Current Report Filing (8-k)

Date : 02/14/2019 @ 11:01AM
Source : Edgar (US Regulatory)
Stock : Revolution Lighting Technologies Inc (RVLT)
Quote : 0.3097  0.0 (0.00%) @ 12:00AM
Revolution Lighting Tech... share price Chart

Current Report Filing (8-k)





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2019




(Exact name of registrant as specified in its charter)




Delaware   000-23590   59-3046866

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

177 Broad Street,

Stamford, Connecticut

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (203) 504-1111


(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):


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


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


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


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 1.01

Entry into a Material Definitive Agreement

As previously disclosed in the Current Report on Form 8-K filed by Revolution Lighting Technologies, Inc. (the “Company”) on November 26, 2018, Robert V. LaPenta, Sr., the Company’s Chairman, CEO and President, and his affiliate, Aston Capital, LLC (“Aston”), have funded the Company through continued periodic loans, and the Company has issued a consolidated note, dated as of November 21, 2018, to Mr. LaPenta and Aston (the “Consolidated Note”) to reflect these loans made to the Company. As previously disclosed, between the date of the Consolidated Note and February 7, 2019, Mr. La Penta has also made additional loans to the Company with an aggregate principal amount of $4.0 million.

On February 8, 2019, Mr. LaPenta loaned the Company an additional $2.0 million, and the Company issued to Mr. LaPenta a new promissory note (the “Note”) with an aggregate principal amount of $2.0 million. The Audit Committee of the Company’s Board of Directors approved the terms of the Note on February 7, 2019.

The Company applied the $2.0 million in proceeds from the Note to the outstanding balance under its Loan and Security Agreement with Bank of America, N.A. (the “Loan Agreement”). As of February 8, 2019, after the application of such proceeds, the Company had total debt of approximately $68.2 million, including approximately $44.4 million in aggregate principal and interest under loans from Mr. LaPenta and Aston.

The terms of the Note are substantially identical to those contained in the Consolidated Note. The Note is scheduled to mature on July 20, 2020. Interest on the Note is payable on the first business day of each month, commencing on March 1, 2019, and is equal to the greater of (i) LIBOR plus 3.75% and (ii) the rate in effect at any time under the Loan Agreement. The Note is secured by a lien on the Company’s and its subsidiaries’ assets and is guaranteed by the Company’s subsidiaries.

The Note contains customary events of default. Upon the occurrence of an event of default, any outstanding amounts under the Note may be accelerated; provided, however, that upon the occurrence of certain bankruptcy, insolvency or liquidation-related events of default, all amounts payable under the Note will automatically become immediately due and payable.

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note, which is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.


Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 relating to the Note is incorporated by reference in its entirety in this Item 2.03.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits






Promissory Note, dated as of February  8, 2019, between the Company and Robert V. LaPenta, Sr.




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.

Date: February 13, 2019




By:   /s/ James A. DePalma

James A. DePalma

Chief Financial Officer

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