be used for
working capital and growth purposes. CoaLogix has entered into an
Unconditional Guaranty in favor of the Bank pursuant to which it has guaranteed
the obligations of the CoaLogix Subsidiaries under the Loan
Agreement.
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 hereunto
duly authorized on this 26th day of July, 2010.
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ACORN
ENERGY, INC.
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By:
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/s/ Joe B. Cogdell, Jr.
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Name:
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Joe B. Cogdell, Jr. |
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Title:
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Vice President, General Counsel and Secretary |
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