UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
Under
THE SECURITIES ACT OF
1933
ACORN ENERGY, INC.
(Exact name of registrant as specified
in its charter)
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Delaware
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22-2786081
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(State or other
jurisdiction
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(IRS Employer
Identification
|
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of incorporation or
organization)
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Number)
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4 West Rockland Road
Montchanin,
Delaware 19710
(Address of Principal Executive Offices,
Zip Code)
AMENDED AND RESTATED 2006
STOCK INCENTIVE PLAN
(Full Title of Plan)
John A. Moore
President and Chief Executive
Officer
Acorn Energy, Inc.
4 West Rockland Road
Montchanin,
Delaware 19710
(302) 656-1707
(Name, address and telephone
number of agent for service)
With a copy to:
Sheldon Krause, Esq.
Eilenberg & Krause
LLP
11 East 44th Street
New York, New York
10017
(212) 986-9700
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
CALCULATION OF REGISTRATION
FEE
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Title of Securities to be registered
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Amount to be
registered (1)
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Proposed
maximum
offering
price per
share
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Proposed
maximum
aggregate
offering
price
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Amount of
registration
fee
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||||||||||||
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Common Stock, par value $0.01 per
share
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1,000,000
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(2)
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$
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4.505
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(3)
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$
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4,505,000
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$
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322
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|||||||
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Total
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1,000,000
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$
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4,505,000
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$
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322
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|||||||||||
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(1)
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This Registration Statement shall
also cover any additional shares of Common Stock which become issuable
under the Registrant’s Amended and Restated 2006 Stock Incentive Plan or
Amended and Restated 2006 Stock Option Plan For Non-Employee Directors by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of outstanding
shares of the Registrant's Common
Stock.
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(2)
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Shares of Common Stock that may be
issued pursuant to the exercise of options or other equity-based awards
that may hereafter be granted under the Registrant’s Amended and Restated
2006 Stock Incentive Plan.
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(3)
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Based on the average of the high
and low price of the Registrant’s Common Stock on September 14, 2010 as
reported on the Nasdaq Stock Market, used solely for the purpose of
calculating the registration fee pursuant to Rules 457(h) and (c) under
the Securities Act of 1933.
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As permitted by Rule 429 of the
Securities Act of 1933, the prospectus contained in this registration statement
shall serve as a combined prospectus that also relates to the registrant’s
registration statements on Form S-8 Nos. 33-88422, 333-82416, 333-82418,
33-99196, 333-158287 and 333-140539.
EXPLANATORY NOTE
This Registration Statement registers
shares of our common stock that may be issued pursuant to the exercise of
options or other equity-based awards granted under our company’s Amended and
Restated 2006 Stock Incentive Plan.
As permitted by General Instruction E to
Form S-8, this Registration Statement incorporates by reference the contents of
our company’s previously filed Registration Statements on Form S-8, Registration
Nos. 333-140539 and 333-15828, which registered 400,000 shares and 265,000
shares, respectively, of our common stock that may be issued pursuant the
exercise of options or other equity-based awards granted under the Amended and
Restated 2006 Stock Incentive Plan.
This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
PROSPECTUS
1,310,166 SHARES OF COMMON
STOCK
ACORN ENERGY, INC.
This prospectus relates to the offer and
sale from time to time of up to 1,310,166 shares of our common stock by the
selling security holders named in this prospectus. These shares
include shares issuable upon the exercise of non-plan options, options under the
1991 Stock Option Plan, options under the 1994 Stock Incentive Plan, options
under the 1994 Stock Option Plan for Outside Directors, options under the 1995
Stock Option Plan for Nonmanagement Employees, options under the Amended and
Restated 2006 Stock Option Plan for Non-Employee Directors and options or
pursuant to other stock-based awards under the Amended and Restated 2006 Stock
Incentive Plan, all previously granted to the selling security
holders.
Our common stock trades on the Nasdaq
Global Market under the symbol “ACFN.” On September 14, 2010, the
closing sale price of the common stock was $4.50 per share.
