UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Amendment No. 1
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013
Or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-35758
SolarCity Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 02-0781046 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
3055 Clearview Way
San Mateo, California 94402
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (650) 638-1028
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
| Common Stock, par value $0.0001 per share | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). Yes ¨ Nox
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K.¨
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):
| Large accelerated filer x | Accelerated filer ¨ | |||
| Non-accelerated filer ¨ | (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of June 28, 2013 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of voting stock held by non-affiliates of the registrant based on the closing price of $37.749 for shares of the registrant’s common stock as reported by the NASDAQ Global Market, was approximately $778.0 million.
On March 13, 2014, 91,503,673 shares of the registrant’s common stock, $0.0001 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the information called for by Part III of thisForm 10-K is hereby incorporated by reference from the definitive Proxy Statement for our annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 23, 2014.
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Item 15. | Exhibits and Financial Statement Schedules | 3 | ||||
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Explanatory Note
This Amendment No. 1 (“Amendment”) on Form 10-K/A amends the annual report on Form 10-K of SolarCity Corporation (the “Company”) for the period ended December 31, 2013, as filed with the Securities and Exchange Commission (the “Commission”) on March 18, 2014 (the “Form 10-K”).
This Amendment is an exhibit-only filing solely for the purpose of filing revised Exhibits 10.10e and 10.12a in connection with the conclusion of the confidential treatment process. No revisions are being made to the Company’s financial statements and this Amendment does not reflect events occurring after the filing of the Form 10-K, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-K.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
3. Exhibits
The exhibits listed in the accompanying “Index to Exhibits” are filed or incorporated by reference as part of this Amendment.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on September 4, 2014.
| SOLARCITY CORPORATION | ||
| By: | /s/ Lyndon R. Rive | |
| Lyndon R. Rive | ||
| Chief Executive Officer | ||
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Signature | Title | Date | ||
/s/ Lyndon R. Rive Lyndon R. Rive | Founder, Chief Executive Officer and Director (Principal Executive Officer) | September4, 2014 | ||
/s/ Brad Buss Brad Buss | Chief Financial Officer (Principal Accounting and Financial Officer) | September4, 2014 | ||
/s/ Peter J. Rive* Peter J. Rive | Founder, Chief Operations Officer, Chief Technology Officer and Director | September4, 2014 | ||
/s/ Elon Musk* Elon Musk | Chairman of the Board of Directors | September4, 2014 | ||
/s/ John H. N. Fisher* John H. N. Fisher | Director | September4, 2014 | ||
/s/ Antonio J. Gracias* Antonio J. Gracias | Director | September4, 2014 | ||
/s/ Donald R. Kendall, Jr.* Donald R. Kendall, Jr. | Director | September4, 2014 | ||
/s/ Nancy E. Pfund* Nancy E. Pfund | Director | September4, 2014 | ||
/s/ Jeffrey B. Straubel* Jeffrey B. Straubel | Director | September4, 2014 | ||
/s/ Bennet Van de Bunt* Bennet Van de Bunt | Director | September4, 2014 | ||
* By /s/ Lyndon R. Rive Lyndon R. Rive, Attorney-in-Fact | ||||
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EXHIBIT INDEX
Exhibit | Exhibit Description | Form | File No. | Incorporated by Reference | Exhibit Filing Date | |||||
| 2.1 | Asset Purchase Agreement, dated as of August 13, 2013, by and among the Registrant, Poppy Acquisition LLC, Paramount GR Holdings, LLC and Paramount Energy Solutions, LLC | 8-K | 001-35758 | 2.1 | August 19, 2013 | |||||
| 2.2 | Agreement and Plan of Merger, dated as of October 8, 2013, by and among the Registrant, Zoom Acquisition Corporation, Zoom Acquisition LLC, Zep Solar, Inc., Shareholder Representative Services LLC and U.S. Bank National Association, as Escrow Agent | 8-K | 001-35758 | 2.1 | October 10, 2013 | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant | 10-K | 001-35758 | 3.1 | March 27, 2013 | |||||
| 3.2 | Amended and Restated Bylaws of the Registrant | 10-K | 001-35758 | 3.2 | March 27, 2013 | |||||
| 4.1 | Form of Common Stock Certificate of the Registrant | S-1/A | 333-184317 | 4.1 | November 27, 2012 | |||||
| 4.2 | Form of Warrant | S-1 | 333-184317 | 4.2 | October 5, 2012 | |||||
| 4.3 | Seventh Amended and Restated Investor’s Rights Agreement by and among the Registrant and certain stockholders of the Registrant, dated February 24, 2012 | S-1 | 333-184317 | 4.4 | October 5, 2012 | |||||
