Item 7.01. Regulation FD Disclosure.
On January 5, 2022, Orion Energy Systems, Inc. (the “Company”) issued a press
release announcing the Stay-Lite Acquisition, as defined and described under
Item 8.01 below. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01
(including Exhibit 99.1) shall not be deemed “filed” for the 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, nor shall it be
deemed incorporated by reference into any filing made by the Company under the
Exchange Act or the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
Effective on January 1, 2022, the Company acquired all of the issued and
outstanding capital stock of Stay-Lite Lighting, Inc. (“Stay-Lite Lighting”), a
nationwide lighting and electrical maintenance service provider, for a cash
purchase price of $3.7 million, subject to normal and customary closing
adjustments (the “Stay-Lite Acquisition”). In addition, depending upon the
relative gross profit growth of Stay-Lite Lighting’s legacy business over the
next two calendar years, the Company could pay up to an additional $700,000 in
earn-out related purchase price.
Item 9.01(d) Financial Statements and Exhibits.
Exhibit 99.1 Press Release of Orion Energy Systems, Inc., dated January 5, 2022 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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