Investing in our securities involves
certain risks. You should consider the “Risk Factors” beginning on
page 5 in deciding whether to buy any shares of our common
stock.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is September
16, 2010
TABLE OF CONTENTS
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SPECIAL NOTE REGARDING FORWARD
LOOKING STATEMENTS
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3
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RISK
FACTORS
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3
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USE OF
PROCEEDS
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3
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SELLING SECURITY
HOLDERS
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4
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PLAN OF
DISTRIBUTION
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7
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LEGAL
MATTERS
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8
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EXPERTS
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8
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INFORMATION INCORPORATED BY
REFERENCE
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8
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WHERE YOU CAN FIND MORE
INFORMATION
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9
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The terms “ACFN,” the “Company,” “we,”
“our” and “us” refer to Acorn Energy, Inc. and its subsidiaries unless the
context suggests otherwise. The term “you” refers to a prospective
purchaser of our common stock.
2
SPECIAL NOTE REGARDING FORWARD LOOKING
STATEMENTS
Certain statements contained in, or
incorporated by reference in, this prospectus are forward-looking in
nature. These statements can be identified by the use of
forward-looking terminology such as “believes,” “expects,” “may,” “will,”
“should,” or “anticipates,” or the negatives thereof or comparable terminology,
or by discussions of strategy. You are cautioned that our business
and operations are subject to a variety of risks and uncertainties and,
consequently, our actual results may materially differ from those projected by
any forward-looking statements. Certain of these risks and
uncertainties are discussed below under the heading “Risk
Factors.” We make no commitment to revise or update any
forward-looking statements in order to reflect events or circumstances after the
date any such statement is made.
RISK FACTORS
The information contained in Part I,
Item 1A. Risk Factors, of our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009 is incorporated herein by reference.
USE OF PROCEEDS
We will not receive any proceeds form
the sale of the shares by the selling security holders. We will
receive proceeds upon exercise of the options by the selling security holders.
All proceeds received by us through option exercises will be used for working
capital.
3
SELLING SECURITY
HOLDERS
The selling security holders may sell up
to 1,310,166 shares of our common stock pursuant to this
prospectus. These shares include shares issuable upon the exercise of
non-plan options, options under the 1991 Stock Option Plan, options under the
1994 Stock Incentive Plan, options under the 1994 Stock Option Plan for Outside
Directors, options under the 1995 Stock Option Plan for Nonmanagement Employees,
options under the Amended and Restated 2006 Stock Option Plan for Non-Employee
Directors and options or pursuant to other stock-based awards under the Amended
and Restated 2006 Stock Incentive Plan, all previously granted to the selling
security holders listed below. As permitted by Form S-8, as further
selling security holders become known to the Company they will be added by
prospectus supplement(s) pursuant to Rule 424(b) under the Securities Act of
1933.
The table below (1) identifies each
selling security holder, (2) shows the number of shares beneficially owned by
selling security holder prior to the offering, (3) shows the number of shares
that the selling security holder may sell in this offering pursuant to this
prospectus, and (4) shows the number and percentage of shares that the selling
security holder will beneficially own upon completion of the
offering.
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Selling Security Holder
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No. of Shares
Beneficially
Owned Before
Offering (1)
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No. of
Shares Being
Offered (1)
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No. of Shares
Beneficially
Owned Upon
Completion
of Offering
(1)
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Percentage of
Shares
Beneficially
Owned After
Completion
of Offering(2)
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John A.
Moore
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1,367,411 | (3 | ) | 685,000 | 682,411 |
4.4%
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Michael
Barth
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135,434 | (4 | ) | 121,000 | 14,434 |
*
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Joe. B. Cogdell,
Jr.
