Statistiche di base
| CIK | 1372664 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Comverge, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| February 8, 2013 |
COMV / Comverge, Inc. / S Squared Technology, LLC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 d466166dsc13ga.htm SCHEDULE 13G/A OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response………..11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Comverge, Inc. (Name of Issuer) Common Stock; $.001 par value (Title of Class of Securities) 2 |
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| February 8, 2013 |
AGREEMENT JOINT FILING OF SCHEDULE 13G Agreement among SST, Seymour and Kenneth to file this statement jointly EXHIBIT A AGREEMENT JOINT FILING OF SCHEDULE 13G The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities, and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. |
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| February 6, 2013 |
COMV / Comverge, Inc. / ARDSLEY ADVISORY PARTNERS - COMVERGE, INC. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Comverge, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 205859101 (CUSIP Number) Ardsley Advisory Partners 262 Harbor Drive, 4th Floor Stamford, CT 06902 Attention: Steven Napoli (203) 564-4230 (Name, Address and Telep |
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| June 4, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-33399 Comverge, Inc. (Exact name of registrant as specified in its char |
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| May 23, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on May 23, 2012 Registration No. |
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| May 23, 2012 |
POS AM As filed with the Securities and Exchange Commission on May 23, 2012 Registration No. |
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| May 23, 2012 |
As filed with the Securities and Exchange Commission on May 23, 2012 Registration No. |
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| May 23, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on May 23, 2012 Registration No. |
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| May 18, 2012 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION COMVERGE, INC. ARTICLE ONE EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMVERGE, INC. ARTICLE ONE The name of the corporation is Comverge, Inc. ARTICLE TWO The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. ARTICL |
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| May 18, 2012 |
COMVERGE AND H.I.G. CAPITAL ANNOUNCE COMPLETION OF MERGER Exhibit 99.1 COMVERGE AND H.I.G. CAPITAL ANNOUNCE COMPLETION OF MERGER NORCROSS, GA and MIAMI, FL – May 16, 2012 - Comverge, Inc. (Nasdaq: COMV) (“Comverge”) and H.I.G. Capital, LLC (“H.I.G.”), a leading global private equity investment firm, today announced that they have successfully completed the acquisition of Comverge by affiliates of H.I.G. The subsequent offering period of the tender offer |
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| May 18, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 15, 2012 COMVERGE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33399 22-3543611 (State or other jurisdiction of incorporation or organization) (Commiss |
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| May 18, 2012 |
BY-LAWS COMVERGE, INC. A Delaware corporation (Adopted as of May 15, 2012) ARITCLE I EX-3.2 3 d355997dex32.htm EX-3.2 Exhibit 3.2 BY-LAWS OF COMVERGE, INC. A Delaware corporation (Adopted as of May 15, 2012) ARITCLE I OFFICES Section 1 Registered Office. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust C |
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| May 15, 2012 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| May 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Comverge, Inc. (Name of Subject Company (Issuer)) Peak Merger Corp. (Name of Filing Person – Offeror) Peak Holding Corp. (Name of Filing Person – Offeror) H.I.G. Bayside Debt & LBO Fund II, L.P. H.I.G. |
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| May 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2012 or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33399 Comverge, |
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| May 10, 2012 |
Comverge Reports First Quarter 2012 Financial Results Exhibit 99.1 Comverge Reports First Quarter 2012 Financial Results Norcross, GA., May 10, 2012 - Comverge, Inc. (NASDAQ: COMV), the leading provider of Intelligent Energy Management (IEM) solutions for Residential and Commercial + Industrial customers, today announced first quarter 2012 financial and operating results. First quarter revenues for 2012 were $32.6 million compared to $18.6 million in |
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| May 10, 2012 |
