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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/12/23 Orion Energy Systems, Inc. 10-K 3/31/23 113:19M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.95M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 59K
3: EX-10.12 Material Contract HTML 36K
4: EX-10.24 Material Contract HTML 83K
5: EX-10.25 Material Contract HTML 74K
6: EX-10.26 Material Contract HTML 72K
7: EX-21.1 Subsidiaries List HTML 30K
8: EX-23.1 Consent of Expert or Counsel HTML 29K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
17: R1 Document and Entity Information HTML 99K
18: R2 Consolidated Balance Sheets HTML 136K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K
20: R4 Consolidated Statements of Operations HTML 125K
21: R5 Statements of Shareholders' Equity HTML 90K
22: R6 Consolidated Statements of Cash Flows HTML 138K
23: R7 Description of Business HTML 33K
24: R8 Summary of Significant Accounting Policies HTML 84K
25: R9 Revenue HTML 215K
26: R10 Accounts Receivable HTML 49K
27: R11 Inventories HTML 95K
28: R12 Prepaid Expenses and Other Current Assets HTML 51K
29: R13 Property and Equipment, Net HTML 98K
30: R14 Leases HTML 130K
31: R15 Goodwill and Other Intangible Assets HTML 309K
32: R16 Accrued Expenses and Other HTML 97K
33: R17 Net Income (Loss) Per Common Share HTML 110K
34: R18 Long-Term Debt HTML 83K
35: R19 Income Taxes HTML 306K
36: R20 Commitments and Contingencies HTML 38K
37: R21 Shareholders' Equity HTML 43K
38: R22 Stock Options and Restricted Shares HTML 168K
39: R23 Segment Data HTML 246K
40: R24 Acquisition HTML 241K
41: R25 Subsequent Events HTML 32K
42: R26 Quarterly Financial Data (Unaudited) HTML 190K
43: R27 Summary of Significant Accounting Policies HTML 116K
(Policies)
44: R28 Revenue (Tables) HTML 188K
45: R29 Accounts Receivable (Tables) HTML 47K
46: R30 Inventories (Tables) HTML 92K
47: R31 Prepaid Expenses and Other Current Assets (Tables) HTML 47K
48: R32 Property and Equipment, Net (Tables) HTML 91K
49: R33 Leases (Tables) HTML 110K
50: R34 Goodwill and Other Intangible Assets (Tables) HTML 302K
51: R35 Accrued Expenses and Other (Tables) HTML 97K
52: R36 Net Income (Loss) Per Common Share (Tables) HTML 111K
53: R37 Long-Term Debt (Tables) HTML 68K
54: R38 Income Taxes (Tables) HTML 293K
55: R39 Stock Options and Restricted Shares (Tables) HTML 163K
56: R40 Segment Data (Tables) HTML 234K
57: R41 Acquisition (Tables) HTML 217K
58: R42 Quarterly Financial Data (Unaudited) (Tables) HTML 188K
59: R43 Summary of Significant Accounting Policies HTML 64K
(Narrative) (Details)
60: R44 REVENUE - Narrative (Details) HTML 70K
61: R45 REVENUE - Disaggregation of Revenue (Details) HTML 84K
62: R46 REVENUE - Summary of Contract Assets and HTML 36K
Liabilities (Details)
63: R47 Accounts Receivable (Accounts Receivable and HTML 37K
Allowance for Doubtful Accounts) (Details)
64: R48 Inventories (Narrative) (Details) HTML 34K
65: R49 Inventories (Details) HTML 57K
66: R50 Prepaid Expenses and Other Current Assets (Summary HTML 35K
of Prepaid Expenses and Other Current Assets)
(Details)
67: R51 Prepaid Expenses and Other Current Assets HTML 51K
(Narrative) (Details)
68: R52 Property and Equipment (Summary of Property and HTML 54K
Equipment) (Details)
69: R53 Property and Equipment (Narrative) (Details) HTML 33K
70: R54 Property and Equipment (Useful Lives) (Details) HTML 54K
71: R55 Leases (Narrative) (Details) HTML 60K
72: R56 Leases (Summary of Assets Leased from Third HTML 44K
Parties) (Details)
73: R57 Leases (Summary of Estimated Maturity of Lease HTML 46K
Liabilities) (Details)
74: R58 Leases (Schedule of Revenue and Cost of Sales HTML 33K
Arising from Sales-Type Leases) (Details)
75: R59 Goodwill and Other Intangible Assets (Narrative) HTML 37K
