-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HR66qfeMHbIUWmCI59SoqXfOA4ORZa6/xSyiqWr6JGww0BHY/mdmMz2LilNx/sy2 /Ll9Xx0kl0fy+ZxtJ9xYAw== 0001104659-08-003402.txt : 20080118 0001104659-08-003402.hdr.sgml : 20080118 20080118060121 ACCESSION NUMBER: 0001104659-08-003402 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080115 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080118 DATE AS OF CHANGE: 20080118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPEN ENERGY CORP CENTRAL INDEX KEY: 0001176193 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980370750 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50450 FILM NUMBER: 08537416 BUSINESS ADDRESS: STREET 1: 514 VIA DE LA VALLE STREET 2: SUITE 200 CITY: SOLANA BEACH STATE: CA ZIP: 92075 BUSINESS PHONE: (858) 794-8800 MAIL ADDRESS: STREET 1: 514 VIA DE LA VALLE STREET 2: SUITE 200 CITY: SOLANA BEACH STATE: CA ZIP: 92075 FORMER COMPANY: FORMER CONFORMED NAME: BARNABUS ENERGY, INC. DATE OF NAME CHANGE: 20050822 FORMER COMPANY: FORMER CONFORMED NAME: BARNABUS ENTERPRISES LTD DATE OF NAME CHANGE: 20020621 8-K 1 a08-2298_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

January 15, 2008

 


 

OPEN ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-50450

 

98-0370750

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

514 Via De La Valle, Suite 200
Solana Beach, California 92075

(Address of principal executive offices, including zip code)

 

(858) 794-8800

(Registrant’s telephone number, including area code)

 

N/A

(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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 5.02.              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 15, 2008, Dalton W. Sprinkle resigned from the board of directors of Open Energy Corporation (“we,” “us,” “our,” or the “Company”) in connection with his appointment as our General Counsel, Senior Vice President and Secretary, which occurred on that same day.

 

On January 15, 2008, John Hart resigned as our General Counsel and Secretary.

 

Item 7.01               Regulation FD Disclosure.

 

We issued a press release, a copy of which is attached as an exhibit to this report, announcing Mr. Sprinkle’s appointment as our General Counsel, Senior Vice President and Secretary.

 

Item 9.01               Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
No.

 

Description

99.1

 

Press release dated January 18, 2008

 

2



 

SIGNATURES

 

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.

 

 

 

OPEN ENERGY
CORPORATION

 

 

 

 

By:

/s/ Aidan Shields

 

 

 

Aidan Shields

 

 

Chief Financial Officer

 

 

 

Date:  January 18, 2008

 

 

 

3


EX-99.1 2 a08-2298_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Open Energy Corporation Appoints Dalton W. Sprinkle

as General Counsel and Corporate Secretary

 

SOLANA BEACH, Calif.—January 18, 2008—Open Energy Corporation (OTC BB: OEGY), a renewable energy company focused on the development and commercialization of a portfolio of solar technologies, today announced that it has appointed Dalton W. Sprinkle as its General Counsel and Corporate Secretary effective as of January 15, 2007.  Mr. Sprinkle previously served on the Company’s Board of Directors and as a member of its audit and governance committees, positions that he resigned effective as of his appointment as an officer of the Company.

 

“Dalton has been a tremendous asset to our board and we are very pleased to now have him as a part of our senior management team,” commented David Saltman, Chairman and CEO of Open Energy Corporation. “Dalton’s legal and business background will enable him to play an important role in our current and future initiatives.”

 

Mr. Sprinkle was previously the President and Chief Executive Officer and a director of Integrated Dental Solutions, Inc., an international dental services company headquartered in San Diego.   Prior to joining Integrated Dental Solutions, Mr. Sprinkle was special counsel at Sheppard Mullin Richter & Hampton LLP, where he counseled public and private companies on a wide range of business and legal issues. Mr. Sprinkle brings with him years of experience assisting companies in structuring and executing complex financing and merger and acquisition transactions, as well as providing day-to-day counseling on the myriad issues facing companies in all stages of the corporate life cycle-from start-ups seeking seed or venture capital financing to mature operating companies in connection with public offerings and other transactions. Mr. Sprinkle has developed particular expertise in counseling public companies on securities and corporate governance issues.

 

John Hart, the Company’s previous General Counsel and Secretary, resigned from such positions effective as of January 15, 2008.  Mr. Hart has agreed to continue to assist the company with legal matters.  “On behalf of the entire Open Energy team, I would like to thank John for his service to the Company, and are pleased that he has agreed to continue to assist us as outside legal counsel,” remarked Saltman.

 

About Open Energy Corporation

 

Open Energy Corporation is a renewable energy company focused on the development and commercialization of a portfolio of solar technologies capable of delivering cost-competitive power and related commodities on a global basis. Open Energy offers award-winning, building-integrated photovoltaic (PV) roofing systems for residential and commercial customers. Marketed under the trade name SolarSave® the product line includes tiles, membranes, and architectural glass. The Company’s mission is to harness

 



 

the power of the sun to deliver complete renewable energy solutions to its customers. For more information on Open Energy Corporation, please visit www.openenergycorp.com.

 

Safe Harbor for Forward-Looking Statements

 

Except for statements of historical fact, the information presented herein constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Open Energy to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, customer demand for its products, the execution of definitive agreements related to the transactions described within this release, the ability of either or both parties to perform under such definitive agreements, the Company and its vendors’ ability to scale up manufacturing to meet demand, and other factors over which Open Energy has little or no control. Open Energy undertakes no obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

 

CONTACT:

David Saltman

Chairman and Chief Executive Officer

Open Energy Corporation

858.794.8800

 

John Mills

Senior Managing Director

ICR, Inc.

310-954-1100

 

SOURCE: Open Energy Corporation

 


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