SC TO-T/A 1 d350880dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Comverge, Inc. (Name of Subject Company (Issuer)) Peak Merger Corp. (Name of Filing Person - Offeror) Peak Holding Corp. (Name of Filing Person - Offeror) H.I.G |
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| May 10, 2012 |
Comverge and H.I.G. Capital Announce Satisfaction of the Minimum Condition in EX-99.(a)(1)(J) Exhibit (a)(1)(J) Comverge and H.I.G. Capital Announce Satisfaction of the Minimum Condition in the Tender Offer for Shares of Comverge, Inc., Acceptance for Purchase of All Shares Tendered and Commencement of a Subsequent Offering Period NORCROSS, GA and MIAMI, FL – May 10, 2012 – Comverge, Inc. (Nasdaq: COMV) (“Comverge” or the “Company”) and H.I.G. Capital, LLC (“H.I.G.”), a lea |
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| May 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| May 10, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest reported event): May 10, 2012 Commission File No. 001-33399 COMVERGE, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-3543611 (State or other jurisdiction of Incorporation or o |
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| May 9, 2012 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Comverge, Inc. (Name of Subject Company (Issuer)) Peak Merger Corp. (Name of Filing Person - Offeror) Peak Holding Corp. (Name of Filing Person - Offeror) H.I.G. Bayside Debt & LBO Fund II, L |
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| May 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| May 9, 2012 |
EX-99.(a)(1)(I) Exhibit (a)(1)(I) CONTACT: Brian Schwartz Executive Managing Director [email protected] H.I.G. Capital 1450 Brickell Avenue 31st Floor Miami, FL 33131 P 305.379.2322 F 305.379.2013 www.higcapital.com H.I.G. Capital Announces Extension of Tender Offer for Shares of Comverge, Inc. Tender offer now scheduled to expire at 5:00 p.m., New York City time, on Wednesday, May 9, 2012 |
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| May 9, 2012 |
SC 14D9/A 1 d350334dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) COMVERGE, INC. (Name of Subject Company) COMVERGE, INC. (Name of Person(s) Filing Statement) Common Stock, $0.001 Par Value Per Share (Title |
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| May 8, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| May 8, 2012 |
EX-99.(a)(24) Exhibit (a)(24) COMVERGE, INC. PROVIDES UPDATE ON TRANSACTION WITH H.I.G. CAPITAL Delaware Court Denies Plaintiffs’ Attempt to Enjoin Transaction Board of Directors Urges Comverge Stockholders to Tender Their Shares into H.I.G. Capital Offer—Tender Offer Expires Tonight at Midnight NORCROSS, Ga., May 8, 2012 — Comverge, Inc. (Nasdaq:COMV) (“Comverge”) today announced that the Delawar |
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| May 8, 2012 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Comverge, Inc. (Name of Subject Company (Issuer)) Peak Merger Corp. (Name of Filing Person—Offeror) Peak Holding Corp. (Name of Filing Person—Offeror) H.I.G. Bayside Debt & LBO Fund II, L.P. |
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| May 1, 2012 |
- SCHEDULE 14D-9, AMENDMENT NO. 4 SC 14D9/A 1 d342937dsc14d9a.htm SCHEDULE 14D-9, AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) COMVERGE, INC. (Name of Subject Company) COMVERGE, INC. (Name of Person(s) Filing Statement) Common Stock, $0.001 Par |
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| May 1, 2012 |
EX-99.(A)(23) 2 d342937dex99a23.htm PRESS RELEASE Exhibit (a)(23) COMVERGE, INC. ISSUES OPEN LETTER TO STOCKHOLDERS Board of Directors Urges Comverge Stockholders to Tender Their Shares Into H.I.G. Capital Offer Norcross, GA, May 1, 2012 – Comverge, Inc. (Nasdaq: COMV) (“Comverge” or “the Company”) today issued a letter to its stockholders from the Comverge Board of Directors. The full text of the |
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| May 1, 2012 |
SC 14D9/A 1 d341640dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) COMVERGE, INC. (Name of Subject Company) COMVERGE, INC. (Name of Person(s) Filing Statement) Common Stock, $0.001 Par Value Per Share (Title |
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| May 1, 2012 |
Exhibit (a)(22) 5390 Triangle Parkway Suite 300 Norcross, GA 30092 Energy Industry Veteran Brent Dreher Joins Comverge as Senior Vice President Utility Sales Dreher Joins Comverge to Help Company Capitalize on Growing Demand for Intelligent Energy Management Solutions Norcross, GA, April 27, 2012—Comverge, Inc. |
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| April 30, 2012 |
Form 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 26, 2012 |
