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): March 12, 2009
POWERSECURE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-12014
(Commission File Number)
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84-1169358
(I.R.S. Employer
Identification No.) |
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1609 Heritage Commerce Court, Wake Forest, North Carolina
(Address of principal executive offices)
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27587
(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)) |
Item 2.02 Results of Operations and Financial Condition.
On March 12, 2009, PowerSecure International, Inc., a Delaware corporation (the “Company”),
issued a press release announcing its financial results for the fourth quarter and the fiscal year
ended December 31, 2008 and announcing that it is holding a conference call regarding its financial
results and its business operations, strategic initiatives and future prospects 5:15 p.m., Eastern
time, on March 12, 2009. The full text of the Company’s press release containing this announcement
is attached to this Report as Exhibit 99.1 and incorporated herein by this reference.
The attached press release contains references by the Company to
certain non-GAAP financial information. A reconciliation of these
non-GAAP financial measures to the comparable GAAP financial measures
is contained in the attached press release.
The press release filed herewith as Exhibit 99.1 also contains forward-looking statements
relating to the Company’s future performance, and such forward-looking statements are 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’s operating results will be discussed under the items “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which the Company
will file with the Securities and Exchange Commission (the “SEC”) on or about March 12, 2009, as
well as other risks, uncertainties and other factors discussed in subsequent reports, including
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, that the Company files with or
furnishes to the SEC.
The information in this Item 2.02, including Exhibit 99.1, is being furnished pursuant to Item
2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and
such information shall not be deemed incorporated by reference in any filing under the Securities
Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
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