UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2014
SOLAR3D, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
000-49805 01-0592299
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(Commission File Number) (I.R.S. Employer Identification No.)
26 WEST MISSION AVENUE, SUITE 8, SANTA BARBARA, CALIFORNIA 93101
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(Address of principal executive offices) (Zip Code)
(805) 690-9000
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
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.
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
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ITEM 5.02. DEPARTURE OF DIRECTORS AND CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
GENERAL. Mr. Abe Emard resigned as a director of Solar3D, Inc., a
Delaware corporation (the "Company"), effective on July 21, 2014, and the
Company accepted Mr. Emard's resignation. Mr. Emard resigned voluntarily for
personal reasons.
On July 21, 2014, Mr. Emil Beitpolous and Mr. Mark Richardson were
appointed as directors of the Company. Mr. Beitpolous is currently the president
of Solar United Network, Inc., a California corporation and a wholly owned
subsidiary of the Company ("SUN"). Mr. Richardson is currently counsel to the
Company.
COMPENSATION ARRANGEMENTS. There have been no changes to Mr.
Beitpolous' compensation or to Mr. Richardson's compensation as a result of
their appointments as directors of the Company.
BIOGRAPHICAL INFORMATION. A comprehensive description of the experience
and qualifications of Mr. Emil Beitpolous and Mr. Mark Richardson are included
in the following paragraphs:
EMIL BEITPOLOUS, age 36, has been the president of SUN since February
2011. From October 2009 until joining SUN in 2011, Mr. Beitpolous worked for
Emard Electric, Inc. as its general superintendent where he was responsible for
all solar field crews of up to 25 employees, project management of all
commercial projects, recruitment of all field employees of the company's solar
division, project budgeting and forecasting, and strategy for all field
operations. From 2007 to September 2009, he was the solar superintendent of
Rayco Electric, Inc. where he was responsible for all aspects of photovoltaic
installation and performing quality inspections on system drawing and installed
systems. Mr. Beitpolous holds a General Builders license with the California
State License Board, as well as a DIR state certified Journeyman license. He is
also a certified installer of AEE Solar, Deck Monitoring, PV Powered, Solectria
Renewables, and SMA, as well as other photovoltaic equipment manufacturers.
MARK J. RICHARDSON, age 61, has been a securities lawyer since he
graduated from the University of Michigan Law School in 1978. He practiced as an
associate and partner in large law firms until 1993, when he established his own
practice under the name Richardson & Associates. He has been the principal
securities counsel on a variety of equity and debt placements for corporations,
partnerships, and real estate companies. His practice includes public and
private offerings, venture capital placements, debt restructuring, compliance
with federal and state securities laws, representation of publicly traded
companies, Nasdaq and FINRA filings, corporate law, partnerships, joint
ventures, mergers, asset acquisitions, and stock purchase agreements. As a
partner in a major international law firm in the 1980's, Mr. Richardson
participated in the leveraged buyout and recapitalization of a well known
producer of animated programming for children, financed by Prudential Insurance
and Bear Stearns, Inc. He was also instrumental in restructuring the public
debentures of a real estate company without resorting to a bankruptcy
proceeding. From 1986 to 1993 Mr. Richardson was a contributing author to State
Limited Partnerships Laws - California Practice Guide, Prentice Hall Law and
Business. Prior to receiving his juris doctor degree cum laude from the
University of Michigan Law School in 1978, Mr. Richardson received a bachelor of
science degree summa cum laude in Resource Economics from the University of
Michigan School of Natural Resources in 1975, where he earned the Bankstrom
Prize for academic excellence and achieved Phi Beta Kappa honors. Mr. Richardson
is an active member of the Los Angeles County and California State Bar
Associations, including the Section on Corporations, Business and Finance and
the Section on Real Estate. Richardson & Associates is outside corporate legal
counsel for the Company and certain of its affiliates. He was previously a
director of the Company from October 2008 to February 2014.
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SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
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(d) Exhibits
99.1 Resignation Notice from Abe Emard, dated July 21, 2014.
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, thereunto duly authorized.
SOLAR3D, INC.
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(Registrant)
Date: July 21, 2014
/s/ James B. Nelson
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James B. Nelson, Chief Executive Officer
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