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<TITLE>Form 8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, DC 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM <FONT
STYLE="white-space:nowrap">8-K</FONT> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT
REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant to Section&nbsp;13 or 15(d) </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event Reported): February&nbsp;3, 2019 </B></P>
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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>MAXWELL TECHNOLOGIES, INC. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact Name of Registrant as Specified in its Charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
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<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">001-15477</FONT></B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">95-2390133</FONT></B></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or Other Jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of Incorporation)</B></P></TD>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(I.R.S. Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification Number)</B></P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>3888 Calle Fortunada </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>San Diego, California 92123 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Addresses of principal executive offices, including zip code) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(858) <FONT STYLE="white-space:nowrap">503-3300</FONT> </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Registrant&#146;s telephone number, including area code) </B></P>
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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below if the Form <FONT STYLE="white-space:nowrap">8-K</FONT> filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below): </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Soliciting material pursuant to Rule <FONT STYLE="white-space:nowrap">14a-12</FONT> under the Exchange Act (17
CFR <FONT STYLE="white-space:nowrap">240.14a-12)</FONT> </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT
STYLE="white-space:nowrap">14d-2(b)</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.14d-2(b))</FONT> </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT
STYLE="white-space:nowrap">13e-4(c)</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.13e-4(c))</FONT> </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR &#167;230.405) or
Rule <FONT STYLE="white-space:nowrap">12b-2</FONT> of the Securities Exchange Act of 1934 (17 CFR <FONT STYLE="white-space:nowrap">&#167;240.12b-2).</FONT> Emerging growth company&nbsp;&nbsp;&#9744; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section&nbsp;13(a) of the Exchange Act.&nbsp;&nbsp;&#9744; </P> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
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<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;1.01</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Enter into a Material Definitive Agreement. </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Merger Agreement </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On February&nbsp;3,
2019, Maxwell Technologies, Inc., a Delaware corporation (&#147;Maxwell&#148;) entered into an Agreement and Plan of Merger (the &#147;Merger Agreement&#148;) by and among Maxwell, Tesla, Inc., a Delaware corporation (&#147;Tesla&#148;) and Cambria
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Tesla (&#147;Merger Sub&#148;), which contemplates the acquisition of Maxwell by Tesla, through Merger Sub. The Merger Agreement contemplates that Tesla would commence an all
stock exchange offer for all of the issued and outstanding shares of Maxwell (the &#147;Offer&#148;), followed by a merger of Merger Sub with and into Maxwell pursuant to which Maxwell will survive as a wholly-owned subsidiary of Tesla (the
&#147;Merger&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the Offer, each Maxwell stockholder who elects to participate in the Offer will receive a fractional share of
common stock of Tesla, $0.001 par value (&#147;Tesla Common Stock&#148;) for each share of Maxwell common stock, par value $0.10 (&#147;Maxwell Common Stock&#148;) exchanged in the Offer. Pursuant to the terms and subject to the conditions of the
Merger Agreement, as promptly as practicable (but in no event later than four (4)&nbsp;business days following the date on which Tesla files its Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> for the fiscal year ending
December&nbsp;31, 2018, Tesla, through Merger Sub, will commence the Offer to purchase each issued and outstanding share of Maxwell Common Stock for a fraction of a share of Tesla Common Stock, equal to the quotient obtained by dividing $4.75 by the
volume weighted average closing sale price of one (1)&nbsp;share of Tesla Common Stock as reported on the NASDAQ Global Select Market (&#147;NASDAQ&#148;) for the five (5)&nbsp;consecutive trading days ending on and including the second trading day
immediately preceding the expiration of the Offer (the &#147;Tesla Trading Price&#148;). However in the event that the Tesla Trading Price is equal to or less than $245.90, then each share of Maxwell Common Stock shall be exchanged for 0.0193 of a
share of Tesla Common Stock. Such shares of Tesla Common Stock, plus any cash paid in lieu of any fractional shares of Tesla Common Stock, is referred to as the &#147;Offer Consideration&#148;. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Merger Agreement contemplates that, if the Offer is completed, the Merger will be effected pursuant to Section&nbsp;251(h) of the Delaware
General Corporation Law, which permits completion of the Merger without a vote of the holders of Maxwell Common Stock upon the acquisition by Merger Sub of a majority of the aggregate voting power of Maxwell Common Stock that are then issued and
outstanding. In the Merger, each then-outstanding share of Maxwell Common Stock, other than shares of Maxwell Common Stock held in treasury, by Tesla, Maxwell or their respective subsidiaries, will be cancelled and converted into the right to
receive the Offer Consideration. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Merger Agreement and the consummation of the transactions contemplated thereby have been unanimously
approved by the board of directors of Maxwell (the &#147;Board&#148;), and the Board has resolved to recommend to the stockholders of Maxwell to accept the Offer and tender their shares of common stock of Maxwell to Merger Sub pursuant to the Offer.