(Details)
76: R60 Goodwill and Other Intangible Assets (Useful HTML 57K
Lives) (Details)
77: R61 Goodwill and Other Intangible Assets (Summary of HTML 67K
Components and Changes in Other Intangible Assets)
(Details)
78: R62 Goodwill and Other Intangible Assets (Summary of HTML 45K
Estimated Amortization Expense) (Details)
79: R63 Goodwill and Other Intangible Assets (Summary of HTML 48K
Amortization Expense) (Details)
80: R64 Accrued Expenses and Other (Accrued Expenses and HTML 50K
Other) (Details)
81: R65 Accrued Expenses and Other (Narrative) (Details) HTML 34K
82: R66 Accrued Expenses and Other (Warranty Accrual) HTML 36K
(Details)
83: R67 Net Income (Loss) Per Common Share (Earnings per HTML 73K
Share) (Details)
84: R68 Net Income (Loss) Per Common Share (Potentially HTML 34K
Dilutive Securities Excluded From the Calculation
of Diluted Net Income (Loss) Per Common Share )
(Details)
85: R69 Long-Term Debt (Summary of Long-Term Debt) HTML 42K
(Details)
86: R70 Long-Term Debt (Narrative) (Details) HTML 79K
87: R71 Long-Term Debt (Aggregate Maturities) (Details) HTML 41K
88: R72 Income Taxes (Schedule of Components of Income Tax HTML 57K
Expense or Benefit) (Details)
89: R73 Income Taxes (Reconciliation of Tax Rates) HTML 54K
(Details)
90: R74 Income Taxes (Schedule of Deferred Tax Assets) HTML 69K
(Details)
91: R75 Income Taxes (Narrative) (Details) HTML 64K
92: R76 Income Taxes (Unrecognized Tax Benefit Activity) HTML 39K
(Details)
93: R77 Commitments and Contingencies (Details) HTML 35K
94: R78 Shareholders' Equity (Narrative) (Details) HTML 48K
95: R79 Stock Options and Restricted Shares (Narrative) HTML 50K
(Details)
96: R80 Stock Options and Restricted Shares (Stock-based HTML 40K
Compensation) (Details)
97: R81 Stock Options and Restricted Shares (Summary of HTML 56K
Outstanding Stock Options) (Details)
98: R82 Stock Options and Restricted Shares (Summary of HTML 40K
Exercise Price Range) (Details)
99: R83 Stock Options and Restricted Shares (Schedule of HTML 55K
Performance-Vesting Restricted Stock and Time
Vesting-Restricted Stock) (Details)
100: R84 Stock Options and Restricted Shares (Summary of HTML 41K
Unrecognized Compensation Cost) (Details)
101: R85 Segment Data (Reconciliation of Segment HTML 80K
Operations) (Details)
102: R86 Segment Data (Reconciliation of Segment Assets and HTML 49K
Liabilities) (Details)
103: R87 Segment Data (Additional Information) (Details) HTML 42K
104: R88 Acquisition (Narrative) (Details) HTML 83K
105: R89 Acquisition - Schedule of Preliminary Allocation HTML 103K
of Purchase Consideration to Fair Value of Assets
Acquired and Liabilities Assumed (Details)
106: R90 ACQUISITION - Schedule of Intangible Assets HTML 44K
Acquired at Date of Acquisition (Details)
107: R91 Quarterly Financial Data (Unaudited) (Details) HTML 81K
108: R92 Quarterly Financial Data (Unaudited) HTML 33K
(Parenthetical) (Details)
111: XML IDEA XML File -- Filing Summary XML 214K
109: XML XBRL Instance -- oesx-20230331_htm XML 5.15M
110: EXCEL IDEA Workbook of Financial Report Info XLSX 205K
15: EX-101.CAL XBRL Calculations -- oesx-20230331_cal XML 270K
13: EX-101.DEF XBRL Definitions -- oesx-20230331_def XML 815K
12: EX-101.LAB XBRL Labels -- oesx-20230331_lab XML 1.77M
16: EX-101.PRE XBRL Presentations -- oesx-20230331_pre XML 1.37M
14: EX-101.SCH XBRL Schema -- oesx-20230331 XSD 249K
112: JSON XBRL Instance as JSON Data -- MetaLinks 562± 922K
113: ZIP XBRL Zipped Folder -- 0000950170-23-027474-xbrl Zip 577K
| EX-4.1 |
ORION ENERGY SYSTEMS, INC.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 230,000,000 shares, consisting of 200,000,000 shares of common stock, no par value per share, and 30,000,000 shares of preferred stock, par value $0.01 per share.
