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Actionable news in RGSE: REAL GOODS SOLAR Inc CLASS A,

Securities to be offered to employees in employee benefit plans

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Registration No. 333-__________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Real Goods Solar, Inc.

(Exact Name of Registrant as Specified in its Charter)

833 West South Boulder Road, Louisville, Colorado 80027

(Address of Principal Executive Offices) (Zip Code)

Real Goods Solar, Inc. 2008 Long-Term Incentive Plan

(Full Title of the Plan)

Dennis Lacey

Chief Executive Officer

Real Goods Solar, Inc.

833 West South Boulder Road

Louisville, Colorado 80027

(303) 222-8300

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Rikard Lundberg, Esq.

Brownstein Hyatt Farber Schreck, LLP

410 Seventeenth Street, Suite 2200

Denver, Colorado 80202

(303) 223-1100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

On September 24, 2008, Real Goods Solar, Inc. (the “Registrant”) filed a Registration Statement on Form S-8 with the Securities and Exchange Commission (the “SEC”) (SEC File No. 333-153642) registering 1,000,000 shares of the Registrant’s Class A common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the Registrant’s 2008 Long-Term Incentive Plan, as amended and restated on August 25, 2015 (the “Incentive Plan”), which registration statement is currently effective (the “First Registration Statement”). On February 15, 2013, the Registrant filed a Registration Statement on Form S-8 with the SEC (SEC File No. 333-186722) registering 1,400,000 shares of the Registrant’s Common Stock, pursuant to the Incentive Plan, which registration is currently effective (the “Second Registration Statement”). On January 30, 2014, the Registrant filed a Registration Statement on Form S-8 with the SEC (SEC File No. 333-193663) registering 4,304,237 shares of the Registrant’s Common Stock, pursuant to the Incentive Plan, which registration is currently effective (the “Third Registration Statement”). This Registration Statement on Form S-8 is being filed to register, pursuant to the Securities Act of 1933, as amended, an additional 1,508,949 shares of the Registrant’s Common Stock available for issuance under the Incentive Plan. This Registration Statement relates to securities to be issued under the Incentive Plan which are the same class as those to which the First Registration Statement, the Second Registration Statement, and the Third Registration Statement relate.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Item 1 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

Information required by Item 2 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed with the SEC by the Registrant, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

All documents subsequently filed by the Registrant (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document...


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