0000909518-13-000052.txt : 20130214 0000909518-13-000052.hdr.sgml : 20130214 20130213184239 ACCESSION NUMBER: 0000909518-13-000052 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130213 GROUP MEMBERS: GE CAPITAL EQUITY INVESTMENTS INC. GROUP MEMBERS: GE VENTURES LLC GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORP GROUP MEMBERS: GENERAL ELECTRIC CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORION ENERGY SYSTEMS, INC. CENTRAL INDEX KEY: 0001409375 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 391847269 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83486 FILM NUMBER: 13605197 BUSINESS ADDRESS: STREET 1: 2210 WOODLAND DRIVE CITY: MANITOWOC STATE: WI ZIP: 54220 BUSINESS PHONE: 800-660-9340 MAIL ADDRESS: STREET 1: 2210 WOODLAND DRIVE CITY: MANITOWOC STATE: WI ZIP: 54220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GE Ventures LLC CENTRAL INDEX KEY: 0001567903 IRS NUMBER: 461480316 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 800 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 203 357 3032 MAIL ADDRESS: STREET 1: 800 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 SC 13G/A 1 mm02-1213_sc13ga3.htm AMENDMENT NO.3 mm02-1213_sc13ga3.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
______________
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)*
 
Orion Energy Systems, Inc.
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
             686275108                
(CUSIP Number)
 
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[  ] Rule 13d-1(b)
 
[X] Rule 13d-1(c)
 
[  ] Rule 13d-1(d)
 
*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 the disclosures provided in a prior cover page.
 
The information required in 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 (“Exchange 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. 686275108
13G
Page 2
 


 
1
 
 
NAMES OF REPORTING PERSONS
 
GE Ventures LLC
 
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   [  ]
(b)  [X]
 
3
 
SEC USE ONLY
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
 
SOLE VOTING POWER
 
0 (See Item 4)
 
 
6
 
 
SHARED VOTING POWER
 
1,570,990  (See Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0  (See Item 4)
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
1,570,990  (See Item 4)
 
 
9
 
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,570,990  (See Item 4)
 
 
10
 
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[  ]
 
 
11
 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.8%  (See Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON
 
OO
 

 
 



 
Page 2
 
 
 
 
CUSIP No. 686275108
13G
Page 3
 


 
1
 
 
NAMES OF REPORTING PERSONS
 
General Electric Company
 
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   [  ]
(b)  [X]
 
3
 
SEC USE ONLY
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
 
SOLE VOTING POWER
 
0  (See Item 4)
 
 
6
 
 
SHARED VOTING POWER
 
1,570,990*  (See Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0  (See Item 4)
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
1,570,990*  (See Item 4)
 
 
9
 
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,570,990*  (See Item 4)
 
 
10
 
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[  ]
 
 
11
 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.8%*  (See Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON
 
CO; HC
 

*Includes all shares of common stock of the Issuer beneficially owned by GE Ventures LLC.
 
 

 



 
Page 3
 
 
 
 
CUSIP No. 686275108
13G
Page 4
 

 
 
1
 
 
NAMES OF REPORTING PERSONS
 
GE Capital Equity Investments, Inc.
 
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   [  ]
(b)  [X]
 
3
 
SEC USE ONLY
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
 
SOLE VOTING POWER
 
0  (See Item 4)
 
 
6
 
 
SHARED VOTING POWER
 
0  (See Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0  (See Item 4)
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
0  (See Item 4)
 
 
9
 
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0  (See Item 4)
 
 
10
 
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[  ]
 
 
11
 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.0%  (See Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON
 
CO
 

 
 
 


 
Page 4
 
 
 
 
CUSIP No. 686275108
13G
Page 5
 

 
 
1
 
 
NAMES OF REPORTING PERSONS
 
General Electric Capital Corporation
 
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   [  ]
(b)  [X]
 
3
 
SEC USE ONLY
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5
 
 
SOLE VOTING POWER
 
0  (See Item 4)
 
 
6
 
 
SHARED VOTING POWER
 
0  (See Item 4)
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
0  (See Item 4)
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
0  (See Item 4)
 
 
9
 
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0  (See Item 4)
 
 
10
 
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[  ]
 
 
11
 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.0%  (See Item 4)
 
 
12
 
 
TYPE OF REPORTING PERSON
 
CO
 

 

 
 
Page 5
 
 
 
 

 
Item 1(a).
 
Name of Issuer:
 
 
Orion Energy Systems, Inc. (the “Issuer”)
 
Item 1(b).
 
Address of Issuer’s Principal Executive Offices:
 
 
2210 Woodland Drive, Manitowoc, Wisconsin  54220
 
Item 2(a).
 
