##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K/A
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    March 31, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number:
    001-33887
 Orion Energy Systems,
    Inc.
 (Exact name of Registrant as
    specified in its charter)
  Wisconsin(State or other jurisdiction
    of
    incorporation or organization)

39-1847269(I.R.S. Employer
    Identification No.)2210 Woodland Drive, Manitowoc, WI(Address of principal
    executive offices)

54220(Zip
    Code)   (920) 892-9340
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon stock, no par value

The NASDAQ Global MarketCommon stock purchase rights

The NASDAQ Global Market   Securities registered pursuant to Section 12(g) of the
    act:
    None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESEXHIBIT INDEXSIGNATURESEX-31.1EX-31.2EX-32.1    Table of Contents   EXPLANATORY
    NOTE
  Form 10-K Form 10-K/A Form 10-K Form 10-K/A; Rule 12b-15
  FORWARD-LOOKING
    STATEMENTS
  Form 10-K/A Form 10-K/A, Form 10-K/A. Form 10-K/A. Form 10-K/A.
  
    further deterioration of market conditions;
    dependence on customers capital budgets for sales of
    products and services;
    our ability to compete in a highly competitive market and our
    ability to respond successfully to market competition;
    increasing duration of customer sales cycles;
    the market acceptance of our products and services, including
    the Orion Virtual Power Plant;
    price fluctuations, shortages or interruptions of component
    supplies and raw materials used to manufacture our products;
    loss of one or more key customers or suppliers, including key
    contacts at such customers;
    a reduction in the price of electricity;
    the cost to comply with, and the effects of, any current and
    future government regulations, laws and policies;
    increased competition from government subsidies of alternative
    energy products and utility incentive programs;
    our ability to effectively manage our anticipated growth; and
    potential warranty claims. 2




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Form 10-K
   
  PART III
 
  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Directors
    Class I
    Directors  Terms Expiring 2011
  Thomas A. Quadracci
  Michael J. Potts
  Class II
    Directors  Terms Expiring 2009
  Russell M. Flaum
  Roland G. Stephenson
  Mark C. Williamson
 3




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##### Table of Contents



Class III
    Directors  Terms Expiring 2010
  Neal R. Verfuerth
  James R. Kackley
  Executive
    Officers
      Name

Age

PositionNeal R. Verfuerth


50


Chief Executive Officer and DirectorJames R. Kackley


67


President, Chief Operating Officer and DirectorErik G. Birkerts


42


Executive Vice PresidentScott R. Jensen


42


Chief Financial Officer and TreasurerDaniel J. Waibel


42


President, Orion Asset Management DivisionMichael J. Potts


45


Executive Vice President and DirectorEric von Estorff


44


Vice President, General Counsel and SecretaryPatricia A. Verfuerth


50


Vice President of OperationsJohn H. Scribante


44


Senior Vice President of Business Development     Erik G. Birkerts
  Scott R. Jensen
 4




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##### Table of Contents



Daniel J. Waibel
  Eric von Estorff
  Patricia A. Verfuerth
  John H. Scribante
  Section 16(a)
    Beneficial Ownership Reporting Compliance
      Code of
    Conduct
  www.oriones.com
  Shareholder
    Nominations
   5




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Audit and
    Finance Committee
  www.oriones.com and/or
 
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Executive
    Compensation
  Compensation
    Discussion and Analysis
    Overview
    of Our Executive Compensation Philosophy and Design
    
    to motivate our executive officers to achieve strong financial
    performance, particularly increased revenue, profitability and
    shareholder value;
    to attract and retain executive officers who we believe have the
    experience, temperament, talents and convictions to contribute
    significantly to our future success; and
    to align the interests of our executive officers with the
    interests of our shareholders.   6




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##### Table of Contents




    Pay no annual bonuses for fiscal 2009;
    Freeze base salaries for fiscal 2010 at their respective fiscal
    2009 levels;
    Freeze potential target bonus awards for fiscal 2010 at their
    respective fiscal 2009 levels;
    Set corporate financial performance targets for the achievement
    of up to 80% of each NEOs fiscal 2010 target bonus award
    based on our achieving our stretch revenue and operating income
    budget goals for fiscal 2010.
    Maintain the annual grant of time-vested non-qualified stock
    options to our NEOs as the sole element of our long-term,
    incentive compensation program for our NEOs for fiscal
    2010, and substantially reduce the relative size of (and in some
    cases, eliminate) our NEOs individual annual stock option
    grants for fiscal 2010 from the level of stock option grants
    made to each such NEO in fiscal 2009.     7




