-----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, HETGgL8dhFSVF62j9YUMl3hm3d2TNfDQ8R5EI9U06K2TwxhPUm+x4rt+YJXotQjv SHUB1nqrcNIxp9xxfbhP2w== 0001144204-08-029515.txt : 20080515 0001144204-08-029515.hdr.sgml : 20080515 20080515151004 ACCESSION NUMBER: 0001144204-08-029515 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080509 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACORN ENERGY, INC. CENTRAL INDEX KEY: 0000880984 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 222786081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33886 FILM NUMBER: 08836882 BUSINESS ADDRESS: STREET 1: 4 WEST ROCKLAND ROAD CITY: MONTCHANIN STATE: DE ZIP: 19710 BUSINESS PHONE: 3026561708 MAIL ADDRESS: STREET 1: 4 WEST ROCKLAND ROAD CITY: MONTCHANIN STATE: DE ZIP: 19710 FORMER COMPANY: FORMER CONFORMED NAME: ACORN FACTOR, INC. DATE OF NAME CHANGE: 20060920 FORMER COMPANY: FORMER CONFORMED NAME: DATA SYSTEMS & SOFTWARE INC DATE OF NAME CHANGE: 19931019 FORMER COMPANY: FORMER CONFORMED NAME: DEFENSE SOFTWARE & SYSTEMS INC DATE OF NAME CHANGE: 19930328 8-K 1 v114684_8k.htm Unassociated Document
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) May 9, 2008


ACORN ENERGY, INC.
(Exact name of Registrant as Specified in its Charter)
 
 Delaware
0-19771
22-2786081
(State or Other Jurisdiction
(Commission file Number)
(IRS Employer
of Incorporation)
 
Identification No.)
 

4 West Rockland, Montchanin, Delaware 19710
(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code (302) 656-1707


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:

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

o Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)

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))


Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On May 9, 2008 (“Effective Date”), our subsidiary, CoaLogix, Inc., entered into a strategic alliance and license agreement with Solucorp Industries, Ltd. pursuant to which CoaLogix obtained exclusive, worldwide commercialization and marketing rights to Solucorp’s IFS-2C technology for use in applications which remove heavy metals, such as mercury, from power plants. The agreement has a term of ten years, with an option in favor of CoaLogix to renew for an additional five-year period.

In consideration for its rights under the agreement, CoaLogix paid an upfront license fee of $2 million (“Upfront Fee”) and agreed to pay royalties on net sales of, and to share a portion of any royalties received in respect of, licensed product (“Royalties”). CoaLogix also agreed to source its supply of licensed product from Solucorp (with no minimum purchase commitment) or, under certain circumstances, to compensate Solucorp for purchases of licensed product by CoaLogix from lower cost suppliers. Royalty rates and compensation to Solucorp in respect of supply of licensed product are based on formulae set forth in the agreement. If, during a certain period of time after the Effective Date, Coalogix does not earn minimum projected revenues from licensed products, CoaLogix has agreed to pay Solucorp a specified amount, offset by the amount of any Royalties theretofore paid to Solucorp. Following the Effective Date, CoaLogix prepaid a portion of the purchase price for an initial quantity of licensed product.

CoaLogix has agreed to use commercially reasonable efforts to commercialize the licensed technology in products and services to be offered to the worldwide power generation industry, and has agreed to devote the necessary corporate resources to provide related marketing, sales and other activities as it reasonably determines up to an agreed upon amount. Under certain circumstances, CoaLogix may be entitled to a refund of a portion of the Upfront Fee upon termination of the agreement by CoaLogix either for breach by Solucorp or for specified non-breach reasons.
 
 
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 on this 15th day of May 2008.
     
   
  ACORN ENERGY, INC.
 
 		  
 		  
 
  By:   /s/ Sheldon Krause
 
Name: Sheldon Krause
Title: Secretary and General Counsel
   
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