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under the terms of the Merger Agreement, Merger Sub&#146;s obligation to accept and pay for
shares of Maxwell Common Stock that are tendered in the Offer is subject to customary conditions, including, among others, (i)&nbsp;the condition that, prior to the expiration of the Offer, there have been validly tendered and not validly withdrawn
a number of shares of Maxwell Common Stock that, upon the consummation of the Offer, together with shares of Maxwell Common Stock then owned by Tesla and Merger Sub (if any), would represent at least a majority of the aggregate voting power of
Maxwell Common Stock outstanding immediately after the consummation of the Offer; (ii)&nbsp;the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any other
required approvals, consents or clearances under any other applicable antitrust laws have been obtained or the applicable waiting periods have expired or terminated; (iii)&nbsp;the effectiveness of a registration statement on Form <FONT
STYLE="white-space:nowrap">S-4</FONT> filed by Tesla registering Tesla Common Stock to be issued in connection with the Offer and the Merger; (iv)&nbsp;the approval of shares of Tesla Common Stock for listing on the NASDAQ; (v)&nbsp;the absence of
legal restraints on Merger Sub&#146;s ability to accept and pay for shares of Maxwell Common Stock tendered in the Offer; and (vi)&nbsp;the absence of any changes that have (or would reasonably be expected to have) a material adverse effect on
Maxwell&#146;s business, operations, assets or financial condition. The Offer and subsequent Merger is not subject to any financing condition. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">At the effective time of the Merger (the &#147;Effective Time&#148;), each outstanding option to purchase Maxwell common stock that is
outstanding, unexercised and unexpired immediately prior to the Effective Time (&#147;Maxwell Option&#148;) shall be automatically assumed by Tesla and converted into and become an option to acquire Tesla Common Stock, on the same terms and
conditions as were applicable to such Maxwell Option as of immediately prior to the Effective Time, except that: (x)&nbsp;the number of shares of Tesla Common Stock subject to the Maxwell Option will be determined by multiplying the number of shares
of Maxwell Common Stock subject to the corresponding Maxwell Option by the Offer Consideration and (y)&nbsp;the per share exercise price for each Tesla Common Stock that may be acquired upon exercise of the Maxwell Option will be determined by
dividing the per share exercise price of the Maxwell Option by the Offer Consideration, with any factional cent in the resulting quotient rounded up to the nearest who cent. At the Effective Time, each Maxwell restricted share unit (&#147;Maxwell
RSU&#148;) that is outstanding immediately prior to the Effective Time, shall be assumed by Tesla and converted automatically into and become a restricted stock unit covering shares of Tesla Common Stock, on the same terms and conditions as were
applicable under the Maxwell RSU as of immediately prior to the Effective Time, except that the number of shares of Tesla Common Stock will be determined by multiplying the number of shares of Maxwell Common Stock subject to the corresponding
Maxwell RSU immediately prior to the Effective Time, by the Offer Consideration, with any fractional shares in the resulting product rounded down to the nearest whole share. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Merger Agreement contains representations, warranties and covenants of Tesla, Merger Sub and Maxwell that are customary for a transaction
of this nature, including among others, the covenant regarding the conduct of their respective businesses during the pendency of the transactions, public disclosures and the use of reasonable best efforts to cause the conditions to the transaction
to be satisfied. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under the terms of the Merger Agreement, during the pendency of the Offer, Maxwell is not
permitted to solicit, initiate or knowingly encourage or knowingly facilitate any alternative transaction proposals from third parties or to participate in any discussions or negotiations with third parties with respect to any alternative
transaction proposals. Notwithstanding this limitation, prior to the expiration of the Offer, subject to customary limitations and conditions, Maxwell may provide information and participate in discussions or negotiations with any third party from
whom Maxwell receives an unsolicited alternative transaction proposal that the Board determines in good faith is or could reasonably be expected to lead to a &#147;Superior Proposal&#148; (as defined in the Merger Agreement). In addition, under the
terms of the Merger Agreement, prior to the expiration of the Offer and subject to customary limitations and conditions, Maxwell may terminate the Merger Agreement to accept a &#147;Superior Proposal&#148; if Tesla chooses not to match such
