8-k dated 01-22-2009
Item 1.01 Entry into a Material Definitive Agreement
On January 15, 2009, we issued warrants to acquire a total of 15,879,450 shares of our common stock to the holders of our Series B Convertible Notes, in lieu of the payment of cash interest in the aggregate amount of $317,589. These warrants were issued at a rate of $.02 per share, with an exercise price of $.067 per share. These warrants contain a cashless exercise feature that first applies one year after issuance if the resale of the underlying shares is not covered by an effective registration statement. These warrants have a term of three years and benefit from antidilution protection. The form of warrant is substantially the same as the September 2008 Warrant filed as Exhibit 4.2 to the Form 8-K filed with the SEC on September 18, 2008, except as described herein.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 1.01 is incorporated into this Item 3.02 by reference. The warrants described herein were issued as restricted securities exempt from registration under Section 4(2) of the Securities Act and Regulation D thereunder.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective January 16, 2009, Open Energy Corporation, a Nevada corporation ("we," "us, "our, or the "Company") changed its name from Open Energy Corporation to Applied Solar, Inc. The name change was effected through the merger of our wholly-owned subsidiary, Applied Solar, Inc., a Nevada corporation, with and into us pursuant to articles of merger, a copy of which is filed as Exhibit 3.1 to this report and incorporated herein by reference. Neither the merger nor the amendment of our articles of incorporation to change our name required shareholder approval under applicable Nevada law.
Following the name change referenced above, on January 20, 2009, we amended our articles of incorporation to increase the number of shares of common stock we are authorized to issue from 1,125,000,000 to 3,000,000,000. We effected the increase by filing an amendment to our articles of incorporation with the Nevada Secretary of State, a copy of which is filed as Exhibit 3.2 to this report and incorporated herein by reference.
