UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2014

SOLAR3D, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation)

000-49805 01-0592299
(Commission File Number) (I.R.S. Employer Identification No.)

26 WEST MISSION AVENUE, SUITE 8, SANTA BARBARA, CALIFORNIA 93101
(Address of principal executive offices) (Zip Code)

(805) 690-9000
(Registrant's telephone number, including area code)

6500 HOLLISTER AVENUE, SUITE 1230, SANTA BARBARA, CALIFORNIA 93117
(Former name, former address and former fiscal year,
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. 

[_]      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR240.14d-2(b))

[_]      Soliciting  material  pursuant to Rule 14a-12  under  Exchange  Act (17
         CFR240.14a-12)

[_]      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR240.14d-2(b))

[_]      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR240.13e-4(c))

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02. Departure of Directors or Certain Officers, Appointment of
Certain Officers, Compensatory Arrangements of Certain Officers.

On August 26, 2014, Solar3D, Inc., a Delaware corporation (the "Company"), entered into an amendment (the "Amendment") to its Restricted Stock Grant Agreement (the "RSGA") with its Chief Executive Officer, James B. Nelson, originally dated September 23, 2013 and amended on May 1, 2014, having the effect of reverting back to the original schedule for issuing shares earned by Mr. Nelson and vested under the Agreement to within five (5) business days after the last day of the month during which the restricted shares vest.

The Company proposed to Mr. Nelson that the RSGA revert back to the original schedule for issuing shares earned by Mr. Nelson under the RSGA based on its determination that under the original RSGA the Company would recognize the compensation expense in 2014 rather than in 2015. The Company believes that this expense will be less under the original RSGA than under the first amendment to the RSGA because the Company believes its stock price will be higher in 2015 than in 2014. There is no assurance regarding the Company's share price at any time. Mr. Nelson agreed to revert back to the original terms of his RSGA even though he will personally recognize income in 2014 rather than in 2015.

A copy of the Amendment to the Restricted Stock Grant Agreement is attached to this Report as Exhibit 10.1.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1 Second Amendment to Restricted Stock Grant Agreement, dated August 26, 2014, by and between Solar3D, Inc., a Delaware corporation, and James B. Nelson.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SOLAR3D, INC.
(Registrant) 

Date: August 29, 2014


                               /s/ James B. Nelson
                    ----------------------------------------
                    James B. Nelson, Chief Executive Officer

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EXHIBIT 10.1

SECOND AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT WITH JAMES B. NELSON

SECOND AMENDMENT

TO

RESTRICTED STOCK GRANT AGREEMENT

This Second Amendment to Restricted Stock Grant Agreement (the "Amendment") is made as of this 26th day of August 2014 by and between Solar3D, Inc., a Delaware corporation ("Solar3D"), and James B. Nelson ("Grantee") with respect to the following facts:

RECITALS

A. Solar3D and Grantee have entered into that certain Restricted Stock Grant Agreement, dated as of September 23, 2013, as amended on May 1, 2014 (collectively, the "Agreement").

B. Solar3D and Grantee believe it is in the best interests of both Solar3D and Grantee to amend the timing for issuance of vested Shares under the Agreement.

C. The terms used in this Amendment will have the meanings ascribed to them in the Agreement unless otherwise defined herein.

NOW, THEREFORE, for one dollar and other good and valuable consideration, THE PARTIES HERETO AGREE AS FOLLOWS:

1. AMENDMENT.

The last sentence of Section 2.2 of the Agreement is hereby amended and restated as follows: "The monthly vested Shares, if any, shall be issued to the Grantee within five (5) business days after the last day of each month."

2. EFFECT OF AMENDMENT.

The Agreement will remain in full force and effect except as specifically modified by this Amendment. In the event of any conflict between the Amendment and the Agreement, the terms of this Amendment will govern.

3. COUNTERPARTS.

This Amendment may be executed simultaneously in any number of counterparts, each of which counterparts will be deemed to be an original and such counterparts will constitute but one and the same instrument.

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IN WITNESS WHEREOF, this Amendment is executed as of the date first above written. 

SOLAR3D:                            SOLAR3D, INC.


                                    By:/s/ Emil Beitpolous
                                       ----------------------------------------
                                        Emil Beitpolous, Director


                                    By:/s/ Mark J. Richardson
                                       ----------------------------------------
                                        Mark J. Richardson, Director




GRANTEE:                               /s/ James B. Nelson
                                       ----------------------------------------
                                       James B. Nelson

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