proposal, provided that Maxwell pays Tesla a termination fee of $8.295&nbsp;million in cash. Each of the parties may also terminate the Merger Agreement if the closing of the Offer has not occurred within five (5)&nbsp;months of the signing of the
Merger Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Tesla, Merger Sub and Maxwell intend that the Offer and Merger shall qualify as a &#147;reorganization&#148; within the
meaning of Section&nbsp;368(a) of the Internal Revenue Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein. The Merger Agreement has been attached to provide investors with information
regarding its terms. It is not intended to provide any other factual information about Tesla, Merger Sub or Maxwell. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by
information in confidential disclosure letters provided by each of Tesla and Maxwell to each other in connection with the signing of the Merger Agreement or in filings of the parties with the SEC. These confidential disclosure letters contain
information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the
purposes of allocating risk between Tesla and Maxwell rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement should not be relied on as characterization of the actual state of facts about
Tesla, Merger Sub or Maxwell. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Tender and Support Agreement </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Concurrently with the execution of the Merger Agreement, the directors and certain officers of Maxwell and I2BF Energy, Limited (collectively,
the &#147;Stockholders&#148;), entered into a Tender and Support Agreement (the &#147;Tender and Support Agreement&#148;) with Tesla and Merger Sub, pursuant to which the Stockholders agreed, among other things, and subject to the terms and
conditions of the Tender and Support Agreement, to tender all of their shares of Maxwell Common Stock in the Offer, which in the aggregate represent approximately 7.56% of the outstanding shares of Maxwell Common Stock. The Tender and Support
Agreement terminates upon certain events, including the termination of the Merger Agreement in accordance with its terms. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the Tender and Support Agreement does not purport to be
complete and is qualified in its entirety by the full text of the Tender and Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Additional Information and Where to Find It </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The exchange offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any offer materials that Maxwell will file with the U.S. Securities and Exchange Commission (the &#147;SEC&#148;). At the time the exchange offer is
commenced, Tesla and its acquisition subsidiary will file a tender offer statement on Schedule TO, Tesla will file a registration statement on Form <FONT STYLE="white-space:nowrap">S-4</FONT> and Maxwell will file a Solicitation/Recommendation
Statement on Schedule <FONT STYLE="white-space:nowrap">14D-9</FONT> with the SEC with respect to the exchange offer. THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER
DOCUMENTS) AND THE SOLICITATION / RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. MAXWELL STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS
OF MAXWELL SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Solicitation/Recommendation Statement, the Offer to Exchange, the related Letter of Transmittal and certain other exchange offer documents
will be made available to all Maxwell&#146;s stockholders at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement will be made available for free on the SEC&#146;s website at <U>www.sec.gov</U>. Copies of
the documents filed with the SEC by Tesla will be available free of charge under the Financials heading of the Investor Relations section of Tesla&#146;s website at <U>ir.tesla.com/investor-relations</U>. Copies of the documents filed with the SEC
by Maxwell will be available free of charge under the SEC filings heading of the Investors section of Maxwell&#146;s website at <U>investors.maxwell.com</U>. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Forward-Looking Statements </U></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This
communication contains forward-looking information related to Maxwell and the acquisition of Maxwell by Tesla that involves substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or
implied by such statements. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, Maxwell&#146;s plans, objectives, expectations and intentions, the financial
condition, results of operations and business of Maxwell, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of Maxwell to consummate the proposed
transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including having a sufficient number of Maxwell&#146;s shares being validly tendered into the exchange offer to meet
the minimum condition; Maxwell&#146;s ability to secure regulatory approvals on the terms expected in a timely manner or at all; disruption from the transaction making it more difficult to maintain business and operational relationships; the
negative side effects of the announcement or the consummation of the proposed transaction on the market price of Maxwell&#146;s common stock or on Maxwell&#146;s operating results; significant </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; the pace of change and innovation in dry electrode technology; the
competitive nature of the market in which Maxwell participates; Maxwell&#146;s ability to protect its intellectual property rights; the ability to develop new technologies, products, services and product features; other business effects, including
the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; the uncertainties inherent
in research and development; and competitive developments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Further information on these and other risk and uncertainties relating to
Maxwell can be found in its reports on Forms <FONT STYLE="white-space:nowrap">10-K,</FONT> <FONT STYLE="white-space:nowrap">10-Q</FONT> and <FONT STYLE="white-space:nowrap">8-K</FONT> and in other filings Maxwell makes with the SEC from time to time
and available at <U>www.sec.gov</U>. These documents are available under the SEC filings heading of the Investors section of Maxwell&#146;s website at <U>investors.maxwell.com</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The forward-looking statements included in this communication are made only as of the date hereof. Maxwell assumes no obligation and does not
intend to update these forward-looking statements, except as required by law. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;8.01.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Other Events. </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On&nbsp;February 4, 2019, Maxwell issued a press release announcing the signing of the Merger Agreement. A copy of the press release is filed
as Exhibit 99.1 to this Current Report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> and is incorporated herein by reference. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Financial Statements and Exhibits. </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) Exhibits. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="7%"></TD>
<TD WIDTH="90%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; " ALIGN="center"><B>Exhibit&nbsp;No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; " ALIGN="center"><B>Description</B></P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;2.1*</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d702690dex21.htm">Agreement and Plan of Merger, dated February&nbsp;3, 2019, by and between Maxwell Technologies, Inc., Tesla, Inc. and Cambria Acquisition Corp.</A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d702690dex101.htm">Tender and Support Agreement, dated as of February&nbsp;
3, 2019, by and among Tesla, Inc., Cambria Acquisition Corp. and directors and certain officers of Maxwell Technologies, Inc. and I2BF Energy, Limited.</A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d702690dex991.htm">Press Release of Maxwell Technologies, Inc. dated February&nbsp;4, 2019. </A></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="2%" VALIGN="top" ALIGN="left">*</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC.
Maxwell agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request </P></TD></TR></TABLE>
</DIV></Center>


<p Style='page-break-before:always'>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">SIGNATURES </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>MAXWELL TECHNOLOGIES, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ David Lyle</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">David Lyle</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Senior Vice President, Chief Financial Officer, Treasurer and Secretary</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">February&nbsp;4, 2019 </P>
</DIV></Center>

</BODY></HTML>
[{"type": "8-K", "sequence": "1", "filename": "d702690d8k.htm", "description": "FORM 8-K", "secsgml_size_bytes": 35794}]
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Form 8-K
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): February 3, 2019
MAXWELL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-15477
95-2390133
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
3888 Calle Fortunada
San Diego, California 92123
(Addresses of principal executive offices, including zip code)
(858)
503-3300
(Registrant's telephone number, including area code)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Item 1.01
Enter into a Material Definitive Agreement.
