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RVLT > SEC Filings for RVLT > Form 8-K on 16-Nov-2012All Recent SEC Filings

Show all filings for NEXXUS LIGHTING, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NEXXUS LIGHTING, INC.


16-Nov-2012

Entry into a Material Definitive Agreement, Amendments to Articles of Inc.


Item 1.01 Entry into a Material Definitive Agreement.

On November 13, 2012, the Board of Directors (the "Board") of Revolution Lighting Technologies, Inc. (the "Company") authorized a form of indemnification agreement to be entered into with the directors and officers of the Company (the "Indemnification Agreement"). The Indemnification Agreement, among other things, obligates the Company to indemnify a director or officer, to the fullest extent permitted by applicable law, for certain expenses, including attorneys' fees, judgments, penalties, fines and settlement amounts actually and reasonably incurred by them in any action or proceeding arising out of their services as one of our directors or officers.

The foregoing is a summary of the material terms of the Indemnification Agreement. Investors are encouraged to review the entire text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 14, 2012, the Company filed with the Secretary of State of Delaware an amended and restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") to restate, integrate and amend the provisions of the Company's Certificate of Incorporation. The amendments: (i) increased the number of authorized shares of the Company's common stock, $0.001 par value per share, from 40,000,000 shares to 120,000,000 shares; (ii) changed the Company's name from "Nexxus Lighting, Inc." to "Revolution Lighting Technologies, Inc."; and (iii) caused the Company to opt out of the provisions of Section 203 of the Delaware General Corporation Law.

The foregoing is a summary of the provisions of the Certificate of Incorporation changed by amendment. Investors are encouraged to review the entire text of the Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Report and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                     Description

 3.1         Amended and Restated Certificate of Incorporation of Revolution
             Lighting Technologies, Inc.

10.1         Form of Indemnification Agreement

-2-


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