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): June 20, 2016
SolarCity Corporation
(Exact name of registrant as specified in its charter)
Delaware | | 001-35758 | | 02-0781046 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
3055 Clearview Way
San Mateo, California 94402
(Address of principal executive offices, including zip code)
(650) 638-1028
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On June 20, 2016, Tesla Motors, Inc. (“Tesla Motors”) delivered a proposal to the Board of Directors of SolarCity Corporation (“SolarCity” or the “Company”) outlining a potential acquisition of SolarCity by Tesla Motors. Subject to completing due diligence and other customary conditions, Tesla Motors has proposed to acquire SolarCity for an exchange ratio of 0.122x to 0.131x for each outstanding share of SolarCity common stock. The Tesla Motors proposal is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The Company intends to carefully evaluate the proposal.
On June 21, 2016, Lyndon Rive, co-founder and Chief Executive Officer of SolarCity, sent a message to SolarCity’s employees discussing the proposal. Mr. Rive’s email to employees is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. | | Description |
99.1 | | Tesla Motors Proposal Letter |
99.2 | | Lyndon Rive Email to Employees, dated June 21, 2016 |
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.
| | | SolarCity Corporation |
| | | |
| | | By: | | /s/ Lyndon Rive |
| | | | | Lyndon Rive |
Date: June 21, 2016 | | | | | Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | | Description |
99.1 | | Tesla Motors Proposal Letter |
99.2 | | Lyndon Rive Email to Employees, dated June 21, 2016 |