Merger Agreement
On February 3,
2019, Maxwell Technologies, Inc., a Delaware corporation ("Maxwell") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Maxwell, Tesla, Inc., a Delaware corporation ("Tesla") and Cambria
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Tesla ("Merger Sub"), which contemplates the acquisition of Maxwell by Tesla, through Merger Sub. The Merger Agreement contemplates that Tesla would commence an all
stock exchange offer for all of the issued and outstanding shares of Maxwell (the "Offer"), followed by a merger of Merger Sub with and into Maxwell pursuant to which Maxwell will survive as a wholly-owned subsidiary of Tesla (the
"Merger").
In the Offer, each Maxwell stockholder who elects to participate in the Offer will receive a fractional share of
common stock of Tesla, $0.001 par value ("Tesla Common Stock") for each share of Maxwell common stock, par value $0.10 ("Maxwell Common Stock") exchanged in the Offer. Pursuant to the terms and subject to the conditions of the
Merger Agreement, as promptly as practicable (but in no event later than four (4) business days following the date on which Tesla files its Annual Report on Form
10-K
for the fiscal year ending
December 31, 2018, Tesla, through Merger Sub, will commence the Offer to purchase each issued and outstanding share of Maxwell Common Stock for a fraction of a share of Tesla Common Stock, equal to the quotient obtained by dividing $4.75 by the
volume weighted average closing sale price of one (1) share of Tesla Common Stock as reported on the NASDAQ Global Select Market ("NASDAQ") for the five (5) consecutive trading days ending on and including the second trading day
immediately preceding the expiration of the Offer (the "Tesla Trading Price"). However in the event that the Tesla Trading Price is equal to or less than $245.90, then each share of Maxwell Common Stock shall be exchanged for 0.0193 of a
share of Tesla Common Stock. Such shares of Tesla Common Stock, plus any cash paid in lieu of any fractional shares of Tesla Common Stock, is referred to as the "Offer Consideration".
The Merger Agreement contemplates that, if the Offer is completed, the Merger will be effected pursuant to Section 251(h) of the Delaware
General Corporation Law, which permits completion of the Merger without a vote of the holders of Maxwell Common Stock upon the acquisition by Merger Sub of a majority of the aggregate voting power of Maxwell Common Stock that are then issued and
outstanding. In the Merger, each then-outstanding share of Maxwell Common Stock, other than shares of Maxwell Common Stock held in treasury, by Tesla, Maxwell or their respective subsidiaries, will be cancelled and converted into the right to
receive the Offer Consideration.
The Merger Agreement and the consummation of the transactions contemplated thereby have been unanimously
approved by the board of directors of Maxwell (the "Board"), and the Board has resolved to recommend to the stockholders of Maxwell to accept the Offer and tender their shares of common stock of Maxwell to Merger Sub pursuant to the Offer.
Under the terms of the Merger Agreement, Merger Sub's obligation to accept and pay for
shares of Maxwell Common Stock that are tendered in the Offer is subject to customary conditions, including, among others, (i) the condition that, prior to the expiration of the Offer, there have been validly tendered and not validly withdrawn
a number of shares of Maxwell Common Stock that, upon the consummation of the Offer, together with shares of Maxwell Common Stock then owned by Tesla and Merger Sub (if any), would represent at least a majority of the aggregate voting power of
Maxwell Common Stock outstanding immediately after the consummation of the Offer; (ii) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any other
required approvals, consents or clearances under any other applicable antitrust laws have been obtained or the applicable waiting periods have expired or terminated; (iii) the effectiveness of a registration statement on Form
S-4
filed by Tesla registering Tesla Common Stock to be issued in connection with the Offer and the Merger; (iv) the approval of shares of Tesla Common Stock for listing on the NASDAQ; (v) the absence of
legal restraints on Merger Sub's ability to accept and pay for shares of Maxwell Common Stock tendered in the Offer; and (vi) the absence of any changes that have (or would reasonably be expected to have) a material adverse effect on
Maxwell's business, operations, assets or financial condition. The Offer and subsequent Merger is not subject to any financing condition.
