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)
November 7, 2007
ACORN
FACTOR, INC.
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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0-19771
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22-2786081
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(State
or Other Jurisdiction of Incorporation)
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(Commission
file Number)
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(IRS
Employer Identification No.)
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4
West
Rockland Road, Montchanin, DE 19710
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code (302)
656-1708
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))
Item
1.01. Entry
into a Material Definitive Agreement.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
On
November 7, 2007, Acorn Factor, Inc. (the “Company”) completed the purchase of
SCR-Tech LLC (“SCR-Tech”) and other affiliated entities described below
(collectively, the “Acquired Companies”) from Catalytica Energy Systems, Inc.
(“Catalyica”), a subsidiary of Renegy Holdings, Inc., for a purchase price of
$9.6 million in cash. SCR-Tech and the other Acquired Companies are providers
of
catalyst regeneration technologies and management services for selective
catalytic reduction systems used by coal-fired power plants to reduce nitrogen
oxides (NOx) emissions (the “Business”).
The
acquisition of the Acquired Companies was completed pursuant to a Stock Purchase
Agreement (the “Purchase Agreement”), dated November 7, 2007, by and among the
Company, Catalytica, Renegy Holdings, Inc. and CoaLogix Inc. (“CoaLogix”).
CoaLogix is a newly-formed, wholly-owned subsidiary of the Company which was
formed for the purpose of consummating the acquisition of the Acquired
Companies.
The
Purchase Agreement provides for the purchase by CoaLogix of all of the issued
and outstanding capital stock of CESI-SCR, Inc. (“CESI-SCR”) and CESI-Tech
Technologies, Inc. (“CESI-Tech”) from Catalytica for $9,600,000 (subject to an
agreed-upon working capital adjustment) and the assumption by the Company and/or
CoaLogix of certain liabilities of Catalytica relating to the Business
(including certain obligations with respect to employment agreements previously
entered into by the Acquired Companies). CESI-SCR owns all the issued and
outstanding membership interests of SCR-Tech, the primary operating entity
of
the Acquired Companies.
To
provide financing for the purchase of the Acquired Companies, the Company
entered into a Loan Agreement with CitiGroup Global Markets, Inc., as lender,
dated as November 1, 2007 (the “Loan Agreement”). As security for the Loan
Agreement, the Company pledged 2,786,021 shares of Comverge, Inc. common stock
which it owns. The market value of such shares based solely on the closing
share
price of Comverge, Inc. common stock on November 13, 2007 was $73,773,836.
Any
amounts advanced to the Company under the Loan Agreement are payable upon demand
by the lender. Interest is payable monthly on any amounts advanced under the
Loan Agreement in accordance with the lender’s published rates and policies for
securities margin accounts.
The
purchase of the Acquired Companies and the entry into the Loan Agreement was
approved and/or ratified by the Board of Directors of the Company on November
6,
2007. No approval by the Company’s stockholders was required for the
transaction.
On
November 8, 2006, the Company issued a press release announcing the execution
of
the Purchase Agreement and the closing of the transactions contemplated thereby.
The full text of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference in its entirety.
Copies
of
the Purchase Agreement and the Loan Agreement are attached hereto as Exhibits
10.1 and 10.2, respectively, and are incorporated by reference herein in its
entirety.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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The
disclosures relating to the Loan Agreement described in Items 1.01 and 2.01
above are incorporated by reference herein in its entirety. In connection with
the closing of the purchase of the Acquired Companies, the Company requested
and
received an advance of $14 million under the Loan Agreement.
Item
9.01 Financial
Statements and Exhibits.
(a)
FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The
financial statements required by this Item will be filed by amendment not later
than 71 calendar days after the date that this Report on Form 8-K was due to
be
filed.
(b)
PRO
FORMA FINANCIAL INFORMATION
The
financial statements required by this Item will be filed by amendment not later
than 71 calendar days after the date that this Report on Form 8-K was due to
be
filed.
(d) The
following exhibits are furnished with this report:
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10.1 |
Stock
Purchase Agreement by and among Acorn Factor, Inc., CoaLogix Inc.,
Catalytica Energy Systems, Inc., and with respect to Article 11 only,
Renegy Holdings, Inc., dated as of November 7, 2007
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10.2 |
Loan
Agreement by and between Acorn Factor, Inc. and Citigroup Global
Markets,
Inc., dated as of November 1, 2007.
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99.1 |
Press
release of Acorn Factor, Inc. dated November 8,
2007.
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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 13th
day of
November 2007.
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ACORN
FACTOR,
INC. |
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By: |
/s/ Sheldon
Krause |
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Name:
Sheldon Krause
Title:
Secretary and General Counsel
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