Comverge, Inc. Announces End of “Go-Shop” Period EX-99.(a)(21) Exhibit (a)(21) 5390 Triangle Parkway Suite 300 Norcross, GA 30092 Comverge, Inc. Announces End of “Go-Shop” Period Norcross, GA, April 26, 2012 - Comverge, Inc. (Nasdaq: COMV) (“Comverge”) today announced that it did not exercise its option to extend the “go-shop” period during which Comverge had been permitted to solicit alternative acquisition proposals from third parties (the “Go |
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| April 26, 2012 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| April 26, 2012 |
SEVENTH AMENDMENT LOAN AND SECURITY AGREEMENT EX-99.(e)(12) Exhibit (e)(12) SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Seventh Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April 18, 2012, by and among SILICON VALLEY BANK (“Bank”), COMVERGE, INC., a Delaware corporation (“Comverge”), ENERWISE GLOBAL TECHNOLOGIES, INC., a Delaware corporation (“Enerwise”), COMVERGE GIANTS, LLC, a Delaware limited |
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| April 26, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| April 23, 2012 |
EX-99.(A)(5)(I) Exhibit (a)(5)(I) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JOE CUNNINGHAM, on Behalf of Himself ) and All Others Similarly Situated, ) ) Plaintiff, ) C.A. No. ) v. ) ) COMVERGE, INC., R. BLAKE YOUNG, ) ALEC G. DREYER, NORA MEAD ) BROWNELL, JOSEPH M. O’DONNELL, A. ) LAURENCE JONES, JOHN T. ) MCCARTER, JOHN S. REGO, RUDOLF J. ) HOEFLING, DAVID R. KUZMA, JAMES J. ) MOORE, H.I |
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| April 23, 2012 |
SC TO-T/A 1 d338343dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Comverge, Inc. (Name of Subject Company (Issuer)) Peak Merger Corp. (Name of Filing Person—Offeror) Peak Holding Corp. (Name of Filing Person—Offeror) H.I.G. Ba |
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| April 23, 2012 |
MODIFICATION LOAN AND SECURITY AGREEMENT Exhibit (d)(12) EXECUTION VERSION MODIFICATION TO LOAN AND SECURITY AGREEMENT This Modification to Loan and Security Agreement (this “Amendment”) is entered into as of April 18, 2012, by and among GRACE BAY HOLDINGS II, LLC (“Grace Bay”), COMVERGE, INC. |
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| April 23, 2012 |
Exhibit (a)(5)(H) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE COMVERGE, INC. |
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| April 23, 2012 |
AMENDMENT NO. 1 NOTE PURCHASE AND SECURITY AGREEMENT EX-99.(D)(4) 4 d338343dex99d4.htm EX-99.(D)(4) Exhibit (d)(4) EXECUTION VERSION AMENDMENT NO. 1 TO NOTE PURCHASE AND SECURITY AGREEMENT This Amendment No. 1 to Note Purchase and Security Agreement (this “Amendment”) is entered into as of April 18, 2012, by and among COMVERGE, INC., a Delaware corporation (“Comverge”), ENERWISE GLOBAL TECHNOLOGIES, INC., a Delaware corporation (“Enerwise”), COMVERG |
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| April 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Comverge, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 205859101 (CUSIP Number) STEVEN WOLOSKY, ESQ. O |
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| April 12, 2012 |
EX-99.(a)(15) Exhibit (a)(15) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ADAM WALKER, on Behalf of Himself and All ) Others Similarly Situated, ) ) Plaintiff, ) ) Civil Action No. vs. ) ) COMVERGE, INC., R. BLAKE YOUNG, ALEC ) G. DREYER, NORA MEAD BROWNELL, ) JOSEPH M. O’DONNELL, A. LAURENCE ) JONES, JOHN T. MCCARTER, JOHN S. REGO, ) RUDOLF J. HOEFLING, DAVID R. KUZMA, ) JAMES J. MOORE, H.I |
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| April 12, 2012 |
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER Exhibit (e)(2) AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of April 5, 2012, by and among Peak Holding Corp., a Delaware corporation (“Parent”), Peak Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Comverge, Inc., a Delaware corporation (the “Company”). WH |
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| April 12, 2012 |
EX-99.(a)(13) Exhibit (a)(13) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE GARY K. SCHULTZ, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) ) v. ) Civil Action No. ) ) R. BLAKE YOUNG, NORA MEAD ) BROWNELL, ALEC G. DREYER, ) RUDOLF J. HOEFLING, A. LAURENCE ) JONES, DAVID R. KUZMA, JOHN ) MCCARTER, JAMES J. MOORE, JOSEPH ) M. O’DONNELL, JOHN S. REGO, ) COMVERGE, |
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| April 12, 2012 |
FILED IN OFFICE CLERK SUPERIOR COURT GWINNETT COUNTY, GA 2012 APR-3 PM 2:57 RICHARD ALEXANDER, CLERK Exhibit (a)(18) FILED IN OFFICE CLERK SUPERIOR COURT GWINNETT COUNTY, GA 2012 APR-3 PM 2:57 RICHARD ALEXANDER, CLERK IN THE SUPERIOR COURT OF GWINNETT COUNTY STATE OF GEORGIA JOE CUNNINGHAM, on Behalf of Himself and All Others Similarly Situated, : : Civil Action No. |
