8-K

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): September 28, 2016

SolarCity Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-35758	02-0781046
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3055 Clearview Way

San Mateo, California 94402

(Address of principal executive offices, including zip code)

(650) 638-1028

(Registrant’s telephone number, including area code)

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):

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

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

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

oPre-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. 

Appointment of Chief Financial Officer

On September 28, 2016, SolarCity Corporation (“SolarCity”) announced the appointment of Radford Small as Chief Financial Officer.

Mr. Small joined SolarCity in May 2015 from Goldman, Sachs & Co. where he was a Managing Director and Chief Operating Officer for the Clean Technology and Renewables group. Over his 17 year career in the Investment Banking Division of Goldman, Sachs & Co., he raised more than $20 billion in financing and worked on over $25 billion of mergers and acquisitions transactions.  Prior to being appointed as Chief Financial Officer, Mr. Small has served as SolarCity’s Senior Vice President, Business Development and Investor Relations; Senior Vice President, Structured Finance; and Executive Vice President, Global Capital Markets.

Mr. Small holds a Bachelor of Arts degree in economics from University of California at Berkeley, a Juris Doctorate degree from Loyola Law School and Master of Laws (LLM) degree from New York University School of Law.

Mr. Small has no family relationships with any director, executive officer, or person nominated or chosen by SolarCity to become a director or executive officer of SolarCity. Mr. Small is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Departure of President, Chief Financial Officer

SolarCity also announced that, due to overlap at the new company, Tanguy Serra has resigned as President and CFO and will be departing SolarCity at the end of the year to pursue other ventures, following the anticipated acquisition of the company by Tesla.

Item 8.01 Other Events.

On September 28, 2016, SolarCity issued a press release announcing the appointment of Mr. Small. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release dated September 28, 2016

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.

	SolarCity Corporation
	By:	/s/ Lyndon Rive
		Lyndon Rive
Date: September 28, 2016		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated September 28, 2016

EX-99.1

Exhibit 99.1

SolarCity Appoints Radford Small Chief Financial Officer

SAN MATEO, Calif., Sept. 28, 2016—SolarCity Corporation (NASDAQ: SCTY) today announced that it has promoted Executive Vice President of Global Capital Markets Radford Small to the role of Chief Financial Officer, reporting to CEO Lyndon Rive.

Mr. Small, among the most experienced executives in renewable energy finance, has enjoyed a successful tenure at SolarCity, where he helped the company create approximately $3 billion in new financing for solar projects. “Rad” initially joined SolarCity in 2015 to oversee financial business development and investor relations, and his role has steadily expanded to include all of the company’s global capital markets activity.

“Rad has been a tremendous asset—he’s excelled at everything we’ve put on his plate—and he brings an incredibly valuable skillset to a potential combination of Tesla and SolarCity,” said CEO Lyndon Rive. “This promotion largely reflects the reality of the current roles and responsibilities in SolarCity’s finance department. Rad has been leading our efforts in the capital markets for some time, and has been playing an increasingly visible role in financial planning and analysis, investor relations and accounting.”

Mr. Small originally joined SolarCity from Goldman, Sachs & Co. where he was a Managing Director and Chief Operating Officer for the Clean Technology and Renewables group. Over his 17 year career in the Investment Banking Division, he raised more than $20 billion in financing and worked on over $25 billion of mergers and acquisitions transactions. He holds a Bachelor of Arts degree in economics from University of California at Berkeley, a Juris Doctorate degree from Loyola Law School and Master of Laws (LLM) degree from New York University School of Law.

SolarCity also announced that President Tanguy Serra, who previously oversaw finance as part of his responsibilities, will be departing SolarCity at the end of the year, following the anticipated acquisition of the company by Tesla. Mr. Serra helped the company achieve new breakthroughs in operations costs, and helped recruit an extremely strong finance team to the company, including Mr. Small.

“Tanguy has played a pivotal role in helping SolarCity achieve the lowest operations costs in the solar industry,” said Rive. “He is extremely talented, but due to overlap at the new company, he is going to pursue a new venture. I’m grateful for everything Tanguy has contributed to SolarCity.”

About SolarCity

SolarCity® (NASDAQ: SCTY) provides clean energy. The company has disrupted the century-old energy industry by providing renewable electricity directly to homeowners, businesses and government organizations for less than they spend on utility bills. SolarCity gives customers control of their energy costs to protect them from rising rates. The company makes solar energy easy by taking care of everything from design and permitting to monitoring and maintenance. Visit the company online at www.solarcity.com and follow the company on Facebook & Twitter.

Investor Relations Contact: Aaron Chew
SolarCity
650-963-5920
investors@solarcity.com Molly Canales
SolarCity
650-963-5674
press@solarcity.com

Forward-Looking Statements

This communication contains “forward-looking statements” that involve risks and uncertainties, including statements regarding, among other things, the completion of the acquisition of SolarCity by Tesla Motors, Inc. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially. The Company cautions the reader to refer to the section entitled “Risk Factors” in its most recent Quarterly Report on Form 10-Q and subsequent Current Reports on Form 8-K, which have been filed with the Securities and Exchange Commission, which identify certain of these and additional risks and uncertainties. The Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as otherwise required by law.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information about the Proposed Transaction and Where To Find It

In connection with the Agreement and Plan of Merger dated as of July 31, 2016 among SolarCity, Tesla and D Subsidiary, Inc. (the “Merger”), on August 31, 2016, Tesla filed preliminary materials with the SEC, including a Registration Statement on Form S-4, including a joint proxy statement/prospectus.  These materials are not yet final and have been amended.  INVESTORS

AND SECURITY HOLDERS OF SOLARCITY ARE URGED TO READ THESE MATERIALS, ALL AMENDMENTS TO THESE MATERIALS, AND THE DEFINITIVE VERSIONS THEREOF, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT SOLARCITY, TESLA AND THE MERGER. The preliminary materials filed on August 31, 2016, the definitive version of these materials and other relevant materials (when they become available), and any other documents filed by SolarCity or Tesla with the SEC, may be obtained free of charge at the SEC’s website, www.sec.gov. In addition, investors and shareholders may obtain free copies of the joint proxy statement/prospectus and other documents filed with the SEC by the parties on SolarCity’s Investor Relations website (http://investors.solarcity.com) (for documents filed with the SEC by SolarCity) or Tesla’s Investor Relations website (http://ir.tesla.com) (for documents filed with the SEC by Tesla).

Participants in the Solicitation

SolarCity, Tesla, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be deemed to be participants in the solicitation of proxies from SolarCity and Tesla stockholders in connection with the Merger.  Information regarding the interests of the persons who may, under the rules of the SEC, be deemed participants in the solicitation of SolarCity and Tesla stockholders in connection with the Merger is set forth in the joint proxy statement/prospectus contained in the Form S-4 filed by Tesla with the SEC on August 31, 2016.