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129,000 | (5 | ) | 120,000 | 9,000 |
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*
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George
Morgenstern
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348,861 | (6 | ) | 247,500 | 101,361 |
*
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Richard
Giacco
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85,000 | (7 | ) | 65,000 | 20,000 |
*
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Joseph
Musanti
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59,200 | (8 | ) | 55,000 | 4,200 |
*
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Richard
Rimer
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155,000 | (9 | ) | 115,000 | 40,000 |
*
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Samuel
Zentman
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121,621 | (10 | ) | 87,500 | 34,121 |
*
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Steven
Ledger
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75,000 | (11 | ) | 25,000 | 50,000 |
*
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Benny Sela
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20,000 | (12 | ) | 20,000 | 0 |
—
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_______________________
* Less than 1%
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(1)
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Beneficial ownership is determined
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
except that all shares underlying issued options are shown as beneficially
owned whether or not such options or warranted are vested or vest within
sixty (60) days of the date of this prospectus. The number of
shares being offered includes shares underlying options that
have not yet vested as of the date of this
prospectus.
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(2)
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Based upon 15,642,844 shares
outstanding on August 24,
2010.
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(3)
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Mr. Moore is President and Chief
Executive Officer, and a member of the board of directors of the
Company. The number of shares shown as beneficially owned
before offering include 667,411 shares in addition to the 685,000 shares
being offered hereby which are issuable upon the exercise of options
(which includes 87,500 shares underlying options that have not yet
vested). The shares being offered by Mr. Moore consist of (i)
shares issuable upon the exercise of an option to purchase 410,000 shares
exercisable through March 31, 2011, (ii) shares issuable upon the exercise
of an option to purchase 200,000 shares exercisable through March 4, 2018
(of which options to purchase 87,500 shares have not yet vested) and (iii)
shares issuable upon the exercise of an option to purchase 75,000 shares
exercisable through February 20,
2014.
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4
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(4)
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Mr. Barth is the Chief Financial
Officer of both the Company and its majority-owned subsidiary DSIT
Solutions Ltd. The number of shares shown as beneficially owned
before offering include 12,789 shares and 1,645 shares issuable upon the
exercise of warrants in addition to the 121,000 shares being offered
hereby which are issuable upon the exercise of options (which includes
10,000 shares underlying options that have not yet vested). The
shares being offered by Mr. Barth consist of (i) shares issuable upon the
exercise of an option to purchase 56,000 shares exercisable through July
31, 2011, (ii) shares issuable upon the exercise of an option to purchase
30,000 shares exercisable through September 19, 2014 (of which options to
purchase 10,000 shares have not yet vested) and (iii) shares issuable upon
the exercise of an option to purchase 35,000 shares exercisable through
February 20, 2014.
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(5)
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Mr. Cogdell is Vice President,
General Counsel and Secretary of the Company. The number of
shares shown as beneficially owned before offering include 9,000 shares
and 120,000 shares issuable upon the exercise of options (which includes
75,000 shares underlying options that have not yet vested). The
shares being offered by Mr. Cogdell consist of shares issuable upon the
exercise of an option to purchase 120,000 shares exercisable through
January 5, 2019 (of which options to purchase 75,000 shares have not yet
vested).
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(6)
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Mr. Morgenstern is the Chairman of
the board of directors of the Company. The number of shares
shown as beneficially owned before offering include 51,922 shares
owned by Mr. Morgenstern and 49,439 shares owned by Mr. Morgenstern’s wife
in addition to the 247,500 shares being offered hereby which are issuable
upon the exercise of options (which includes 10,000 shares underlying
options that have not yet vested). The shares being offered by
Mr. Morgenstern consist of (i) shares issuable upon the exercise of an
option to purchase 200,000 shares exercisable through September 30, 2012,
(ii) shares issuable upon the exercise of an option to purchase 7,500
shares exercisable through October 3, 2013, (iii) shares issuable upon the
exercise of an option to purchase 10,000 shares exercisable through
December 5, 2014, (iv) shares issuable upon the exercise of an option to
purchase 10,000 shares exercisable through November 3, 2015, (v) shares
issuable upon the exercise of an option to purchase 10,000 shares
exercisable through August 4, 2016 and (vi) shares issuable upon the
exercise of an option to purchase 10,000 shares exercisable through June
10, 2017 (of which options to purchase 10,000 shares have not yet
vested).