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| April 12, 2012 |
SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 COMVERGE, INC. |
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| April 12, 2012 |
EX-99.(a)(14) Exhibit (a)(14) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE SARAVANAN SOMLINGA, On Behalf of Himself and ) All Others Similarly Situated, ) ) Plaintiff, ) C.A. No. ) v. ) ) ALEC G. DREYER, JOSEPH M. O’DONNELL, JOHN ) McCARTER, R. BLAKE YOUNG, NORA MEAD ) BROWNELL, A. LAURENCE JONES, JOHN REGO, ) RUDOLF J. HOEFLING, DAVID R. KUZMA, JAMES ) J. MOORE, COMVERGE, INC., PEAK MERGER ) |
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| April 12, 2012 |
EX-99.(a)(11) Exhibit (a)(11) [Comverge, Inc. Letterhead] April 11, 2012 Dear Stockholder: On behalf of the Board of Directors of Comverge, Inc. (the “Company”), we are pleased to inform you that on March 26, 2012, the Company entered into a definitive merger agreement (the “Merger Agreement”) to be acquired by Peak Holding Corp, a Delaware corporation (“Parent”) and Peak Merger Corp., a Delaware |
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| April 12, 2012 |
EX-99.(a)(8) Exhibit (a)(8) Press Release For Immediate Release: 4/11/2012 Affiliates of H.I.G. Capital Commence $1.75 Per Share Tender Offer for All Outstanding Shares of Comverge, Inc. MIAMI, FL and NORCROSS, GA, April 11, 2012 – Comverge, Inc. (Nasdaq: COMV) (“Comverge” or the “Company”) and H.I.G. Capital, LLC, a leading global private investment firm, today announced that Peak Merger Corp. an |
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| April 12, 2012 |
EX-99.(a)(16) Exhibit (a)(16) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE VENKATESWARA KANAKAMEDALA, Individually and on behalf of all others similarly situated, Plaintiff, v. C.A. No. R. BLAKE YOUNG, ALEC G. DREYER, NORA MEAD BROWNELL, RUDOLF J. HOEFLING, A. LAURENCE JONES, DAVID R. KUZMA, JOHN T. MCCARTER, JAMES J. MOORE, JR., JOSEPH M. O’DONNELL, JOHN S. REGO, COMVERGE, INC., PEAK HOLDING |
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| April 12, 2012 |
MODIFICATION LOAN AND SECURITY AGREEMENT EX-99.(e)(7) Exhibit (e)(7) EXECUTION VERSION MODIFICATION TO LOAN AND SECURITY AGREEMENT This Modification to Loan and Security Agreement (this “Amendment”) is entered into as of April 3, 2012, by and among GRACE BAY HOLDINGS II, LLC (“Grace Bay”), COMVERGE, INC., a Delaware corporation (“Comverge”), ENERWISE GLOBAL TECHNOLOGIES, INC., a Delaware corporation (“Enerwise”), COMVERGE GIANTS, LLC, a |
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| April 12, 2012 |
EX-99.(a)(17) Exhibit (a)(17) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ADRIENNE COHEN, ) ) Plaintiff, ) ) v. ) ) C.A. No. R. BLAKE YOUNG, NORA M. ) BROWNELL, ALEC G. DREYER, ) RUDOLF J. HOEFLING, A. LAURENCE ) JONES, DAVID R. KUZMA, JOHN ) MCCARTER, JAMES J. MOORE, ) JOSEPH M. O’DONNELL, JOHN REGO, ) COMVERGE, INC., PEAK HOLDING ) CORP., PEAK MERGER CORP. and ) H.I.G. CAPITAL, L.L.C., ) ) |
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| April 12, 2012 |
Exhibit (a)(12) IN THE SUPERIOR COURT OF GWINNETT COUNTY STATE OF GEORGIA STOURBRIDGE INVESTMENTS LLC, individually, and on behalf of all others similarly situated, Plaintiff, C. |
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| April 11, 2012 |
EX-99.(a)(1)(C) Exhibit 99.(a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of COMVERGE, INC. at $1.75 NET PER SHARE Pursuant to the Offer to Purchase dated April 11, 2012 by PEAK MERGER CORP., a wholly-owned subsidiary of PEAK HOLDING CORP. an affiliate of H.I.G. BAYSIDE DEBT & LBO FUND II, L.P. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIM |
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| April 11, 2012 |
EX-99.(a)(1)(E) Exhibit 99.(a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of COMVERGE, INC. at $1.75 NET PER SHARE Pursuant to the Offer to Purchase dated April 11, 2012 by PEAK MERGER CORP., a wholly-owned subsidiary of PEAK HOLDING CORP. an affiliate of H.I.G. BAYSIDE DEBT & LBO FUND II, L.P. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME |
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| April 11, 2012 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Comverge, Inc. (Name of Subject Company (Issuer)) Peak Merger Corp. (Name of Filing Person - Offeror) Peak Holding Corp. (Name of Filing Person - Offeror) H.I.G. Bayside Debt & LBO Fund II, L.P. H.I.G. Bayside A |
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| April 11, 2012 |
EX-99.(a)(1)(F) Exhibit 99.(a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated April 11, 2012, and the related Letter of Transmittal and any amendments or supplements thereto. Purchaser (as defined below) is not aware of any jurisdiction in which the |
