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 18, 2015
POWERSECURE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware |
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1-12014 |
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84-1169358 |
| (State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S Employer
Identification No.) |
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| 1609 Heritage Commerce Court, Wake Forest, North Carolina |
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27587 |
| (Address of principal executive offices) |
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(Zip code) |
Registrant’s telephone number, including area code: (919) 556-3056
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On September 18, 2015, PowerSecure International, Inc., a Delaware
corporation (the “Company”), issued a press release announcing that that the United States District Court for the Eastern District of North Carolina has granted the Company’s motion to dismiss the purported securities class action
lawsuit filed against it and certain of its executive officers. The amended complaint, filed on December 29, 2014, alleged that certain statements made by the defendants during the purported class period from August 8, 2013 through
May 7, 2014 violated federal securities laws.
The purported securities class action lawsuit was dismissed with leave to amend. The
federal court has given the plaintiff until October 16, 2015 to file an amended complaint. If the plaintiff chooses not to amend the complaint, the case will be dismissed with prejudice and a final judgment will be entered. If judgment is
entered, the court’s decision could then be appealed by the plaintiff. The company and other defendants will continue to vigorously defend against any such further proceedings.
The press release, which is filed herewith as Exhibit 99.1, contains forward-looking statements relating to the Company’s future
performance and other future items made within the meaning of and pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. A more thorough discussion of certain risks, uncertainties and other factors that may
affect the Company is included in the Company’s most recent Annual Report on Form 10-K and in subsequent reports, including the Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, that the Company files or furnishes with the
Securities and Exchange Commission.
| Item 9.01 |
Financial Statements and Exhibits. |
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| 99.1 |
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Press Release of PowerSecure International, Inc., issued September 18, 2015 (Filed herewith.) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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| POWERSECURE INTERNATIONAL, INC. |
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| By: |
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/s/ Eric Dupont |
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Eric Dupont |
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Executive Vice President of Finance and Administration |
Dated: September 18, 2015
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Exhibit 99.1
POWERSECURE ANNOUNCES FEDERAL COURT’S DISMISSAL OF CLASS ACTION LAWSUIT
WAKE FOREST, N.C. – September 18, 2015 – PowerSecure International, Inc. (NYSE: POWR) today announced that the United States
District Court for the Eastern District of North Carolina has granted the company’s motion to dismiss the purported securities class action lawsuit filed against it and certain of its executive officers.
The amended complaint, filed on December 29, 2014, alleged that certain statements made by the defendants during the purported class period from
August 8, 2013 through May 7, 2014 violated federal securities laws.
“We are very pleased with the court’s ruling as we have
maintained from the start of this proceeding that the allegations were without merit,” said Sidney Hinton, chief executive officer of PowerSecure.
The purported securities class action lawsuit was dismissed with leave to amend. The federal court has given the plaintiff until October 16, 2015 to file an
amended complaint. If the plaintiff chooses not to amend the complaint, the case will be dismissed with prejudice and a final judgment will be entered. If judgment is entered, the court’s decision could then be appealed by the plaintiff. The
company and other defendants will continue to vigorously defend against any such further proceedings.
About PowerSecure
PowerSecure International, Inc.
is a leading provider of utility and energy technologies to electric utilities, and their industrial, institutional and commercial customers. PowerSecure provides products and services in the areas of Interactive Distributed Generation® (IDG®), energy efficiency, utility infrastructure and solar energy.
The company is a pioneer in developing IDG® power systems with sophisticated smart grid capabilities,
including the ability to 1) forecast electricity demand and electronically deploy the systems to deliver more efficient, and environmentally friendly, power at peak power times, 2) provide utilities with dedicated electric power generation capacity
to utilize for demand response purposes and 3) provide customers with the most dependable standby power in the industry. Its proprietary distributed generation system designs utilize a range of technologies to deliver power, including renewables.
The company’s energy efficiency products and services include energy efficient lighting solutions that utilize LED technologies to improve lighting
quality, and the design, installation and maintenance of energy conservation measures which we offer, primarily as a subcontractor, to large energy service company providers, called ESCOs, for the benefit of commercial, industrial and institutional
customers as end users.
PowerSecure also provides electric utilities with transmission and distribution infrastructure maintenance and construction
services, and engineering and regulatory consulting services. Additional information is available at www.powersecure.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are all statements other than statements of historical facts, including but not limited to statements concerning the nature and outcome of any further proceedings in the purported class
action lawsuit discussed in this press release.
Forward-looking statements are not guarantees of future performance or events and are subject to a
number of known and unknown risks, uncertainties and other factors that are difficult to predict and could cause actual results to differ materially from those expressed, projected or implied by such forward-looking statements. Important risks,
uncertainties and other factors include, but are not limited to, the effects of pending and future litigation, claims and disputes, including the risks and uncertainties associated with the potential filing of an amended complaint in the
purported securities class action, a potential appeal and reversal of the court’s dismissal and the ultimate resolution and outcome of the lawsuit; and other risks, uncertainties and other factors identified from time to time in its
reports filed with or furnished to the Securities and Exchange Commission, including the company’s most recent Annual Report on Form 10-K, as well as subsequently filed reports on Form 10-Q and Form 8-K, copies of which may be obtained by
visiting the investor relations page of the company’s website at www.powersecure.com or the SEC’s website at www.sec.gov.
Accordingly, there is no assurance that the results expressed, projected or implied by any forward-looking statements will be achieved, and readers are
cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements in this press release speak only as of the date hereof and are based on the current plans, goals, objectives, strategies, intentions,
expectations and assumptions of, and the information currently available to, management. The company assumes no duty or obligation to update or revise any forward-looking statements for any reason, whether as the result of changes in expectations,
new information, future events, conditions or circumstances or otherwise.
Contact:
John Bluth
(919) 453-2103
# # #
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