The description below summarizes the material terms of our common stock, preferred stock and provisions of our amended and restated articles of incorporation and amended and restated bylaws. This description is only a summary. For more detailed information, you should refer to our amended and restated articles of incorporation and bylaws filed as exhibits to our most recent Annual Report on Form 10-K.
Common Stock
Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders and do not have cumulative voting rights. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of outstanding preferred stock. Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to receive proportionately our net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock are fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.
Preferred Stock
Our board of directors is authorized to issue from time to time up to 30 million shares of preferred stock in one or more series without shareholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until our board of directors determines the specific rights associated with that preferred stock. The effects of issuing preferred stock could include one or more of the following:
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decreasing the amount of earnings and assets available for distribution to holders of common stock; |
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restricting dividends on the common stock; |
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diluting the voting power of the common stock; |
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impairing the liquidation rights of the common stock; or |
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delaying, deferring or preventing changes in our control or management. |
Wisconsin Anti-Takeover Law and Certain Articles of Incorporation and Bylaw Provisions
Wisconsin law and our amended and restated articles of incorporation and amended and restated bylaws that will be effective upon closing of this offering contain provisions that could delay or prevent a change of control of our company or changes in our board of directors that our shareholders might consider favorable. The following is a summary of these provisions.
Amended and Restated Articles of Incorporation and Amended and Restated Bylaws
Classified board of directors; removal of directors for cause. Our amended and restated articles of incorporation and amended and restated bylaws provide that our board of directors is divided into three classes, with the term of office of each class expiring at successive annual meetings of shareholders. At each annual meeting of shareholders, each director is elected for a term ending on the date of the third annual shareholders’ meeting
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following the annual shareholders’ meeting at which such director was elected and until his or her successor shall be elected and shall qualify, subject to prior death, resignation or removal from office.
Our amended and restated articles of incorporation also provide that the affirmative vote of shareholders possessing at least 75% of the voting power of the then outstanding shares of our capital stock is required to amend, alter, change or repeal, or to adopt any provision inconsistent with, the relevant sections of the bylaws establishing the classified board. The board of directors (or its remaining members, even if less than a quorum) is also empowered to fill vacancies on the board of directors occurring for any reason for the remainder of the term of the class of directors in which the vacancy occurred, unless the vacancy was caused by the action of shareholders (in which event such vacancy will be filled by the shareholders and may not be filled by the directors).
Members of the board of directors may be removed only for cause at a meeting of the shareholders called for the purpose of removing the director, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director and must state the alleged cause upon which the director’s removal would be based.
These provisions are likely to increase the time required for shareholders to change the composition of our board of directors. For example, in general, at least two annual meetings will be necessary for shareholders to effect a change in a majority of the members of our board of directors.
Advance notice provisions for shareholder proposals and shareholder nominations of directors. Our amended and restated bylaws provide that, for nominations to the board of directors or for other business to be properly brought by a shareholder before a meeting of shareholders, the shareholder must first have given timely notice of the proposal in writing to our secretary. For an annual meeting, a shareholder’s notice generally must be delivered on or before December 31 of the year immediately preceding the annual meeting, unless the date of the annual meeting is on or after May 1 in any year, in which case notice must be received not later than the close of business on the day which is determined by adding to December 31 of the year immediately preceding such annual meeting the number of days starting with May 1 and ending on the date of the annual meeting in such year. Detailed requirements as to the form of the notice and information required in the notice are specified in the amended and restated bylaws. If it is determined that business was not properly brought before a meeting in accordance with our amended and restated bylaws, such business will not be conducted at the meeting.
