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):
July 30, 2008
ENERGYSOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-33830 51-0653027
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
423 West 300 South, Suite 200, Salt Lake City, Utah 84101
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (801) 649-2000
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):
[_] 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
(d) On July 30, 2008, ENV Holdings LLC ("ENV") completed the public offering and
sale (the "Offering") of 35,000,000 shares of the common stock of
EnergySolutions, Inc. (the "Company"). Prior to the completion of the Offering,
ENV owned approximately 62.3% of the Company's outstanding common stock. After
the completion of the Offering, ENV owns approximately 22.7% of the Company's
outstanding common stock.
On July 30, 2008, concurrently with the completion of the Offering, Robert A.
Whitman was elected as an independent director of the Board of Directors of the
Company for a term expiring at the Company's 2009 Annual Meeting of
Stockholders. Mr. Whitman was appointed to serve on the Audit and Compensation
Committees of the Company's Board of Directors.
Mr. Whitman has been a director of Franklin Covey Co. since May 1997 and has
served as Chairman of its Board of Directors since June 1999 and its Chairman
and Chief Executive Officer since January 2000. Mr. Whitman served as a director
of Covey Leadership Center from 1994 to 1997. Prior to joining the Franklin
Covey Co., Mr. Whitman served as President and Co-Chief Executive Officer of The
Hampstead Group from 1992 to 2000. Mr. Whitman received his B.A. in Finance from
the University of Utah and his M.B.A. from Harvard Business School.
There are no arrangements or understandings between Mr. Whitman and any other
person, pursuant to which he was elected as a director. Mr. Whitman's
compensation as a director will be provided on the same basis as that provided
to the Company's other non-management directors, as further described in the
Company's Proxy Statement, filed May 23, 2008, at pages 18 through 20.
ITEM 8.01 OTHER EVENTS.
The information in Item 5.02 regarding the Offering is incorporated by reference
herein in its entirety.
On July 30, 2008, the underwriters of the Offering exercised their option to
purchase 5,250,000 shares of the Company's common stock from ENV. Such shares
are expected to be delivered to the underwriters on August 4, 2008. Following
the delivery of such shares, ENV will own approximately 16.7% of the Company's
outstanding common stock.
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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.
ENERGYSOLUTIONS, INC.
Date: August 1, 2008 By: /s/ Val John Christensen
---------------------------------
Name: Val John Christensen
Title: Executive Vice President,
General Counsel and Secretary
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