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
9, 2007
ENERGY
FOCUS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-24230
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94-3021850
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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32000
Aurora Road
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Solon,
Ohio
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44139
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(Address
of principal executive offices)
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(Zip
Code)
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(440)
715-1300
(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 obligations 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 Principal Officers; Election of Directors;
Appointment
of Principal Officers.
Energy
Focus, Inc. (“we” or “us”) has appointed Barry R. Greenwald as General Manager
of our Pool & Spa Division, a non-officer position, effective as of October
1, 2007. Until that appointment, he has served as the President of that
Division. Under the Company’s November 9, 2007 agreement with him, Mr.
Greenwald, who is 61, will receive certain payments spread over the next
four
years. As with our other employees, Mr. Greenwald’s employment is “at will”, so
that either we or he may terminate the relationship at any time for any
reason.
Under
the
terms of the agreement, Mr. Greenwald will receive base compensation of $244,000
per year and will be entitled to our standard salaried employee benefit package
and a leased vehicle subject to the Company’s prior approval.
The
agreement requires that Mr. Greenwald develop a succession plan for himself
at
the Pool & Spa Division and employ a qualified successor by January 2008. He
must also develop and begin to implement a comprehensive Division product
marketing plan by March 2008.
As
additional compensation, the agreement provides that we will pay Mr. Greenwald
approximately $77,250 on November 15, 2007, $77,250 on March 15, 2008, and
$4,290 per month from January 2009 through December 2011. Our obligation
to
continue making those payments will end if he resigns, is terminated by us
for
cause, dies, or becomes disabled. Under certain circumstances, the remaining
amounts would be paid in a lump sum following termination.
Finally,
the agreement provides that, while Mr. Greenwald is employed with us and
as long
as he is receiving payments from us following the termination of employment,
he
may not compete with us in any state where we have done business, in any
state
where he has done business on our behalf, and with any customer with which
he
has had dealings on our behalf.
Our
agreement with Mr. Greenwald replaces our prior agreements with him, except
for
our stock option awards to him, which remain in effect.
SIGNATURE
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.
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ENERGY
FOCUS, INC.
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By: |
/s/
John M. Davenport
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Name:
John
M. Davenport
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Title:
Chief
Executive Officer |