At the effective time of the Merger (the "Effective Time"), each outstanding option to purchase Maxwell common stock that is
outstanding, unexercised and unexpired immediately prior to the Effective Time ("Maxwell Option") shall be automatically assumed by Tesla and converted into and become an option to acquire Tesla Common Stock, on the same terms and
conditions as were applicable to such Maxwell Option as of immediately prior to the Effective Time, except that: (x) the number of shares of Tesla Common Stock subject to the Maxwell Option will be determined by multiplying the number of shares
of Maxwell Common Stock subject to the corresponding Maxwell Option by the Offer Consideration and (y) the per share exercise price for each Tesla Common Stock that may be acquired upon exercise of the Maxwell Option will be determined by
dividing the per share exercise price of the Maxwell Option by the Offer Consideration, with any factional cent in the resulting quotient rounded up to the nearest who cent. At the Effective Time, each Maxwell restricted share unit ("Maxwell
RSU") that is outstanding immediately prior to the Effective Time, shall be assumed by Tesla and converted automatically into and become a restricted stock unit covering shares of Tesla Common Stock, on the same terms and conditions as were
applicable under the Maxwell RSU as of immediately prior to the Effective Time, except that the number of shares of Tesla Common Stock will be determined by multiplying the number of shares of Maxwell Common Stock subject to the corresponding
Maxwell RSU immediately prior to the Effective Time, by the Offer Consideration, with any fractional shares in the resulting product rounded down to the nearest whole share.
The Merger Agreement contains representations, warranties and covenants of Tesla, Merger Sub and Maxwell that are customary for a transaction
of this nature, including among others, the covenant regarding the conduct of their respective businesses during the pendency of the transactions, public disclosures and the use of reasonable best efforts to cause the conditions to the transaction
to be satisfied.
Under the terms of the Merger Agreement, during the pendency of the Offer, Maxwell is not
permitted to solicit, initiate or knowingly encourage or knowingly facilitate any alternative transaction proposals from third parties or to participate in any discussions or negotiations with third parties with respect to any alternative
transaction proposals. Notwithstanding this limitation, prior to the expiration of the Offer, subject to customary limitations and conditions, Maxwell may provide information and participate in discussions or negotiations with any third party from
whom Maxwell receives an unsolicited alternative transaction proposal that the Board determines in good faith is or could reasonably be expected to lead to a "Superior Proposal" (as defined in the Merger Agreement). In addition, under the
terms of the Merger Agreement, prior to the expiration of the Offer and subject to customary limitations and conditions, Maxwell may terminate the Merger Agreement to accept a "Superior Proposal" if Tesla chooses not to match such
proposal, provided that Maxwell pays Tesla a termination fee of $8.295 million in cash. Each of the parties may also terminate the Merger Agreement if the closing of the Offer has not occurred within five (5) months of the signing of the
Merger Agreement.
Tesla, Merger Sub and Maxwell intend that the Offer and Merger shall qualify as a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein. The Merger Agreement has been attached to provide investors with information
regarding its terms. It is not intended to provide any other factual information about Tesla, Merger Sub or Maxwell. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by
information in confidential disclosure letters provided by each of Tesla and Maxwell to each other in connection with the signing of the Merger Agreement or in filings of the parties with the SEC. These confidential disclosure letters contain
information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the
purposes of allocating risk between Tesla and Maxwell rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement should not be relied on as characterization of the actual state of facts about
Tesla, Merger Sub or Maxwell.
Tender and Support Agreement
Concurrently with the execution of the Merger Agreement, the directors and certain officers of Maxwell and I2BF Energy, Limited (collectively,
the "Stockholders"), entered into a Tender and Support Agreement (the "Tender and Support Agreement") with Tesla and Merger Sub, pursuant to which the Stockholders agreed, among other things, and subject to the terms and
conditions of the Tender and Support Agreement, to tender all of their shares of Maxwell Common Stock in the Offer, which in the aggregate represent approximately 7.56% of the outstanding shares of Maxwell Common Stock. The Tender and Support
Agreement terminates upon certain events, including the termination of the Merger Agreement in accordance with its terms.
