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) May 2, 2012
LIGHTING SCIENCE GROUP CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-20354 | | 23-2596710 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
Building 2A, 1227 South Patrick Drive, Satellite Beach, Florida 32937
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (321) 779-5520
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On May 2, 2012, Lighting Science Group Corporation (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) with Mr. Leon Wagner, pursuant to which the Company issued 2,000 units (the “Series G Units”) of the Company’s securities to Mr. Wagner at a price per Series G Unit of $1,000.00 (the “Series G Offering”) and total consideration of $2,000,000. Each Series G Unit consists of: (i) one share of the Company’s Series G Preferred Stock (the “Series G Preferred Stock”) and (ii) 83 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
Pursuant to the Subscription Agreement, if, at any time while Mr. Wagner holds any shares of Series G Preferred Stock purchased pursuant to the Subscription Agreement, the Company issues securities (other than pursuant to the Company’s equity-based compensation plans) that result in gross proceeds to the Company of at least $50,000,000 (a “Subsequent Transaction”), the Company must notify Mr. Wagner of the terms and conditions of such Subsequent Transaction. Simultaneous with, and subject to the closing of, such Subsequent Transaction, Mr. Wagner would have the right to: (i) require the Company to use the proceeds of such Subsequent Transaction to redeem all of Mr. Wagner’s Series G Preferred Stock or (ii) convert all or a portion of Mr. Wagner’s Series G Preferred Stock into the securities issued in the Subsequent Transaction on substantially the same terms and conditions governing the Subsequent Transaction. If Mr. Wagner elects to convert his shares of Series G Preferred Stock, he would retain all of the shares of Common Stock issued in conjunction with each converted share of Series G Preferred Stock.
In addition, if, at any time prior to November 17, 2013, the Company issues securities (other than issuances pursuant to the Company’s equity-based compensation plans or pursuant to a Subsequent Transaction) which PCA LSG Holdings, LLC (“PCA”), in its sole reasonable discretion, determines are more favorable than the Series G Units, Mr. Wagner may exchange all of his Series G Units, valued at the Liquidation Value (as defined in the Certificate of Designation concerning the Series G Preferred Stock) of the Series G Preferred Stock included in such Series G Units, for such newly issued securities.
Mr. Wagner is a member of the Company’s board of directors. The Company’s Committee of Independent Directors, which is comprised entirely of independent directors, approved the Series G Offering.
The foregoing description of the Subscription Agreement is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.
The Company issued the shares of Series G Preferred Stock and Common Stock to Mr. Wagner pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and the safe harbors for sales provided by Regulation D promulgated thereunder.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The information in the Exhibit Index of this Current Report is incorporated into this Item 9.01(d) by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | LIGHTING SCIENCE GROUP CORPORATION |
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| Date: May 7, 2012 | | | | By: | | /s/ Gregory T. Kaiser |
| | | | Name: Gregory T. Kaiser |
| | | | Title: Chief Financial Officer |
EXHIBIT INDEX
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Number | | Description of Exhibit |
| |
| 10.1 | | Series G Unit Subscription Agreement, dated as of May 2, 2012, by and between Lighting Science Group Corporation and Mr. Leon Wagner. |
