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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/13/13 Energy Focus, Inc/DE 10-Q 9/30/13 76:7.6M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 711K
2: EX-3 Exhibit 3.1 HTML 36K
3: EX-10 Exhibit 10.2 HTML 62K
4: EX-31 Exhibit 31.1 HTML 32K
5: EX-31 Exhibit 31.2 HTML 32K
6: EX-32 Exhibit 32.1 HTML 27K
74: R1 Document And Entity Information HTML 50K
50: R2 Condensed Consolidated Balance Sheets (Current HTML 117K
Period Unaudited)
46: R3 Condensed Consolidated Balance Sheets (Current HTML 41K
Period Unaudited) (Parentheticals)
16: R4 Condensed Consolidated Statements of Operations HTML 84K
(Unaudited)
48: R5 Condensed Consolidated Statements of Comprehensive HTML 35K
Income (Loss) (Unaudited)
33: R6 Condensed Consolidated Statements of Cash Flows HTML 109K
(Unaudited)
64: R7 Note 1 - Nature of Operations HTML 30K
34: R8 Note 2 - Basis of Presentation and Summary of HTML 171K
Significant Accounting Policies
36: R9 Note 3 - Inventories HTML 38K
17: R10 Note 4 - Property and Equipment HTML 54K
35: R11 Note 5 - Intangible Assets HTML 62K
63: R12 Note 6 - Contracts in Progress HTML 52K
59: R13 Note 7 - Debt HTML 92K
47: R14 Note 8 - Restructuring HTML 28K
71: R15 Note 9 - Settlement Of Acquisition Obligations HTML 48K
62: R16 Note 10 - Segments and Geographic Information HTML 293K
13: R17 Note 11 - Income Taxes HTML 30K
20: R18 Note 12 - Commitments and Contingencies HTML 31K
70: R19 Note 13 - Related Party Transactions HTML 34K
73: R20 Note 14 - Shareholders Equity HTML 34K
75: R21 Note 15 - Subesquent Event HTML 26K
72: R22 Accounting Policies, by Policy (Policies) HTML 47K
53: R23 Note 2 - Basis of Presentation and Summary of HTML 168K
Significant Accounting Policies (Tables)
18: R24 Note 3 - Inventories (Tables) HTML 37K
32: R25 Note 4 - Property and Equipment (Tables) HTML 52K
25: R26 Note 5 - Intangible Assets (Tables) HTML 58K
24: R27 Note 6 - Contracts in Progress (Tables) HTML 52K
38: R28 Note 7 - Debt (Tables) HTML 93K
52: R29 Note 9 - Settlement Of Acquisition Obligations HTML 40K
(Tables)
60: R30 Note 10 - Segments and Geographic Information HTML 294K
(Tables)
30: R31 Note 1 - Nature of Operations (Details) HTML 25K
39: R32 Note 2 - Basis of Presentation and Summary of HTML 46K
Significant Accounting Policies (Details)
68: R33 Note 2 - Basis of Presentation and Summary of HTML 34K
Significant Accounting Policies (Details) -
Reconciliation of Basic and Diluted Loss per Share
27: R34 Note 2 - Basis of Presentation and Summary of HTML 33K
Significant Accounting Policies (Details) -
Summary of Stock-based Compensation
57: R35 Note 2 - Basis of Presentation and Summary of HTML 39K
Significant Accounting Policies (Details) -
Estimates Utilized in the Black-Scholes Option
Pricing Model
58: R36 Note 2 - Basis of Presentation and Summary of HTML 55K
Significant Accounting Policies (Details) - Option
Activity
40: R37 Note 2 - Basis of Presentation and Summary of HTML 31K
Significant Accounting Policies (Details) -
Warranty Activity
23: R38 Note 3 - Inventories (Details) - Inventories HTML 33K
56: R39 Note 4 - Property and Equipment (Details) - HTML 38K
Property and Equipment
28: R40 Note 4 - Property and Equipment (Details) - HTML 31K
Property and Equipment (Parentheticals)
37: R41 Note 5 - Intangible Assets (Details) HTML 30K
61: R42 Note 5 - Intangible Assets (Details) - Summary of HTML 32K
Net Carrying Value of Intangible Assets
31: R43 Note 5 - Intangible Assets (Details) - Estimated HTML 30K
Amortization Expense for Future Years
54: R44 Note 6 - Contracts in Progress (Details) - Summary HTML 46K
of Costs and Estimated Earnings on Contracts in
Progress
45: R45 Note 7 - Debt (Details) HTML 66K
26: R46 Note 7 - Debt (Details) - Summary of Debt HTML 43K
Components
67: R47 Note 7 - Debt (Details) - Convertible Debt HTML 32K
Schedule of Conversion Dates
21: R48 Note 7 - Debt (Details) - Future Maturities of HTML 53K
Remaining Borrowings
29: R49 Note 8 - Restructuring (Details) HTML 27K
44: R50 Note 9 - Settlement Of Acquisition Obligations HTML 42K
(Details)
51: R51 Note 9 - Settlement Of Acquisition Obligations HTML 35K
(Details) - Classification in Consolidated
Statement of Operations
65: R52 Note 10 - Segments and Geographic Information HTML 25K
(Details)
14: R53 Note 10 - Segments and Geographic Information HTML 81K
(Details) - Summary of Reportable Segment Data
55: R54 Note 10 - Segments and Geographic Information HTML 42K
(Details) - Additional Business Unit Gross
Profitability Detail for Products Segment
41: R55 Note 10 - Segments and Geographic Information HTML 29K
(Details) - Summary of Geographic Sales
19: R56 Note 10 - Segments and Geographic Information HTML 28K
(Details) - Summary of Geographic Long-Lived
Assets
22: R57 Note 11 - Income Taxes (Details) HTML 25K
49: R58 Note 12 - Commitments and Contingencies (Details) HTML 44K
69: R59 Note 13 - Related Party Transactions (Details) HTML 35K
76: R60 Note 14 - Shareholders Equity (Details) HTML 41K
43: XML IDEA XML File -- Filing Summary XML 114K
15: EXCEL IDEA Workbook of Financial Reports XLSX 128K
42: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.36M
7: EX-101.INS XBRL Instance -- efoi-20130930 XML 1.57M
9: EX-101.CAL XBRL Calculations -- efoi-20130930_cal XML 113K
10: EX-101.DEF XBRL Definitions -- efoi-20130930_def XML 675K
11: EX-101.LAB XBRL Labels -- efoi-20130930_lab XML 941K
12: EX-101.PRE XBRL Presentations -- efoi-20130930_pre XML 646K
8: EX-101.SCH XBRL Schema -- efoi-20130930 XSD 172K
66: ZIP XBRL Zipped Folder -- 0001437749-13-014640-xbrl Zip 144K
Exhibit 3.1
FORM OF
OF
ENERGY FOCUS, INC.
