UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 6, 2015
EnerNOC, Inc.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-33471 | | 87-0698303 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| One Marina Park Drive, Suite 400, Boston, Massachusetts | | 02210 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (617) 224-9900
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ¨ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition. |
On August 6, 2015, EnerNOC, Inc. (the “Company”) announced its financial results for the quarter ended June 30, 2015. The full text of the press release issued in connection with the announcement is attached asExhibit 99.1 to this Current Report onForm 8-K.
The information in this Current Report on Form 8-K and inExhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On August 6, 2015, the Board of Directors of the Company approved a new share repurchase program, effective upon the expiration of the Company’s current repurchase program on August 8, 2015, that will enable the Company to repurchase up to $50 million of the Company’s common stock over the next twelve months. The Company is not obligated to acquire any specific amount of common stock within any particular timeframe as a result of its new share repurchase program. Repurchases under the Company’s new share repurchase program are expected to be made periodically on the open market as market and business conditions warrant, or under a Rule 10b5-1 plan.
Upon it becoming effective, this new share repurchase plan would replace the Company’s existing open market share repurchase program aimed at enabling the Company to repurchase up to $50 million of its outstanding common stock. There was approximately $20 million outstanding on the Company’s existing share repurchase program as of June 30, 2015.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release issued by the Company on August 6, 2015. |
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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.
| | | | | | |
| | | | ENERNOC, INC. |
| | | |
| Date: August 6, 2015 | | | | By: | | /s/ Neil Moses |
| | | | Name: | | Neil Moses |
| | | | Title: | | Chief Operating Officer & Chief Financial Officer |
| | | | | | (Principal Financial and Accounting Officer) |
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EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release issued by the Company on August 6, 2015. |
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