Name of Person Filing:
 
 
This statement is being filed by each of:
 
GE Ventures LLC (“Ventures”)
General Electric Company (“GE”)
GE Capital Equity Investments, Inc. (“GECEI”)
General Electric Capital Corporation (“GE Capital”)

Ventures is a wholly-owned subsidiary of GE.  GECEI is a wholly-owned subsidiary of GE Capital.  GE Capital is a wholly-owned subsidiary of GE.
 
Ventures, GE, GECEI, and GE Capital are referred to herein collectively as the “Reporting Persons”.
 
An agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them is attached hereto as Exhibit 1.
 
General Electric Capital Services, Inc. (“GECS”), which previously had been a Reporting Person, merged into GE Capital on February 22, 2012, with GE Capital being the successor.
 
Item 2(b).
 
Address of Principal Business Office or, if None, Residence:
 
 
The principal business office of Ventures is 800 Long Ridge Road, Stamford, Connecticut 06927.  The principal business office of GE is located at 3135 Easton Turnpike, Fairfield, Connecticut 06828.  The principal business office of GECEI is located at 201 Merritt 7, Norwalk, Connecticut 06851.  The principal business office of GE Capital is located at  901 Main Avenue, Norwalk, Connecticut 06851.
 
Item 2(c).
 
Citizenship:
 
 
Ventures is a Delaware limited liability company.  GE is a New York corporation. Each of GECEI and GE Capital is a Delaware corporation.
 
Item 2(d).
 
Title and Class of Securities:
 
 
Common stock, no par value, of the Issuer (the “Common Stock”)
 
Item 2(e).
 
CUSIP Number:
 
 
686275108
 
Item 3.
 
If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person
 
 
 
Filing is a:
 
 
(a)
 
[  ]
 
Broker or dealer registered under Section 15 of the Exchange Act
 
       
 
(b)
 
[  ]
 
Bank as defined in Section 3(a)(6) of the Exchange Act
 
 
      
 
 
 
 
Page 6
 
 
 
 
 
(c)
 
[  ]
 
Insurance company as defined in Section 3(a)(19) of the Exchange Act
 
       
 
(d)
 
[  ]
 
Investment company registered under Section 8 of the Investment Company Act
 
       
 
(e)
 
[  ]
 
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
 
       
 
(f)
 
[  ]
 
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
 
       
 
(g)
 
[  ]
 
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
 
       
 
(h)
 
[  ]
 
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
 
       
 
(i)
 
[  ]
 
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act
 
       
 
(j)
 
[  ]
 
A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J)
 
       
 
(k)
 
[  ]
 
Group, in accordance with Rule 13d-1(b)(1)(ii)(K)
 
 
If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:
 
Item 4.
 
Ownership.
 
 
(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer are incorporated by reference.
 
As of December 31, 2012, Ventures beneficially owned in the aggregate 1,570,990 shares of Common Stock, representing approximately 7.8% of the shares of Common Stock outstanding (based on 20,150,642 shares outstanding as of February 6, 2013, as reported in the Issuer’s Form 10-Q for the quarterly period ended December 31, 2012).  GE may be deemed to beneficially own the shares of Common Stock directly owned by Ventures.
 
Subsequent to the filing of Amendment No. 2 to the Schedule 13G, the shares of Common Stock owned by GECEI, an indirect subsidiary of GE, were transferred to Ventures, a direct subsidiary of GE.
 
Item 5.
 
Ownership of Five Percent or Less of a Class.
 
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following [_].
 
Item 6.
 
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
 
Not applicable.
 
Item 8.
 
Identification and Classification of Members of the Group.
 
 
Not applicable.
 
 
 
 
Page 7
 
 
 
 
Item 9.
 
Notice of Dissolution of Group.
 
 
Not applicable.
 
Item 10.
 
Certifications.
 
 
(c)       By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 8
 
 

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  February 13, 2013
 
 
GE VENTURES LLC
         
         
 
By:
/s/ Kelly Warrick
  
   
Name:
Kelly Warrick
  
   
Title:
Authorized Signatory
  
         
         
 
GENERAL ELECTRIC COMPANY
         
         
 
By:
Barbara A. Lane
  
   
Name:
Barbara A. Lane
  
   
Title:
Attorney-in-Fact
  
         
         
 
GE CAPITAL EQUITY INVESTMENTS, INC.
         