Wisconsin Business Corporation Law
Sections 180.1140 to 180.1144 of the Wisconsin Business Corporation Law, or the WBCL, restrict a broad range of business combinations between a Wisconsin corporation and an “interested stockholder” for a period of three years unless specified conditions are met. The WBCL defines a “business combination” as including certain mergers or share exchanges, sales of assets, issuances of stock or rights to purchase stock and other related party transactions. An “interested stockholder” is a person who beneficially owns, directly or indirectly, 10% of the outstanding voting stock of a corporation or who is an affiliate or associate of the corporation and beneficially owned 10% of the voting stock within the last three years. During the initial three-year period after a person becomes an interested stockholder in a Wisconsin corporation, with some exceptions, the WBCL prohibits a business combination with the interested stockholder unless the corporation’s board of directors approved the business combination or the acquisition of the stock by the interested stockholder prior to the acquisition date. Following this three-year period, the WBCL also prohibits a business combination with an interested stockholder unless:
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the board of directors approved the acquisition of the stock prior to the acquisition date; |
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the business combination is approved by a majority of the outstanding voting stock not owned by the interested stockholder; |
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the consideration to be received by shareholders meets certain requirements of the statute with respect to form and amount; or |
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the business combination is of a type specifically excluded from the coverage of the statute. |
Sections 180.1130 to 180.1133 of the WBCL govern certain mergers or share exchanges between public Wisconsin corporations and significant shareholders, and sales of all or substantially all of the assets of public Wisconsin corporations to significant shareholders. These transactions must be approved by 80% of all shareholders and two-thirds of shareholders other than the significant shareholder, unless the shareholders receive a statutory “fair price.” Section 180.1130 of the WBCL generally defines a “significant shareholder” as the beneficial owner of 10% or more of the voting power of the outstanding voting shares, or an affiliate of the corporation who beneficially owned 10% or more of the voting power of the then outstanding shares within the last two years.
Section 180.1150 of the WBCL provides that in particular circumstances the voting power of shares of a public Wisconsin corporation held by any person in excess of 20% of the voting power is limited to 10% of the voting power these excess shares would otherwise have. Full voting power may be restored if a majority of the voting power of shares represented at a meeting, including those held by the party seeking restoration, are voted in favor of the restoration. This voting restriction does not apply to shares acquired directly from the corporation.
Section 180.1134 of the WBCL requires shareholder approval for some transactions in the context of a tender offer or similar action for more than 5% of any class of a Wisconsin corporation’s stock. Shareholder approval is required for the acquisition of more than 5% of the corporation’s stock at a price above market value from any person who holds more than 3% of the voting shares and has held the shares for less than two years, unless the corporation makes an equal offer to acquire all shares. Shareholder approval is also required for the sale or option of assets that amount to at least 10% of the market value of the corporation, but this requirement does not apply if the corporation has at least three independent directors and a majority of the independent directors vote not to have this provision apply to the corporation.
Limitations of Directors’ Liability and Indemnification
Our amended and restated bylaws provide that, to the fullest extent permitted or required by Wisconsin law, we will indemnify all of our directors and officers, any trustee of any of our employee benefit plans, and person who is serving at our request as a director, officer, employee or agent of another entity, against certain liabilities and losses incurred in connection with these positions or services. We will indemnify these parties to the extent the parties are successful in the defense of a proceeding and in proceedings in which the party is not successful in defense of the proceeding unless, in the latter case only, it is determined that the party breached or failed to perform his or her duties to us and this breach or failure constituted:
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a willful failure to deal fairly with us or our shareholders in connection with a matter in which the director or officer has a material conflict of interest; |
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a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was unlawful; |
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a transaction from which the director or officer derived an improper personal profit; or |
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willful misconduct. |
Our amended and restated bylaws provide that we are required to indemnify our directors and executive officers and may indemnify our employees and other agents to the fullest extent required or permitted by Wisconsin law. Additionally, our amended and restated bylaws require us under certain circumstances to advance reasonable expenses incurred by a director or officer who is a party to a proceeding for which indemnification may be available.
Wisconsin law further provides that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance to the extent required or permitted under Wisconsin law for any liability incurred in connection with a proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities.
Under Wisconsin law, a director is not personally liable for breach of any duty resulting solely from his or her status as a director, unless it is proved that the director’s conduct constituted conduct described in the bullet points
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above. In addition, we maintain directors’ and officers’ liability insurance that will insure against certain liabilities, subject to applicable restrictions.
NASDAQ Capital Market Listing
Our common stock is listed on the NASDAQ Capital Market under the symbol “OESX.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is EQ Shareowner Services.
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