The foregoing description of the Tender and Support Agreement does not purport to be
complete and is qualified in its entirety by the full text of the Tender and Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Additional Information and Where to Find It
The exchange offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for any offer materials that Maxwell will file with the U.S. Securities and Exchange Commission (the "SEC"). At the time the exchange offer is
commenced, Tesla and its acquisition subsidiary will file a tender offer statement on Schedule TO, Tesla will file a registration statement on Form
S-4
and Maxwell will file a Solicitation/Recommendation
Statement on Schedule
14D-9
with the SEC with respect to the exchange offer. THE EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER
DOCUMENTS) AND THE SOLICITATION / RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. MAXWELL STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS
OF MAXWELL SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING THEIR SECURITIES. The Solicitation/Recommendation Statement, the Offer to Exchange, the related Letter of Transmittal and certain other exchange offer documents
will be made available to all Maxwell's stockholders at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement will be made available for free on the SEC's website at
www.sec.gov
. Copies of
the documents filed with the SEC by Tesla will be available free of charge under the Financials heading of the Investor Relations section of Tesla's website at
ir.tesla.com/investor-relations
. Copies of the documents filed with the SEC
by Maxwell will be available free of charge under the SEC filings heading of the Investors section of Maxwell's website at
investors.maxwell.com
.
Forward-Looking Statements
This
communication contains forward-looking information related to Maxwell and the acquisition of Maxwell by Tesla that involves substantial risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or
implied by such statements. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, Maxwell's plans, objectives, expectations and intentions, the financial
condition, results of operations and business of Maxwell, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of Maxwell to consummate the proposed
transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including having a sufficient number of Maxwell's shares being validly tendered into the exchange offer to meet
the minimum condition; Maxwell's ability to secure regulatory approvals on the terms expected in a timely manner or at all; disruption from the transaction making it more difficult to maintain business and operational relationships; the
negative side effects of the announcement or the consummation of the proposed transaction on the market price of Maxwell's common stock or on Maxwell's operating results; significant
transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; the pace of change and innovation in dry electrode technology; the
competitive nature of the market in which Maxwell participates; Maxwell's ability to protect its intellectual property rights; the ability to develop new technologies, products, services and product features; other business effects, including
the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; the uncertainties inherent
in research and development; and competitive developments.
Further information on these and other risk and uncertainties relating to
Maxwell can be found in its reports on Forms
10-K,
10-Q
and
8-K
and in other filings Maxwell makes with the SEC from time to time
and available at
www.sec.gov
. These documents are available under the SEC filings heading of the Investors section of Maxwell's website at
investors.maxwell.com
.
The forward-looking statements included in this communication are made only as of the date hereof. Maxwell assumes no obligation and does not
intend to update these forward-looking statements, except as required by law.
Item 8.01.
Other Events.
On February 4, 2019, Maxwell issued a press release announcing the signing of the Merger Agreement. A copy of the press release 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 No.
Description
2.1*
Agreement and Plan of Merger, dated February 3, 2019, by and between Maxwell Technologies, Inc., Tesla, Inc. and Cambria Acquisition Corp.
10.1
Tender and Support Agreement, dated as of February 
3, 2019, by and among Tesla, Inc., Cambria Acquisition Corp. and directors and certain officers of Maxwell Technologies, Inc. and I2BF Energy, Limited.
99.1
Press Release of Maxwell Technologies, Inc. dated February 4, 2019.
*
Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC.
Maxwell agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request
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.
MAXWELL TECHNOLOGIES, INC.
By:
/s/ David Lyle
David Lyle
Senior Vice President, Chief Financial Officer, Treasurer and Secretary
February 4, 2019