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| April 11, 2012 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest reported event): April 7, 2012 Commission File No. 001-33399 COMVERGE, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-3543611 (State or other jurisdiction of Incorporation |
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| April 11, 2012 |
EX-99.(a)(1)(B) Exhibit 99.(a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of COMVERGE, INC., a Delaware corporation at $1.75 NET PER SHARE Pursuant to the Offer to Purchase dated April 11, 2012 by PEAK MERGER CORP., a Delaware corporation a wholly-owned subsidiary of PEAK HOLDING CORP., a Delaware corporation an affiliate of H.I.G. BAYSIDE DEBT & LBO FUND II, L.P. THE OFFER AND W |
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| April 11, 2012 |
EX-99.(d)(9) Exhibit 99.(d)(9) NON-DISCLOSURE AGREEMENT THIS AGREEMENT is made as of the 15th day of November, 2011 by and between COMVERGE, Inc., a corporation organized under the laws of Delaware (“COMVERGE”) and H.I.G. Middle Market, LLC, a company located at 1450 Brickell Avenue, 3lst Floor, Miami, FL 33131 (“H.I.G.”). COMVERGE and H.I.G. are individually referred to as a “Party” and collectiv |
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| April 11, 2012 |
EX-99.(a)(1)(D) Exhibit 99.(a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of COMVERGE, INC. at $1.75 NET PER SHARE Pursuant to the Offer to Purchase dated April 11, 2012 by PEAK MERGER CORP., a wholly-owned subsidiary of PEAK HOLDING CORP. an affiliate of H.I.G. BAYSIDE DEBT & LBO FUND II, L.P. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME |
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| April 11, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest reported event): March 8, 2012 Commission File No. 001-33399 COMVERGE, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-3543611 (State or other jurisdiction of |
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| April 11, 2012 |
EX-99.(a)(1)(A) Table of Contents Exhibit 99.(a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of COMVERGE, INC. at $1.75 Net Per Share by PEAK MERGER CORP., a wholly-owned subsidiary of PEAK HOLDING CORP., an affiliate of H.I.G. BAYSIDE DEBT & LBO FUND II, L.P. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON MAY 8, 20 |
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| April 11, 2012 |
STRICTLY PRIVATE AND CONFIDENTIAL EX-99.(d)(10) Exhibit 99.(d)(10) STRICTLY PRIVATE AND CONFIDENTIAL January 26, 2012 Board of Directors Comverge, Inc. 5390 Triangle Parkway, Suite 300 Norcross, GA 30092 Ladies and Gentlemen: H.I.G. Middle Market, LLC (“H.I.G.”), is pleased to be given the opportunity to proceed on our proposal of a possible acquisition of Comverge, inc. (the “Company”), on the terms and subject to the conditions |
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| April 10, 2012 |
SC 13G/A 1 s13ga041012-comverge.htm AMENDMENT S13 G/A NO. 3 FOR ARTIS CAPITAL MANAGEMENT LP - COMVERGE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Comverge, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 205859101 (CUSIP Number) March 29, 2012 (Date of |
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| March 28, 2012 |
Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D originally filed on March 28, 2012 (including amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Comverge, Inc. This |
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| March 28, 2012 |
EX-99.1 2 ex991to13d0773802403192012.htm LETTER TO THE BOARD OF DIRECTORS Exhibit 99.1 March 28, 2012 By Facsimile and Overnight Courier Comverge, Inc. 5390 Triangle Parkway, Suite 300 Norcross, GA 30092 Attn: Board of Directors: R. Blake Young Nora Mead Brownell Alec G. Dreyer Rudolf J. Hoefling A. Laurence Jones David R. Kuzma John T. McCarter James J. Moore Joseph M. O'Donnell John S. Rego Dear |
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| March 28, 2012 |
COMV / Comverge, Inc. / Raging Capital Management, LLC - SCHEDULE 13D Activist Investment SC 13D 1 sc13d0773802403192012.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Comverge, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) |
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| March 28, 2012 |
Exhibit 99.3 POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby constitutes and appoints Frederick C. Wasch signing singly, the undersigned's true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned all documents relating to the business of Raging Capital Management, LLC, Raging Capital Fund, LP and Raging Capital Fund (QP), LP, including, |
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| March 26, 2012 |
COMV / Comverge, Inc. / Grace Bay Holdings II, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Comverge, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 205859101 (Cusip Number) Brian S |
