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 18, 2016
Tesla Motors, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34756 | 91-2197729 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3500 Deer Creek Road
Palo Alto, California 94304
(Address of principal executive offices, including zip code)
(650) 681-5000
(Registrant’s telephone number, including area code)
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.03 Material Modification to Rights of Security Holders
On May 18, 2016, in connection with the public offering (i) by Tesla Motors, Inc. (the “ Company ”) of 6,519,656 shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”) and up to an additional 1,395,348 shares of Common Stock pursuant to an option granted to the underwriters of the Offering (as defined below) to purchase such shares; and (ii) by Elon Musk, the Company’s Chief Executive Officer, of 2,782,670 shares of Common Stock, pursuant to a Registration Statement on Form S-3 (File No. 333- 211437) (the “ Registration Statement ”) and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission (the “ Offering ”), the holders of at least the minimum number of securities of the Company required to waive certain registration rights under the Company’s investors’ rights agreement waived their registration rights thereunder related to the Offering. A copy of the waiver is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events
On May 18, 2016, the Company issued a press release announcing the Offering, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
|
Exhibit
|
Description |
|
| 4.1 | Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 18, 2016, between Tesla Motors, Inc. and certain holders of the capital stock of Tesla Motors, Inc. named therein. | |
| 99.1 | Press release issued by Tesla Motors, Inc. dated May 18, 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 hereunto duly authorized.
| TESLA MOTORS, INC. | ||||||
| By: |
/s/ Jason Wheeler |
|||||
| Jason Wheeler | ||||||
| Chief Financial Officer | ||||||
| Date: May 24, 2016 | ||||||
EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 4.1 | Waiver to Fifth Amended and Restated Investors’ Rights Agreement, dated as of May 18, 2016, between Tesla Motors, Inc. and certain holders of the capital stock of Tesla Motors, Inc. named therein. | |
| 99.1 | Press release issued by Tesla Motors, Inc. dated May 18, 2016. | |
Exhibit 4.1
TESLA MOTORS, INC.
WAIVER OF REGISTRATION RIGHTS
DATED AS OF MAY 18, 2016
Reference is hereby made to that certain Fifth Amended and Restated Investors’ Rights Agreement, dated as of August 31, 2009, as amended to date (the “ Investors’ Rights Agreement ”), by and among Tesla Motors, Inc., a Delaware corporation (the “ Company ”), and the investors named therein (which investors include each of the undersigned Holders of Registrable Securities). All capitalized terms used in this Waiver of Registration Rights (this “ Waiver ”) have the meanings ascribed to such terms in the Investors’ Rights Agreement unless otherwise defined herein. This Waiver shall be dated as of the date on which the Company or its agents receive the last signed counterpart signature page hereto necessary to give effect to the actions contemplated hereby.
WHEREAS : The Company is contemplating a potential public offering of common stock of the Company, pursuant to an automatically effective registration statement on Form S-3 initially filed with the U.S. Securities and Exchange Commission on May 18, 2016, which is to be supplemented and completed on or before June 29, 2016 (the “ Registered Offering ”).
WHEREAS : Pursuant to, and subject to the terms and conditions of, Section 1.3 of the Investors’ Rights Agreement, if the Company proposes to register any of its stock or other securities under the Securities Act of 1933, as amended (the “ Securities Act ”), in connection with a public offering of securities, (x) the Company shall, at such time, promptly give each Holder written notice of such registration and (y) the Company shall cause to be registered under the Securities Act all of the Registrable Securities that each Holder of such securities requests to be registered in the public offering (the “ Piggyback Registration Rights ”).
WHEREAS : Pursuant to Section 5.2 of the Investors’ Rights Agreement, any term of the Investors’ Rights Agreement may be amended or waived with the written consent of (i) the Company and (ii) the holders of at least two-thirds of the Registrable Securities then outstanding, with such amendment or waiver to be binding on all current and future holders of Registrable Securities.
NOW, THEREFORE, BE IT RESOLVED : Pursuant to Section 5.2 of the Investors’ Rights Agreement, the undersigned holders of Registrable Securities, on their own behalf and on behalf of all current and future holders of their respective Registrable Securities, hereby waive the Piggyback Registration Rights, and all notice and other rights related thereto, solely with respect to the Registered Offering.
