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): January 31st, 2008
ECOTALITY, INC.
(Exact name of Registrant as specified in charter)
Nevada | | 000-50983 | | 68-0515422 |
(State of Other Jurisdiction | | (Commission | | (IRS Employer |
of Incorporation) | | File Number) | | Identification No.) |
| | | | |
6821 E. Thomas Road | | |
Scottsdale, Arizona | | 85251 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (480) 219-5005
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On November 6, 2007, the registrant signed a stock purchase agreement with two non-affiliated individuals whereby the registrant purchased all of the issued and outstanding capital stock of The Clarity Group, as well as its affiliated company Electric Transportation Engineering Corporation (both of which are collectively referred to as “eTec”). eTec provides technical support and field services for all aspects of electric vehicle infrastructure. eTec will operate as the registrant’s subsidiary and there will be no changes to the company’s management team.
The aggregate purchase price for the outstanding capital stock of eTec is $3,000,000 in cash and 6,500,000 shares of our common stock (the “Shares”). Of the $3,000,000 in cash to be paid to eTec, $2,500,000 was due upon closing of the stock purchase agreement and $500,000 to be paid in 10 equal monthly instalments, beginning December 1, 2007. The 6,500,000 shares to be issued in the following manner: 3,250,000 upon the close of the stock purchase agreement and 3,250,000 to be issued on the first anniversary of the closing of the stock purchase agreement, which date shall be November 6, 2008.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number | |
Name and/or Identification of Exhibit
|
99.1 | | Financial statements of business acquired: The Clarity Group & Affiliate Financial Statements 2005 & 2006 |
99.2 | | Pro-forma Financial Statements for the years 2005, 2006 & nine months ended September, 2007 |
| | Signatures |
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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.
ECOTALITY, INC.
(Registrant)
Signature | | Title | | Date |
| | | | |
/s/ Jonathan R. Read | | President and CEO | | January 31, 2008 |
Jonathan R. Read | | | | |
| | | | |
/s/ Harold Sciotto | | Secretary | | January 31, 2008 |
Harold Sciotto | | | | |
| | | | |
/s/ Barry S. Baer | | Chief Financial Officer | | January 31, 2008 |
Barry S. Baer | | | | |
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INDEX TO FINANCIAL STATEMENTS
The Clarity Group, Inc. and Affiliate — Fiscal Years Ended December 31, 2006 and 2005 (Audited)
Independent Auditors’ Report
Consolidated Balance Sheets
Consolidated Statements of Income and Returned Earnings
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Ecotality & Subs. — Unaudited Pro Forma Financial Information
For the year ended December 31, 2005
For the year ended December 31, 2006
For the nine months ended September 30, 2007
Notes to Pro-forma Financial Statements
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