UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
c/o McCalmont Engineering
2959 Winchester Blvd, #200A
Campbell, CA 95008
(408) 608-0419
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 75601N104 |
1 | NAMES OF REPORTING PERSONS DARLENE J. McCALMONT | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(1) | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
U.S.A. | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 shares | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,609,447 shares | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 shares | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
1,609,447 shares | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,609,447 shares | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
9.987% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
Page 2 of 8
CUSIP No. | 75601N104 |
1 | NAMES OF REPORTING PERSONS D. THOMPSON McCALMONT | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)(1) | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
U.S.A. | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 shares | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 1,609,447 shares | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 shares | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
1,609,447 shares | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,609,447 shares | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
9.987% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
Page 3 of 8
Item 1. | Security and Issuer. |
Item 2. | Identity and Background. |
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 4. | Purpose of Transaction. |
Page 4 of 8
Item 5. | Interest in Securities of the Issuer. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Page 5 of 8
Item 7. | Material to be Filed as Exhibits. |
Exhibit No. | Description | |||
1 | Agreement and Plan of Merger (the “Merger Agreement”), entered into as of October 15, 2008, by and among Darlene J. McCalmont, D. Thompson McCalmont, Regrid Power, Inc. and Real Goods Solar, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Issuer filed on October 21, 2008). | |||
2 | Employment letter agreement entered into as of October 15, 2008, by and between D. Thompson McCalmont and Real Goods Solar, Inc. (incorporated by reference to Exhibit 2 to the Schedule 13D filed by Darlene J. McCalmont and D. Thompson McCalmont on October 27, 2008) | |||
3 | Joint Filing Agreement dated October 25, 2008 (incorporated by reference to Exhibit 3 to the Schedule 13D filed by Darlene J. McCalmont and D. Thompson McCalmont on October 27, 2008). | |||
4 | Schedule of sales of the Issuer’s Class A Common Stock by the Reporting Persons during the 60-day period preceding the date hereof. |
Page 6 of 8
/s/ Darlene J. McCalmont | ||||
Darlene J. McCalmont | ||||
/s/ D. Thompson McCalmont | ||||
D. Thompson McCalmont |
Page 7 of 8
Exhibit No. | Description | |||
1 | Agreement and Plan of Merger (the “Merger Agreement”), entered into as of October 15, 2008, by and among Darlene J. McCalmont, D. Thompson McCalmont, Regrid Power, Inc. and Real Goods Solar, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of the Issuer filed on October 21, 2008). | |||
2 | Employment letter agreement entered into as of October 15, 2008, by and between D. Thompson McCalmont and Real Goods Solar, Inc. (incorporated by reference to Exhibit 2 to the Schedule 13D filed by Darlene J. McCalmont and D. Thompson McCalmont on October 27, 2008) | |||
3 | Joint Filing Agreement dated October 25, 2008 (incorporated by reference to Exhibit 3 to the Schedule 13D filed by Darlene J. McCalmont and D. Thompson McCalmont on October 27, 2008). | |||
4 | Schedule of sales of the Issuer’s Class A Common Stock by the Reporting Persons during the 60-day period preceding the date hereof. |
Page 8 of 8