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| March 26, 2012 |
EX-10.4 EXHIBIT 10.4 EXECUTION VERSION FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of March 26, 2012 by and among Comverge, Inc., a Delaware corporation, (“Comverge”), Alternative Energy Resources, Inc., a Delaware corporation (“AER”), Enerwise Global Technologies, Inc., a Delaware corporation (“Enerwise”), Comverge Giants, LLC, a Delaware limited liabili |
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| March 26, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2012 COMVERGE, INC. |
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| March 26, 2012 |
EX-99.4 Exhibit 99.4 EXECUTION VERSION Assignment and Assumption This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the mean |
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| March 26, 2012 |
SCHEDULE 13D JOINT FILING AGREEMENT EX-99.1 Exhibit 99.1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Amendment No. 1 to Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreemen |
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| March 26, 2012 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG PEAK HOLDING CORP. PEAK MERGER CORP. AND COMVERGE, INC. Dated as of March 26, 2012 NO AGREEMENT, ORAL OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS COVERED BY THIS DRAFT HAS BEEN ENTERED INTO BETWEEN THE PARTIES. THIS DOCUMENT, IN ITS PRESENT FORM OR AS IT MAY BE HEREAFTER REVISED BY ANY PARTY, WILL NOT BECOME A BINDING AGREEME |
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| March 26, 2012 |
EX-10.3 EXHIBIT 10.3 EXECUTION VERSION FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of March 26, 2012 by and among Comverge, Inc., a Delaware corporation, (“Comverge”), Alternative Energy Resources, Inc., a Delaware corporation (“AER”), Enerwise Global Technologies, Inc., a Delaware corporation (“Enerwise”), Comverge Giants, LLC, a Delaware limited liabili |
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| March 26, 2012 |
FORBEARANCE AND SIXTH AMENDMENT AGREEMENT EX-10.2 EXHIBIT 10.2 Execution Copy FORBEARANCE AND SIXTH AMENDMENT AGREEMENT THIS FORBEARANCE AND SIXTH AMENDMENT AGREEMENT, dated as of March 26, 2012 (this “Agreement”), is entered into by and among SILICON VALLEY BANK (“Bank”), COMVERGE, INC., a Delaware corporation (“Comverge”), ENERWISE GLOBAL TECHNOLOGIES, INC., a Delaware corporation (“Enerwise”), COMVERGE GIANTS, LLC, a Delaware limited l |
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| March 26, 2012 |
EX-99.1 Exhibit 99.1 Comverge Enters Into Definitive Agreement to be Acquired by H.I.G. Capital Immediate Cash Value of $1.75 Per Share Preserves Stockholder Value Transaction Concludes Extensive Review of Financing and Strategic Alternatives and Addresses Immediate Need for Capital Comverge to Solicit Alternative Acquisition Proposals from Third Parties for a Period of 30 Days NORCROSS, Ga., Marc |
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| March 26, 2012 |
EX-99.1 Exhibit 99.1 Comverge Enters Into Definitive Agreement to be Acquired by H.I.G. Capital Immediate Cash Value of $1.75 Per Share Preserves Stockholder Value Transaction Concludes Extensive Review of Financing and Strategic Alternatives and Addresses Immediate Need for Capital Comverge to Solicit Alternative Acquisition Proposals from Third Parties for a Period of 30 Days NORCROSS, Ga., Marc |
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| March 26, 2012 |
EX-3.1 EXHIBIT 3.1 CERTIFICATE OF DESIGNATIONS OF THE CLASS A 15% PARTICIPATING CONVERTIBLE PREFERRED STOCK (Par Value $0.01) OF COMVERGE, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Comverge, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Sectio |
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| March 26, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 COMVERGE, INC. |
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| March 26, 2012 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION NOTE PURCHASE AND SECURITY AGREEMENT by and among COMVERGE, INC., ENERWISE GLOBAL TECHNOLOGIES, INC., COMVERGE GIANTS, LLC, PUBLIC ENERGY SOLUTIONS, LLC, PUBLIC ENERGY SOLUTIONS NY, LLC, CLEAN POWER MARKETS, INC., and ALTERNATIVE ENERGY RESOURCES, INC., as Issuers THE PURCHASERS THAT ARE SIGNATORIES HERETO, as the Purchasers, and PEAK HOLDING CORP., as Note A |
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| March 26, 2012 |
SC TO-C 1 d321364dsctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Comverge, Inc. (Name of Subject Company (Issuer)) Peak Merger Corp. (Name of Filing Person—Offeror) Peak Holding Corp. (Name of Filing Person—Offeror) H.I.G. Bayside Debt & LBO Fund I |
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| March 26, 2012 |