| 4.4 | Indenture, dated as of October 21, 2013, by and between the Registrant and Wells Fargo Bank National Association, including the form of senior convertible notes contained therein | 8-K | 001-35758 | 4.1 | October 21, 2013 | |||||
| 10.1* | Form of Indemnification Agreement for directors and executive officers | S-1 | 333-184317 | 10.1 | October 5, 2012 | |||||
| 10.2* | 2007 Stock Plan and form of agreements used thereunder | S-1 | 333-184317 | 10.2 | October 5, 2012 | |||||
| 10.3* | 2012 Equity Incentive Plan and form of agreements used thereunder | S-1 | 333-184317 | 10.3 | October 5, 2012 | |||||
| 10.4* | 2012 Employee Stock Purchase Plan and form of agreements used thereunder | S-1 | 333-184317 | 10.4 | October 5, 2012 | |||||
| 10.5 | Office Lease Agreement, between Locon San Mateo, LLC and the Registrant, dated as of July 30, 2010 | S-1 | 333-184317 | 10.5 | October 5, 2012 | |||||
| 10.5a | First Amendment to Lease, between Locon San Mateo, LLC and the Registrant, dated as of November 15, 2010 | S-1 | 333-184317 | 10.5a | October 5, 2012 | |||||
| 10.5b | Second Amendment to Lease, between Locon San Mateo, LLC and the Registrant, dated as of March 31, 2011 | S-1 | 333-184317 | 10.5b | October 5, 2012 | |||||
| 10.9* | Offer Letter between the Registrant and Robert D. Kelly, dated October 6, 2011 | S-1 | 333-184317 | 10.9 | October 5, 2012 | |||||
| 10.10** | Credit Agreement among the Registrant, Bank of America, N.A. and other banks and financial institutions party thereto, dated as of September 10, 2012 | S-1 | 333-184317 | 10.10 | October 5, 2012 | |||||
| 10.10a | Amendment to Credit Agreement, dated as of October 12, 2012, among the Registrant, Bank of America, N.A., as Administrative Agent and the lenders party thereto | 8-K | 001-35758 | 10.10a | June 24, 2013 | |||||
| 10.10b | Amendment to Credit Agreement, dated as of November 9, 2012, among the Registrant, Bank of America, N.A., as Administrative Agent and the lenders party thereto | 8-K | 001-35758 | 10.10b | June 24, 2013 | |||||
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Exhibit | Exhibit Description | Form | File No. | Incorporated by Reference | Exhibit Filing Date | |||||
| 10.10c | Amendment to Credit Agreement, dated as of December 31, 2012, among the Registrant, Bank of America, N.A., as Administrative Agent and the lenders party thereto | 8-K | 001-35758 | 10.10c | June 24, 2013 | |||||
| 10.10d | Amendment Number One to Credit Agreement, dated as of June 18, 2013, among the Registrant, Bank of America, N.A., as Administrative Agent and the lenders party thereto | 8-K | 001-35758 | 10.10d | June 24, 2013 | |||||
| 10.10e** | Amended and Restated Credit Agreement among the Registrant, Bank of America, N.A. and other banks and financial institutions party thereto, dated as of November 1, 2013 | |||||||||
| 10.11** | Loan Agreement between City UB Solar, LLC (an indirect wholly owned subsidiary of the Registrant) and Union Bank, N.A., dated as of February 8, 2013 | 10-Q | 001-35758 | 10.11 | May 15, 2013 | |||||
| 10.12** | Loan Agreement among AU Solar 1, LLC (an indirect wholly owned subsidiary of the Registrant), as borrower, Credit Suisse Securities (USA) LLC, ING Capital LLC and Rabobank, N.A., as joint lead arrangers, Credit Suisse AG, Cayman Islands Branch, as collateral agent and administrative agent, and the lenders parties thereto, dated as of June 7, 2013 | 10-Q | 001-35758 | 10.12 | August 9, 2013 | |||||
| 10.12a** | Amendment No. 1 to Loan Agreement among AU Solar 1, LLC (an indirect wholly owned subsidiary of the Registrant), as borrower, Credit Suisse Securities (USA) LLC, ING Capital LLC and Rabobank, N.A., as joint lead arrangers, Credit Suisse AG, Cayman Islands Branch, as collateral agent and administrative agent, and the lenders parties thereto, dated as of December 6, 2013 | |||||||||
| 10.13* | Zep Solar, Inc. 2010 Equity Incentive Plan and form of agreements used thereunder | S-8 | 333-192996 | 4.5 | December 20, 2013 | |||||
| 21.1 | List of Subsidiaries | 10-K | 001-35758 | 21.1 | March 18, 2014 | |||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | 10-K | 001-35758 | 23.1 | March 18, 2014 | |||||
| 24.1 | Power of Attorney (contained in the signature page to this Annual Report on Form 10-K) | 10-K | 001-35758 | 24.1 | March 18, 2014 | |||||
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | 10-K | 001-35758 | 31.1 | March 18, 2014 | |||||
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | 10-K | 001-35758 | 31.2 | March 18, 2014 | |||||
| 32.1† | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 32.2† | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||
| * | Indicates a management contract or compensatory plan or arrangement. |
| ** | Registrant has omitted portions of the relevant exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. |
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| † | The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of SolarCity Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. |
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