[ Signature page immediately follows ]
This Waiver is hereby acknowledged and agreed on behalf of the undersigned:
| COMPANY : | ||
| TESLA MOTORS, INC. | ||
| By: |
/s/ Jason Wheeler |
|
| Name: | Jason Wheeler | |
| Title: | Chief Financial Officer | |
SIGNATURE PAGE TO WAIVER OF REGISTRATION RIGHTS
This Waiver is hereby acknowledged and agreed on behalf of the undersigned:
| HOLDERS : | ||
| ELON MUSK | ||
| By: |
/s/ Elon Musk |
|
| Name: |
Elon Musk |
|
SIGNATURE PAGE TO WAIVER OF REGISTRATION RIGHTS
This Waiver is hereby acknowledged and agreed on behalf of the undersigned:
| HOLDERS : | ||
|
ELON MUSK REVOCABLE TRUST DATED JULY 22, 2003 |
||
| By: |
/s/ Elon Musk |
|
| Name: |
Elon Musk |
|
| Title: |
Trustee |
|
SIGNATURE PAGE TO WAIVER OF REGISTRATION RIGHTS
Exhibit 99.1
TESLA RAISING MONEY TO ACCELERATE THE RAMP OF MODEL 3
ELON MUSK INCREASING HIS STAKE IN TESLA
PALO ALTO, Calif., May 18, 2016 — Tesla today announced an underwritten registered public offering of about $2 billion of common stock. Tesla is offering about $1.4 billion of shares with the remaining shares to be sold by Elon Musk to cover tax obligations associated with his concurrent exercise of more than 5.5 million stock options. On a net basis, Mr. Musk will increase his overall Tesla shareholdings through these transactions.
Capital supports accelerated ramp of Model 3
Because of the overwhelming demand that it has received for Model 3, Tesla intends to use the net proceeds from this offering to accelerate the ramp of Model 3. As noted in the Company’s first quarter shareholder letter, Tesla intends to start volume production and deliveries of Model 3 in late 2017 and to accelerate its 500,000 unit build plan from 2020 to 2018. Proceeds may be used for working capital and other general corporate purposes as well.
Elon Musk increases his shareholdings in Tesla
In connection with this offering, Elon Musk, Tesla’s CEO, will also be exercising stock options to acquire 5,503,972 shares of Tesla stock. These stock options were granted to Mr. Musk in 2009 and are due to expire in December 2016. Because the value of Tesla stock has increased considerably since 2009, Mr. Musk will owe a significant amount of taxes from exercising these stock options and will fund this tax obligation by selling only the amount of shares needed to do so. To be clear, all cash proceeds from the sale of stock by Mr. Musk will go to the federal and state governments to satisfy the 52% tax withholding on his stock option exercise. In addition, Mr. Musk will be donating 1.2 million shares of his Tesla stock to charity. Mr. Musk is a net buyer of Tesla stock in these transactions.
Morgan Stanley and Goldman, Sachs & Co. are acting as lead joint book-running managers for the offering, with Deutsche Bank Securities, Citibank, and BofA Merrill Lynch acting as additional book-running managers.
An effective registration statement relating to the securities was filed with the Securities and Exchange Commission on May 18, 2016. The offering of these securities will be made only by means of a prospectus supplement and the accompanying prospectus. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained from Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; from Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, facsimile: 212-902-9316, or email: prospectus-ny@ny.email.gs.com; from Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, telephone: 800-503-4611, or email: prospectus.cpdg@db.com; from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or telephone: 800-831-9146; or from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, email: dg.prospectus_requests@baml.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the registration statement, the prospectus contained therein or the prospectus supplement.
Forward-Looking Statement
Certain statements in this press release, including statements regarding the proposed public offering of common stock, Tesla’s intended use for the proceeds of the offering, and Tesla’s plan to accelerate the ramp of Model 3 so that its 500,000 unit build plan can be advanced from 2020 to 2018, are “forward-looking statements” that are subject to risks and uncertainties. These forward-looking statements are based on management’s current expectations, and as a result of certain risks and uncertainties, actual events or results may differ materially from
those contained in the forward-looking statements. Please refer to the registration statement on Form S-3 on file with the SEC and the prospectus and prospectus supplement included or incorporated by reference therein, as well as the other documents Tesla files on a consolidated basis from time to time with the SEC, specifically Tesla’s most recent Form 10-K and Form 10-Q. These documents contain and identify important factors that could cause the actual results for Tesla on a consolidated basis to differ materially from those contained in Tesla’s forward-looking statements. Tesla disclaims any obligation to update information contained in these forward-looking statements.
Investor Relations Contact:
Jeff Evanson
Tesla Motors
ir@tesla.com
Press Contact:
Khobi Brooklyn
Tesla Motors
press@tesla.com