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(7)
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Mr. Giacco is a member of the
board of directors of the Company. The number of shares shown
as beneficially owned before offering include 20,000 shares in addition to
the 65,000 shares being offered hereby which are issuable upon the
exercise of options (which includes 10,000 shares underlying options that
have not yet vested). The shares being offered by Mr. Giacco
consist of (i) shares issuable upon the exercise of an option to purchase
25,000 shares exercisable through October 3, 2013, (ii) shares issuable
upon the exercise of an option to purchase 10,000 shares exercisable
through December 5, 2014 and (iii) shares issuable upon the exercise of an
option to purchase 10,000 shares exercisable through November 3, 2015,
(iv) shares issuable upon the exercise of an option to purchase 10 ,000
shares exercisable through August 4, 2016 and (v) shares issuable upon the
exercise of an option to purchase 10,000 shares exercisable through June
10, 2017 (of which 10,000 shares have not yet
vested).
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(8)
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Mr. Musanti is a member of the
board of directors of the Company. The number of shares shown
as beneficially owned before offering include 4,200 shares and 55,000
shares being offered hereby which are issuable upon the exercise of
options (which includes 18,334 shares underlying options that have not yet
vested). The shares being offered by Mr. Musanti consist of (i)
shares issuable upon the exercise of an option to purchase 25,000 shares
exercisable through October 4, 2014 (of which 8,334 shares have not yet
vested) , (ii) shares issuable upon the exercise of an option to purchase
10,000 shares exercisable through November 3, 2015, (iii) shares issuable
upon the exercise of an option to purchase 10 ,000 shares exercisable
through August 4, 2016 and (iv) shares issuable upon the exercise of an
option to purchase 10,000 shares exercisable through June 10, 2017 (of
which 10,000 shares have not yet
vested).
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5
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(9)
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Mr. Rimer is a member of the board
of directors of the Company. The number of shares shown as
beneficially owned before offering include 40,000 shares in addition to
the 115,000 shares being offered hereby which are issuable upon the
exercise of options (which includes 10,000 shares underlying options that
have not yet vested). The shares being offered by Mr. Rimer
consist of (i) shares issuable upon the exercise of an option to purchase
25,000 shares exercisable though October 3, 2013, (ii) shares issuable
upon the exercise of an option to purchase 50,000 shares exercisable
through November 30, 2013, (iii) shares issuable upon the exercise of an
option to purchase 10,000 shares exercisable through December 5, 2014 and
(iv) shares issuable upon the exercise of an option to purchase 10,000
shares exercisable through November 3, 2015, (v) shares issuable upon the
exercise of an option to purchase 10 ,000 shares exercisable through
August 4, 2016 and (vi) shares issuable upon the exercise of an option to
purchase 10,000 shares exercisable through June 10, 2017 (of which 10,000
shares have not yet vested).
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(10)
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Dr. Zentman is a member of the
board of directors of the Company. The number of shares shown
as beneficially owned before offering include 34,121 shares and 87,500
shares being offered hereby which are issuable upon the exercise of
options (which includes 10,000 shares underlying options that have not yet
vested). The shares being offered by Dr. Zentman consist of (i)
shares issuable upon the exercise of an option to purchase 7,500 shares
exercisable through October 3, 2013, (ii) shares issuable upon the
exercise of an option to purchase 25,000 shares exercisable through March
30, 2011, (iii) shares issuable upon the exercise of an option to purchase
25,000 shares exercisable through November 30, 2013, (iv) shares issuable
upon the exercise of an option to purchase 10,000 shares exercisable
through December 5, 2014, (v) shares issuable upon the exercise of an
option to purchase 10,000 shares exercisable through August 4, 2016 and
(vi) shares issuable upon the exercise of an option to purchase 10,000
shares exercisable through June 10, 2017 (of which 10,000 shares have not
yet vested).
