Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
14 Novembre 2016 - 11:45PM
Edgar (US Regulatory)
Filed by SolarCity Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: SolarCity Corporation
(Commission File No. 001-35758)
Date: November 14, 2016
The following
was filed by Tesla Motors, Inc. on Form 8-K on November 14, 2016.
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): November 14, 2016
TESLA MOTORS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34756
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91-2197729
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3500 Deer Creek Road
Palo Alto, California
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94304
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(Address of principal executive offices)
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(Zip Code)
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(650) 681-5000
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Tesla Motors, Inc. (
Tesla
) is making the
following supplement to the definitive joint proxy statement/prospectus dated October 12, 2016 (the
Proxy
) of Tesla and SolarCity Corporation (
SolarCity
) in connection with the solicitation of
proxies for use at the special meetings of each of Teslas and SolarCitys stockholders, both to be held on November 17, 2016, to consider Teslas proposed acquisition of SolarCity. The sole purpose of this supplement is to
correct an error in the percentage calculation (but not the numbers used in such calculation, which were accurately presented) in Teslas beneficial ownership table in the Proxy.
* * *
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The percentages in the first, second, third, fourth, fifth and last rows in the far right column entitled Percentage of
Shares Beneficially Owned in the table under the section entitled
Stock Ownership of Certain Beneficial Owners and Management/Directors of Tesla
on page 172 of the Proxy are replaced by 22.1%, 8.9%, 7.2%, 5.3%, 22.1% and
23.1%, respectively. No other information presented in this section, including the number of shares beneficially owned by each holder and the outstanding shares of Tesla, which were used to calculate the percentages presented in this section, is
being corrected or updated hereby.
* * *
*
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
The transaction will be submitted to the stockholders of each of SolarCity and Tesla for their consideration. In connection with the proposed merger, Tesla has
filed with the SEC a Registration Statement on Form S-4 (Registration Statement No. 333-213390) containing a joint proxy statement/prospectus of SolarCity and Tesla. The Registration Statement was declared effective by the SEC on
October 12, 2016, and SolarCity and Tesla mailed the definitive joint proxy statement/prospectus to stockholders of SolarCity and Tesla on or about October 13, 2016. Tesla and SolarCity also plan to file other relevant documents concerning
the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SOLARCITY AND TESLA ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/ PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED
BY REFERENCE IN THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SECs website, www.sec.gov.
NO OFFER OR SOLICITATION
This document does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
PARTICIPANTS IN THE SOLICITATION
SolarCity, Tesla, and certain of their respective directors, executive officers and other members of management and employees, under SEC rules may be
deemed to be participants in the solicitation of proxies from SolarCity and Tesla stockholders in connection with the proposed transaction. Information regarding the interests of the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of SolarCity and Tesla stockholders in connection with the proposed transaction is set forth in the definitive joint proxy statement/prospectus, which was filed with the SEC on October 12, 2016. You can find
more detailed information about SolarCitys executive officers and directors in its definitive proxy statement filed with the SEC on April 21, 2016. You can find more detailed information about Teslas executive officers and directors
in its definitive proxy statement filed with the SEC on April 15, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
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TESLA MOTORS, INC.
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Date: November 14, 2016
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By:
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/s/ Todd A. Maron
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Name: Todd A. Maron
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Title: General Counsel
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