UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

(Date of earliest event reported): August 10, 2009

 

 

LIME ENERGY CO.
(Exact name of registrant as specified in its charter)

 

 

1280 Landmeier Road, Elk Grove Village, Illinois 60007-2410
(Address of principal executive offices)

 

(847) 437-1666
(Registrant’s telephone number, including area code)

 

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:

 

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

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

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

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

 

 

 

Explanatory Note

 

Following further evaluation of the significance of the assets disposed of in the transaction, Lime Energy Co. (the “Company”) has determined that the sale by the Company of certain assets of its subsidiary Maximum Performance Group, Inc. (“MPG”) reported under the caption “Asset Purchase Agreement” in Item 1.01 of the Company’s Current Report on Form 8-K filed on August 12, 2009 with an earliest event reported date of August 10, 2009 (the “Original 8-K”) also should have been reported under Item 2.01 — Completion of Acquisition or Disposition of Assets.  This amendment amends the Original 8-K to report the transaction under Item 2.01.  Except as disclosed in this Form 8-K/A, the Company has not otherwise modified disclosures presented in the Original 8-K.  This Form 8-K/A should be read in conjunction with the Original 8-K.

 

Item 2.01       Completion of Acquisition or Disposition of Assets

 

On August 10, 2010, the Company closed on the sale of certain assets of its Energy Technology segment.  The information contained in Item 1.01 under the caption “Asset Purchase Agreement” of the original filing of this Form 8-K is incorporated by reference herein..

 

Item 9.01       Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1                 Unaudited pro forma condensed combined balance sheet as of June 30, 2009, and unaudited pro forma condensed combined statement of operations of Lime Energy Co. for the six months ended June 30, 2009, and the year ended December 31, 2008, including notes to unaudited pro forma condensed combined financial statements.

 

FORWARD-LOOKING STATEMENTS

 

This Form 8-K contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs and our management’s assumptions.  All statements other than statements of historical facts are forward-looking statements, including any statements of the plans and objectives of management for future operations, any projections of revenue earnings or other financial items, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing.  Some of these forward-looking statements may be identified by the use of words in the statements such as “anticipate,” “estimate,” “could,” “expect,” “project,” “intend,” “plan,” “believe,” “seek,” “should,” “may,” “will,” “assume,” “continue,” or variations of such words and similar expressions.  These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict.  We caution you that our performance and results could differ materially from what is expressed, implied, or forecast by our forward-looking statements due to general financial, economic, regulatory and political conditions affecting the energy efficiency industry as well as more specific risks and uncertainties.  Future operating results, our financial condition and the Company’s stock price may be affected by a number of factors.  Factors that could cause or contribute to such differences include, but are not limited to, (i) our limited operating history under our current business model in a rapidly evolving market and our history of operating losses; (ii) the current economic downturn; (iii) competition; (iv) our ability to obtain surety bonds; (v) our dependence on our senior managers; and (vi) other risks described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other filings filed with the Securities and Exchange Commission.  Given these

 

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risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect.  Therefore, you should not rely on any such forward-looking statements.  Furthermore, we do not intend (and we are not obligated) to update publicly any forward-looking statements.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	LIME ENERGY CO.
Dated: August 21, 2009	By:	/s/ Jeffrey R. Mistarz
		Jeffrey R. Mistarz
		Chief Financial Officer & Treasurer

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Unaudited pro forma condensed combined balance sheet as of June 30, 2009, and unaudited pro forma condensed combined statement of operations of Lime Energy Co. for the six months ended June 30, 2009, and the year ended December 31, 2008, including notes to unaudited pro forma condensed combined financial statements.

 

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