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(11)
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Mr. Ledger is a member of the
board of directors of the Company. The number of shares shown
as beneficially owned before offering include 50,000 shares and 25,000
shares being offered hereby which are issuable upon the exercise of
options (which includes 25,000 shares underlying options that have not yet
vested). The shares being offered by Mr. Ledger consist of
shares issuable upon the exercise of an option to purchase 25,000 shares
exercisable through June 10, 2017 (of which 25,000 shares have not yet
vested).
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(12)
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Mr. Sela is CEO of the Company’s
majority-owned subsidiary, DSIT Solutions Ltd. The number of
shares shown as beneficially owned before offering include are the 20,000
shares being offered hereby which are issuable upon the exercise of
options. The shares being offered by Mr. Sela consist of shares
issuable upon the exercise of an option to purchase 20,000 shares
exercisable through February 12,
2011.
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6
PLAN OF DISTRIBUTION
On and after the date of this
prospectus, the selling security holders may, from time to time, sell any or all
of their shares of common stock on any stock exchange, market or trading
facility on which shares of our common stock are traded or in private
transactions. These sales may be at fixed or negotiated prices. The
selling security holders may use any one or more of the following methods when
selling shares:
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·
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ordinary brokerage transactions
and transactions in which the broker-dealer solicits a
purchaser;
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·
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block trades in which the
broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the
transaction;
|
|
|
·
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purchases by a broker-dealer as
principal and resale by the broker-dealer for its
account;
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|
|
·
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an exchange distribution in
accordance with the rules of the applicable
exchange;
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·
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privately negotiated
transactions;
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·
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short
sales;
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·
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broker-dealers may agree with the
selling security holders to sell a specified number of such shares at a
stipulated price per share;
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·
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a combination of any such methods
of sale; and
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|
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·
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any other method permitted
pursuant to applicable law.
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The selling security
holders may also sell shares under Rule 144 under the Securities Act, if
available, rather than under this prospectus.
Broker-dealers engaged by the selling
security holders may arrange for other brokers-dealers to participate in
sales. Broker-dealers may receive commissions or discounts from the
selling security holders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
selling security holders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved.
The selling security holders and any
broker-dealers or agents that are involved in selling the shares of our common
stock may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales. In such event, any commissions received by
such broker-dealers or agents and any profit on the resale of the shares of our
common stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The selling security holders have
informed us that it does not have any agreement or understanding, directly or
indirectly, with any person to distribute our common stock.
The selling security holders may from
time to time pledge or grant a security interest in some or all of the shares of
common stock owned by them and, if they default in the performance of the their
secured obligations, the pledgees or secured parties may offer and sell the
shares of common stock from time to time under this prospectus, or under an
amendment to this prospectus under Rule 424(b) or other applicable provision in
or under the Securities Act of 1933 amending the list of selling security
holders to include the pledgee, transferee or other successors in interest as
selling stockholders under this prospectus.
The selling security holders and any
other person participating in the sale of common stock will be subject to the
Securities Exchange Act of 1934. The Securities Exchange Act of 1934
rules include, without limitation, Regulation M, which may limit the timing of
purchases and sales of any of the common stock by the selling security holders
and any other such person. In addition, Regulation M may restrict the
ability of any person engaged in the distribution of the common stock and the
ability of any person or entity to engage in the market-making activities with
respect to the common stock.
We have agreed to pay substantially all
expense incidental to the registration, offering and sale of the common stock
offered pursuant to this prospectus to the public, other than commissions, fees
and discounts of underwriters, brokers, dealers and
agents.
7
LEGAL MATTERS
The validity of the shares of Common
Stock which may be offered pursuant to this prospectus has been passed upon by
Eilenberg & Krause LLP, counsel to the Company.
EXPERTS
The
financial statements incorporated in this Prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 2009 of Acorn Energy, Inc.
have been so incorporated in reliance on the report of Kesselman &
Kesselman, a member of PricewaterhouseCoopers International Limited, an
independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting. The
financial statements of Decision Dynamics Technology Ltd. incorporated in this
prospectus by reference to Amendment No. 1 on Form 8-K/A filed on July 15, 2010
to our Current Report on Form 8-K ("Amendment No. 1") have been so incorporated
in reliance on the report of KPMG LLP, independent registered public accounting
firm, included in Amendment No. 1, and upon the authority of said firm as
experts in accounting and auditing.