EX-99.10 Exhibit 99.10 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Richard H. Siegel and Brian Schwartz, each of the law firm of Kirkland & Ellis LLP, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of shares of Common S |
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| March 22, 2012 |
Termination of a Material Definitive Agreement - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest reported event): March 16, 2012 Commission File No. 001-33399 COMVERGE, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-3543611 (State or other jurisdiction of Incorporatio |
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| March 15, 2012 |
COMVERGE, INC. EXECUTIVE EMPLOYMENT AGREEMENT STANDARD EXECUTIVE EMPLOYMENT AGREEMENT EXHIBIT 10.50 COMVERGE, INC. EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 28th day of October, 2011, by and between Greg Allarding, an individual (“Executive”), and Comverge, Inc., a Delaware corporation (the “Company”). The Executive and Company are collectively referred to as “Parties” and |
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| March 15, 2012 |
SEVERANCE AGREEMENT AND GENERAL RELEASE EXHIBIT 10.52 SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release (“Agreement”) is made and entered into on this 14th day of October, 2011 by and between Comverge, Inc. (hereinafter referred to as “Company”), and Edward J. Myszka (hereinafter referred to as “Employee”). W I T N E S S E T H WHEREAS, Employee has been employed by the Company as the Executive Vice Pre |
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| March 15, 2012 |
*** Indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. |
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| March 15, 2012 |
SEVERANCE AGREEMENT AND GENERAL RELEASE EXHIBIT 10.51 SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release (“Agreement”) is made and entered into on this 4th day of October, 2011 by and between Comverge, Inc. (hereinafter referred to as “Company”), and Christopher Camino (hereinafter referred to as “Employee”). W I T N E S S E T H WHEREAS, Employee has been employed by the Company as Executive Vice Presid |
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| March 15, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest reported event): March 15, 2012 Commission File No. 001-33399 COMVERGE, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-3543611 (State or other jurisdiction of Incorporation or |
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| March 15, 2012 |
Comverge Announces Fiscal Year and Fourth Quarter 2011 Financial Results Exhibit 99.1 Comverge Announces Fiscal Year and Fourth Quarter 2011 Financial Results Norcross, GA., March 15 , 2012 - Comverge, Inc. (Nasdaq: COMV), a leading provider of Intelligent Energy Management (IEM) solutions for Residential and Commercial & Industrial customers, announced today fiscal year and fourth quarter 2011 results. • Generated $0.8 million of adjusted EBITDA for full year 2011 • 2 |
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| March 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2011 or ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-33399 Comverge, Inc. |
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| March 15, 2012 |
EXHIBIT 21 COMVERGE, INC. List of Subsidiaries 6D Comverge, Inc. Alternative Energy Resources, Inc. Clean Power Markets, Inc. Comverge Energy Management, Inc. Comverge Energy Partners, Ltd. Comverge Canada, Inc. Comverge Giants, LLC Comverge Utah, Inc. Enerwise Global Technologies, Inc. PES NY, LLC Public Energy Solutions NY, LLC Public Energy Solutions, LLC Public Electric, Inc. Comverge South Af |
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| March 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest reported event): March 8, 2012 Commission File No. 001-33399 COMVERGE, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-3543611 (State or other jurisdiction of Incorporation or |
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| March 6, 2012 |
Powers of Attorney for the Reporting Persons. Comverge, Inc.: Exhibit 99.5 - Filed by newsfilecorp.com Exhibit 99.5 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Gregory C. Smith, Hina Ahmad and Ian McLean, each of the law firm of Woodside Counsel PC, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s |
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| March 6, 2012 |
COMV / Comverge, Inc. / Partners for Growth III, L.P. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Comverge, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 205859101 (Cusip Number) February 24, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| March 6, 2012 |
