Item 8.01 Other Events.
Revolution Lighting Technologies, Inc. (the "Company") today issued a press
release announcing that on April 10, 2020 the Honorable J. Paul Oetken of the
United States District Court for the Southern District of New York (the "Court")
granted preliminary approval of the proposed settlement (the "Proposed
Settlement") of the consolidated shareholder derivative actions (the "Derivative
Actions") filed by Russell Hopewell, Craig Coleman, George Assad, Bill Jenkins,
Ronald Persin, Betsy Wages, Dale Barton, Robert Flos and Giovanni Vecchiato
(each, a "Plaintiff", collectively the "Plaintiffs"), purported purchasers of
the Company's stock. The Derivative Actions named the Company as a nominal
defendant and also named as defendants present and former members of the
Company's board of directors, including Robert V. LaPenta, James A. DePalma,
William D. Ingram, Stephen G. Virtue, Dennis McCarthy, Charles J. Schafer,
Robert A. Basil, Jr. and Robert V. LaPenta, Jr. (the "Individual Defendants").
The Derivative Actions allege that certain current and former directors and
certain former executive officers of the Company breached their fiduciary duties
and violated Section 10(b) of the Exchange Act of 1934, as amended, and
Securities and Exchange Commission Rule 10b-5 in connection with public
statements made between March 14, 2014 and November 14, 2018 regarding the
Company's recognition of revenue and internal controls over financial reporting.
The Individual Defendants have denied, and continue to deny, each and every
claim and contention alleged by the Plaintiffs in the Derivative Actions and
affirm that they have acted properly, lawfully, and in full accord with their
fiduciary duties, at all times.
The Proposed Settlement involves instituting and maintaining corporate
governance reforms and other non-monetary relief, which are described in the
Notice of Pendency and Proposed Settlement of Stockholder Derivative Actions
(the "Notice of Pendency").
The Court set a settlement hearing on August 11, 2020 to determine: (i) whether
the terms of the Proposed Settlement are fair, reasonable, and adequate, and in
the best interests of the Company; (ii) whether the Notice of Pendency fully
satisfies the requirements of Rule 23.1 of the Federal Rules of Civil Procedure
and due process; (iii) whether the Final Order and Judgement should be entered
dismissing the Derivative Actions with prejudice, releasing the Company and
Individual Defendants from certain claims in accordance with the Proposed
Settlement; (iv) whether the amount of attorneys' fees and expenses to be
awarded to the Plaintiffs' counsel is fair and reasonable; and (v) any other
matters that come before the Court.
The full text of the press release issued in connection with this announcement
and the Notice of Pendency are filed as Exhibits 99.1 and 99.2, respectively, to
this Current Report on Form 8-K. The information contained therein is
incorporated herein by reference. A link to the Notice of Pendency is also
available under the "Investor Relations" section of the Company's website.
Neither the filing of these exhibits to this Current Report on Form 8-K nor the
inclusion in them of references to the Company's internet address shall, under
any circumstances, be deemed to incorporate the information available at its
internet address into this Current Report on Form 8-K. The information available
at the Company's internet address is not part of this Current Report on Form 8-K
or any other report filed by the Company with the Securities and Exchange
Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release of Revolution Lighting, Inc., dated April 24, 2020
99.2 Notice of Pendency and Proposed Settlement of Stockholder Derivative
Actions
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