INFORMATION INCORPORATED BY
REFERENCE
The SEC allows us to
“incorporate by reference” into this prospectus the information we have filed
with the SEC. This means that we can disclose important information by referring
you to those documents. All documents that we subsequently file with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of this offering, will be deemed to be incorporated by reference
into this prospectus and to be a part hereof from the date of filing of such
documents. Unless expressly
incorporated into this prospectus, a Current Report (or portion thereof)
furnished, but not filed, on Form 8-K shall not be incorporated by reference
into this prospectus. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this prospectus shall be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
We incorporate by reference the
following documents that we have filed with the SEC and any filings that we will
make with the SEC in the future under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until this offering is terminated:
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·
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2009 filed on
March 22, 2010;
|
|
·
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Current
Report on Form 8-K filed on February 24, 2010 (except as to Item 7.01
thereof which is not incorporated by reference
herein)
|
|
·
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Current
Report on Form 8-K filed on March 4, 2010 (except as to Item 7.01 thereof
which is not incorporated by reference
herein);
|
|
·
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Current
Report on Form 8-K filed on March 9,
2010;
|
|
·
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Current
Report on Form 8-K filed on April 9,
2010;
|
|
·
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Current
Report on Form 8-K filed on May 4, 2010 (except as to Item 7.01 thereof
which is not incorporated by reference herein) and amended on Form 8-K/A
filed on May 5, 2010 and amended on Form 8-K/A filed on July 15,
2010;
|
|
·
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Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2010 filed on
May 13, 2010;
|
|
·
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Current
Report on Form 8-K filed on May 13, 2010 (except as to Item 7.01 thereof
which is not incorporated by reference herein) and amended on Form 8-K/A
filed on June 17, 2010;
|
|
·
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Current
Report on Form 8-K filed on June 16,
2010;
|
|
·
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Current
Report on Form 8-K filed July 27,
2010;
|
|
·
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Current
Report on Form 8-K filed July 30, 2010 and amended on Form 8-K/A filed on
July 30, 2010;
|
8
|
·
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Current
Report on Form 8-K filed August 12,
2010;
|
|
·
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Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2010 filed on
August 12, 2010;
|
|
·
|
The
description of our Common Stock contained in our Form 8-A filed December
13, 2007; and
|
|
·
|
All
documents filed by us with the SEC pursuant to the Exchange Act after the
date of the initial filing of the registration statement of which this
prospectus is a part and prior to the effectiveness
thereof.
|
Copies of
these filings are available free of charge by writing to Acorn Energy, Inc., 4
West Rockland Road, Montchanin, Delaware 19710, Attention: Joe B. Cogdell, Jr.,
Secretary, or by telephoning us at (302) 656-1707. We will also provide to each
person, including any beneficial owner, to whom a prospectus is delivered, a
copy of any or all of the information that has been incorporated by reference in
the prospectus but not delivered with the prospectus. See “Where You Can Find
More Information.”
Any
statement made in this prospectus concerning the contents of any contract,
agreement or other document is only a summary of the actual document. You may
obtain a copy of any document summarized in this prospectus at no cost by
writing to or telephoning us at the address and telephone number given above.
Each statement regarding a contract, agreement or other document is qualified in
its entirety by reference to the actual document.
WHERE YOU CAN FIND MORE
INFORMATION
We are subject to the informational
requirements of the Securities Exchange Act of 1934. Accordingly, we
file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document that we
file with the SEC at the SEC’s public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Our SEC filings are
also available to you free of charge at the SEC’s web site at
http://www.sec.gov.
You can read and print press releases,
financial statements, our most recent annual and quarterly reports and
additional information about us, free of charge, at our web site
at http://www.acornenergy.com .