Comverge, Inc.: Exhibit 99.2 - Filed by newsfilecorp.com Exhibit 99.2 EXECUTION VERSION Assignment and Assumption This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “ Assignor ”) and the Assignee identified in item 2 below (the “ Assignee ”). Capitalize |
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| March 6, 2012 |
Comverge, Inc.: Exhibit 99.1 - Filed by newsfilecorp.com Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional j |
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| March 2, 2012 |
Exhibit 99.1 Comverge and Ardsley Partners Announce Agreement to Add Three Independent Directors to the Comverge Board Norcross, GA & Stamford, CT – February 28, 2012 - Comverge, Inc. (Nasdaq: COMV), the leading provider of Intelligent Energy Management solutions for Residential and Commercial + Industrial (C+I) customers, and Ardsley Advisory Partners (“Ardsley”) announced today that they have re |
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| March 2, 2012 |
8-K 1 form8k03022012.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest reported event): February 27, 2012 Commission File No. 001-33399 COMVERGE, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-3543611 (State or o |
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| March 2, 2012 |
SETTLEMENT AND STANDSTILL AGREEMENT Exhibit 10.1 EXECUTION COPY SETTLEMENT AND STANDSTILL AGREEMENT This SETTLEMENT AND STANDSTILL AGREEMENT dated as of February 27, 2012 (the “Agreement”) is by and among Comverge, Inc. (the “Company”), the persons identified on Schedule A (collectively, the “Ardsley Group” and each individually a “member” of the Ardsley Group) and, solely for purposes of Sections 4(g), 7, 8 and 9, the persons ident |
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| March 1, 2012 |
COMV / Comverge, Inc. / ARDSLEY ADVISORY PARTNERS - COMVERGE INC. Activist Investment SC 13D/A 1 p12-0731sc13da.htm COMVERGE INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A RULE 13d-2(a) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO (Amendment No. 3) COMVERGE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 205859101 (CUSIP Number) Ardsley |
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| February 27, 2012 |
SCHEDULE 13D JOINT FILING AGREEMENT EX-99.1 Exhibit 99.1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date se |
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| February 27, 2012 |
EX-99.2 Exhibit 99.2 EXECUTION VERSION Assignment and Assumption This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the mean |
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| February 27, 2012 |
COMV / Comverge, Inc. / Grace Bay Holdings II, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Comverge, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 205859101 (Cusip Number) Brian Schwartz Richard H. |
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| February 27, 2012 |
EX-99.4 Exhibit 99.4 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Richard H. Siegel and Brian Schwartz, each of the law firm of Kirkland & Ellis LLP, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of shares of Common Sto |
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| February 14, 2012 |
AGREEMENT JOINT FILING OF SCHEDULE 13G Agreement among SST, Seymour and Kenneth to file this statement jointly EXHIBIT A AGREEMENT JOINT FILING OF SCHEDULE 13G The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities, and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. |
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| February 14, 2012 |
comverge13g-a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Comverge, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 205859101 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) ¨ Rule 13d-1(b) ý Rule 13d-1(c) |
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| February 14, 2012 |
COMV / Comverge, Inc. / S Squared Technology, LLC - SCHEDULE 13G Passive Investment Schedule 13G OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 24, 2012 |
5390 Triangle Parkway, Suite 300 Norcross, GA 30092 888.565.5525 www.comverge.com January 16, 2012 Via Federal Express Cecilia Blye, Chief Office of Global Security Risk Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Comverge, Inc. Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 9, 2011 File No. 1-33399 Dear Ms. Bl |
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| January 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Comverge, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 205859101 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| January 6, 2012 |
COMV / Comverge, Inc. / ARDSLEY ADVISORY PARTNERS - COMVERGE, INC. Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 2) COMVERGE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 205859101 (CUSIP Number) Ardsley Advisory Partners 262 Harbor Drive, 4th |