ARTICLE I
The name of this corporation is Energy Focus, Inc. (the “Corporation”).
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
ARTICLE IV
(A) The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is One Hundred-Fifty-Two Million (152,000,000) shares, each with a par value of $0.0001 per share. One Hundred Fifty Million (150,000,000) shares shall be Common Stock and Two Million (2,000,000) shares shall be Preferred Stock.
(B) The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate pursuant to the applicable law of the State of Delaware and within the limitations and restrictions stated in this Certificate of Incorporation, to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
ARTICLE V
The number of directors of the Corporation shall be fixed from time to time pursuant to the Bylaws.
ARTICLE VI
In the election of directors, each holder of shares of any class or series of capital stock of the Corporation shall be entitled to one vote for each share held. The candidates receiving the highest number of affirmative votes, up to the number of directors to be elected, shall be elected; votes against any candidate and votes withheld shall have no legal effect.
ARTICLE VII
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
ARTICLE VIII
(A) Except as otherwise provided in the Bylaws, the Bylaws may be amended or repealed or new Bylaws adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote generally in the election of directors. The Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal Bylaws.
(B) Advance notice of stockholder nominations for the election of directors or of business to be brought by the stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.
ARTICLE IX
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision of the General Corporation Law of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws.
ARTICLE X
The Corporation shall have perpetual existence.
ARTICLE XI
(A) To the fullest extent permitted by the General Corporation Law of Delaware, as the same may be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law of Delaware is hereafter amended to authorize, with the approval of a corporation’s stockholders, further reductions in the liability of a corporation’s directors for breach of fiduciary duty, then a director of the Corporation shall not be liable for any such breach to the fullest extent permitted by the General Corporation Law of Delaware, as so amended.
(B) Any repeal or modification of the foregoing provisions of this Article XI shall not adversely affect any right or protection of a director of the Corporation with respect to any acts or omissions of such director occurring prior to such repeal or modification.
ARTICLE XII
(A) To the fullest extent permitted by applicable law, the Corporation is also authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and other agents of the Corporation (and any other persons to which Delaware law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law of Delaware, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to a corporation, its stockholders, and others.
(B) Any repeal or modification of any of the foregoing provisions of this Article XII shall not adversely affect any right or protection of any such agent or other person existing at the time of, or increase the liability of any such agent or other person with respect to any acts or omissions of such agent or other person occurring prior to such repeal or modification.
ARTICLE XIII
The name and mailing address of the incorporator are as follows:
c/o Energy Focus, Inc.
32000 Aurora Rd.
Executed this 24 day of October 2013.
|
/s/ James Tu | |
|
Incorporator |
3
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 Energy Focus, Inc./DE 10-K 12/31/23 109:8.8M Workiva Inc Wde… FA01/FA 8/10/23 Energy Focus, Inc./DE 10-Q 6/30/23 79:6.7M 6/12/23 Energy Focus, Inc./DE S-3 5:380K 5/11/23 Energy Focus, Inc./DE 10-Q 3/31/23 76:6.5M 3/23/23 Energy Focus, Inc./DE 10-K 12/31/22 106:9.1M 11/10/22 Energy Focus, Inc./DE 10-Q 9/30/22 80:7.7M 8/11/22 Energy Focus, Inc./DE 10-Q 6/30/22 72:7.2M 6/17/22 Energy Focus, Inc./DE S-3 5:286K 5/12/22 Energy Focus, Inc./DE 10-Q 3/31/22 73:6.3M 3/17/22 Energy Focus, Inc./DE 10-K 12/31/21 109:10M 12/28/21 Energy Focus, Inc./DE S-3 4:218K 12/28/21 Energy Focus, Inc./DE S-3 4:281K 11/12/21 Energy Focus, Inc./DE 10-Q 9/30/21 78:7.9M 3/25/21 Energy Focus, Inc./DE 10-K 12/31/20 102:9.9M |