This prospectus is a part of a
registration statement on Form S-8 filed by us with the SEC under the Securities
Act of 1933. This prospectus does not contain all of the information
set forth in the registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. For further
information with respect to us and the shares of our common stock offered
hereby, please refer to the registration statement. The registration
statement may be inspected at the public reference facilities maintained by the
SEC at the addresses set forth above. Statements in this prospectus
about any document filed as an exhibit are not necessarily complete and, in each
instance, you should refer to the copy of such document filed with the SEC. Each
such statement is qualified in its entirety by such
reference.
9
Item 8.
Exhibits.
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Exhibit No.
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4.1
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Certificate
of Incorporation of the Registrant, with amendments thereto (incorporated
herein by reference to Exhibit 3.1 to the Registrant’s Registration
Statement on Form S 1 (File No. 33- 70482).
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4.2
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Certificate
of Ownership and Merger dated September 15, 2006 effecting the name change
to Acorn Factor, Inc. (incorporated herein by reference to Exhibit 3.1 to
the Registrant’s Current Report on Form 8-K filed September 21,
2006)
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4.3
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Certificate
of Ownership and Merger dated December 21, 2007 effecting the name change
to Acorn Energy, Inc. (incorporated herein by reference to Exhibit 3.1 to
the Registrant’s Current Report on Form 8-K filed January 3,
2008).
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4.4
|
Certificate
of Amendment to the Certificate of Incorporation, filed with the Secretary
of State of the State of Delaware on June 15, 2010 (incorporated herein by
reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
filed June 16, 2010).
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4.5
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By-laws of the Registrant
(incorporated herein by reference to Exhibit 3.2 to the Registrant’s
Registration Statement on Form S-1; File No.
33-44027).
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4.6
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Amendment to the By-laws of the
Registrant (incorporated herein by reference to Exhibit 3.3 to the
Registrant’s Current Report on Form 8-K dated January 10,
1995)
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4.7
|
Amended and Restated 2006 Stock
Option Plan For Non-Employee Directors (incorporated herein by reference
to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule
14A filed on October 8, 2008)
|
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4.8
|
Acorn Energy 2006 Stock Incentive
Plan (as amended and restated effective June 10, 2010) (incorporated
herein by reference to the Registrant’s Definitive Proxy Statement on
Schedule 14A filed on April 28, 2010)
|
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5.1
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Opinion of Eilenberg & Krause
LLP.*
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23.1
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Consent of Kesselman &
Kesselman.*
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23.2
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Consent of
KPMG.*
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23.3
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Consent of Eilenberg & Krause
LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the
signature page to this registration
statement).
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___________
*Filed herewith
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds
to believe it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Montchanin, Delaware, on this 16th
day of September, 2010.
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ACORN ENERGY,
INC.
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|
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By:
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/s/ John A.
Moore
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John A.
Moore
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|
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Chairman of the Board, President
and Chief Executive
Officer
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POWER OF ATTORNEY
Each person whose signature appears
below hereby constitutes and appoints John A. Moore as his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, to
sign on his behalf, individually and in each capacity stated below, all
amendments and post-effective amendments to this Registration Statement on Form
S-8 and to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, granting unto each such attorney-in-fact and agent full
power and authority to do an perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming each act that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities indicated on September 16,
2010.
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Signature
|
Title
|
||
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/s/ John A.
Moore
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Chairman of the Board, President
and Chief
|
||
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John A.
Moore
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Executive Officer (Principal
Executive Officer)
|
||
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/s/ Michael
Barth
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Chief Financial Officer (Principal
Financial Officer
|
||
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Michael
Barth
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and Principal Accounting
Officer)
|
||
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/s/ George
Morgenstern
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Director
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||
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George
Morgenstern
|
|||
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/s/ Richard
Rimer
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Director
|
||
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Richard
Rimer
|
|||
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/s/ Richard
J. Giacco
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Director
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||
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Richard J.
Giacco
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|||
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/s/ Samuel
Zentman
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Director
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||
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Samuel
Zentman
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|||
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Director
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|||
| Joseph Musanti | |||
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|
Director
|
||
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Steven
Ledger
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|||