_____________________________________________________________
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
June 12, 1998
(Date of Report)
ONSITE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 1-12738 33-0576371
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
701 Palomar Airport Road, Suite 200, Carlsbad, California 92009
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 760-931-2400
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Item 5. OTHER EVENTS.
On June 12, 1998, Onsite Energy Corporation, a Delaware corporation
("Onsite"), executed an Agreement of Purchase and Sale of Stock (the "Stock
Purchase Agreement") to acquire 100% of the issued and outstanding stock of
Lighting Technology Services, Inc., a California corporation ("LTS"),
effective as of April 1, 1998.
In exchange for all of the LTS outstanding stock, Russell William
Royal ("Royal") and Keith Aldrich ("Aldrich"), the sole shareholders of LTS
(the "LTS Shareholders"), received an aggregate of Six Hundred Ninety
Thousand (690,000) shares of Onsite's Class A Common Stock, par value
$0.001 per share, Three Hundred Thousand Dollars ($300,000) in cash and two
promissory notes in the amount of One Hundred Thousand Dollars ($100,000)
each, payable by July 12, 1998. The LTS Shareholders may also receive a
one-time earn-out payment in 1999, payable in either stock or cash at
Onsite's sole discretion, to be based upon the actual earnings contribution
of LTS from April 1, 1998 through March 31, 1999. As a result of the
purchase, LTS is now a wholly-owned subsidiary of Onsite.
The LTS Shareholders now beneficially own approximately 4.3% of the
outstanding common stock of Onsite. The Class A Common Stock issued to the
LTS Shareholders is not registered under the Securities Act of 1933, as
amended.
In connection with the Stock Purchase Agreement, Royal and Aldrich
have executed Employment Agreements with Onsite to provide exclusive
services to LTS until March 31, 2000. Royal will serve as the President
and Chief Operating Officer of LTS, and Aldrich will serve as the Vice
President and Responsible Managing Officer. Richard Sperberg, Onsite's
Chief Executive Officer, will serve as the Chairman and Chief Executive
Officer of LTS.
Pursuant to the Stock Purchase Agreement, each of Royal and Aldrich
shall continue to be a director of LTS until March 31, 1999, or until he is
no longer employed by LTS, whichever is earlier. Richard Sperberg, Frank
Mazanec and Audrey Nelson Stubenberg, all Onsite officers, will also serve
on LTS' Board of Directors.
LTS is a Santa Ana, California, based lighting services company. It
will continue to pursue independent lighting services opportunities in
commercial, industrial and educational markets, while providing lighting
subcontractor services to energy services companies, including Onsite.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
(1) Financial statements of LTS will be filed by amendment
within 60 days.
b. EXHIBITS.
2.3 Copy of the Stock Purchase Agreement
10.93 Copy of Royal Employment Agreement
10.94 Copy of Aldrich Employment Agreement
SIGNATURE
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.
Dated: June 24, 1998
ONSITE ENERGY CORPORATION
By: RICHARD T. SPERBERG
_______________________
Richard T. Sperberg
President