         
 
By:
/s/ Frank Ertl
  
   
Name:
Frank Ertl
  
   
Title:
Managing Director, Chief Financial Officer, and Treasurer
  
         
 
GENERAL ELECTRIC CAPITAL CORPORATION
         
         
 
By:
/s/ Barbara A. Lane
  
   
Name:
Barbara A. Lane
  
   
Title:
Attorney-in-Fact
  

 
 
 
 

 

 

 
Page 9
 
 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
 
  
1
 
Joint Filing Agreement, dated February 13, 2013, by and among the Reporting Persons
 
  
2
 
Power of Attorney (General Electric Company)
 
  
3
 
Power of Attorney (General Electric Capital Corporation)
 
  
     
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 10
 EX-99.1 2 mm02-1213_sc13ga3ex1.htm EX.1 - JOINT FILING AGREEMENT mm02-1213_sc13ga3ex1.htm
EXHIBIT 1
 
JOINT FILING AGREEMENT
 
This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of  common stock, no par value, of Orion Energy Systems, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1).  This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
Dated:  February 13, 2013
 
 
GE VENTURES LLC
         
         
 
By:
/s/ Kelly Warrick
  
   
Name:
Kelly Warrick
  
   
Title:
Authorized Signatory
  
         
         
 
GENERAL ELECTRIC COMPANY
         
         
 
By:
Barbara A. Lane
  
   
Name:
Barbara A. Lane
  
   
Title:
Attorney-in-Fact
  
         
         
 
GE CAPITAL EQUITY INVESTMENTS, INC.
         
         
 
By:
/s/ Frank Ertl
  
   
Name:
Frank Ertl
  
   
Title:
Managing Director, Chief Financial Officer, and Treasurer
  
         
 
GENERAL ELECTRIC CAPITAL CORPORATION
         
         
 
By:
/s/ Barbara A. Lane
  
   
Name:
Barbara A. Lane
  
   
Title:
Attorney-in-Fact
  

 
 
 
 
 
Page 11
 EX-99.2 3 mm02-1213_sc13ga3ex2.htm EX.2 - POWER OF ATTORNEY (GENERAL ELECTRIC COMPANY) mm02-1213_sc13ga3ex2.htm
 
 
Exhibit 2

POWER OF ATTORNEY

The undersigned, General Electric Company, a New York company (hereinafter referred to as the “Company”) does hereby make, constitute and appoint each of the persons listed below as the Company’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Company for and with respect to the matters hereinafter described.

 
Name of Attorney:
  
     
 
Eileen Brumback
Dan Henson
 
Carlos Carrasquillo
Barbara Lane
 
Maryanne Courtney
Joseph Lincoln
 
Barbara Daniele
Norman Liu
 
Peter Cooke
David L. Lloyd
 
Sherwood Dodge
Jonathan Mothner
 
Frank Ertl
Michael Pastore
 
Barbara J. Gould
James Ungari
 
Paul Halas
J. Alex Urquhart


Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Company with regard to any securities owned by the Company or any of its subsidiaries; and, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.

Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Company without attestation and without affixation of the seal of the Company.  The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

Unless revoked by the Company, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on August 15, 2013.

 
 
 


IN WITNESS WHEREOF, the Company has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed as the 17th day of August, 2012.


 
     
General Electric Company
  
         
         
 
    
  /s/  Jamie Miller
  
 
    
Jamie Miller
  
 
    
Vice President, Controller and
  
     
Chief Accounting Officer
  
Attest:         
         
         
/s/ David P. Russell        
David P. Russell         
Attesting Secretary         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
 EX-99.3 4 mm02-1213_sc13ga3ex3.htm EX.3 - POWER OF ATTORNEY (GENERAL ELECTRIC CAPITAL CORPORATION) mm02-1213_sc13ga3ex3.htm
 
Exhibit 3

POWER OF ATTORNEY

The undersigned, General Electric Capital Corporation, a Delaware corporation (hereinafter referred to as the “Corporation”) does hereby make, constitute and appoint each of the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.

 
Name of Attorney:
  
     
 
Eileen Brumback
Dan Henson
 
Carlos Carrasquillo
Barbara Lane
 
Maryanne Courtney
Joseph Lincoln
 
Barbara Daniele
Norman Liu
 
Peter Cooke
David L. Lloyd
 
Sherwood Dodge
Jonathan Mothner
 
Frank Ertl
Michael Pastore
 
Barbara J. Gould
James Ungari
 
Paul Halas
J. Alex Urquhart


Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation or any of its subsidiaries; and, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.

Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation.
The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on August 15, 2013.

 
 
 


IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be executed, attested and its corporate seal to be affixed as the 17th day of August,
2012.
 
 
     
General Electric Capital Corporation
  
         
         
 
    
  /s/  Chistoph A. Pereira
  
 
    
Chistoph A. Pereira
  
 
    
Vice President and Secretary
  
Attest:        
         
         
         
/s/ David P. Russell        
David P. Russell         
Attesting Secretary         
 

 
 
 
 
 
 
 
 
 
 
2