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and/or and/or and/or
  Setting
    Executive Compensation
  Form 10-K/A Rule 16b-3
       8




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Elements
    of Executive Compensation
    
    Base salary;
    Annual incentive cash bonus compensation;
    Long-term incentive compensation in the form of an annual
    time-vested non-qualified stock option grant; and
    Retirement and other benefits. 9




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##### Table of Contents



Base
    Salary
            Name and Position

BaseSalary ($)Neal R. VerfuerthChief Executive Officer

$
460,000Daniel J. WaibelPresident of Orion Asset Management


225,000John H. ScribanteSenior Vice President of Business Development


225,000Patricia A. VerfuerthVice President of Operations


175,000Scott R. JensenChief Financial Officer


165,000   Annual
    Cash Bonus Incentive Compensation
   10




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Approximate Fiscal2009 Bonus Range(% of Fiscal 2009 BaseName and Position

Salary)Neal R. VerfuerthChief Executive Officer


75-125
%Daniel J. WaibelPresident of Orion Asset Management


29-49John H. ScribanteSenior Vice President of Business Development


30-50Patricia A. VerfuerthVice President of Operations


23-38Scott R. JensenChief Financial Officer


26-44    11




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Long-Term
    Equity Incentive Compensation
     12




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Fiscal 2009 Option Grant

Fiscal 2010 Option GrantName and Position

Fair Value ($)/Shares (#)

Fair Value ($)/Shares (#)Neal R. VerfuerthChief Executive Officer

$
330,000/108,911


$
150,000/35,276Daniel J. WaibelPresident of Orion Asset Management

$
80,000/26,403


$
0/0John H. ScribanteSenior Vice President of Business Development

$
65,000/21,452


$
50,000/11,759Patricia A. VerfuerthVice President of Operations

$
5,000/1,650


$
0/0Scott R. JensenChief Financial Officer

$
50,000/16,502


$
50,000/11,759   Retirement
    and Other Benefits
  Welfare and Retirement Benefits. i.e.
 13




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Perquisites and Other Personal Benefits.
      Severance
    and Change of Control Arrangements
   14




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Other
    Policies
  Policies On Timing of Option Grants.
      Executive Officer Stock Ownership
    Guidelines.
 15




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Multiple ofPosition

Base SalaryChief Executive Officer

FiveExecutive Vice President

ThreeChief Financial Officer

ThreeGeneral Counsel

ThreeVice President

One     Tax Considerations.
     16




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Compensation
    Committee Report
  Form 10-K/A Form 10-K/A Form 10-K
      Summary
    Compensation Table for Fiscal 2009
    Non-EquityOption

Incentive Plan

All OtherFiscal

Salary

Bonus

Awards

Compensation

Compensation

TotalName and Principal Position

Year

($)

($)

($)(1)

($)

($)

($)Neal R. VerfuerthChief Executive Officer(2)


2009


$
460,000


$



$
215,284


$



$
101,028
(3)

$
776,312
(4)2008



290,700



500,000



252,355



292,000



186,867
(5)


1,521,9232007



270,000







18,572







156,739



445,311John H. ScribanteSenior Vice President of Business Development


2009



225,000







61,460











286,4602008



150,000







74,926



60,000



2,802



287,7292007



149,375



50,000



53,291







15,764



268,430Patricia A. VerfuerthVice President of Operations


2009



175,000







87,934







22,280
(6)


285,2142008



164,375



5,000



142,890



50,000



12,366



374,6312007



150,000



20,000



14,898







12,366



197,214Daniel J. WaibelPresident of Orion Asset Management(7)


2009



225,000







37,222







13,055
(8)


275,2772008



164,375



105,000



26,433



65,000



13,014



373,8222007



150,000



20,000



18,562







13,014



201,576Scott R. JensenChief Financial Officer(7)


2009



150,417







22,183







144



172,743     (1)
    
    Represents the amount of expense recognized for financial
    accounting purposes pursuant to SFAS 123(R) for the
    indicated fiscal year excluding, pursuant to SEC rules, the
    impact of estimated forfeitures related to service-based vesting
    conditions. Additional information about the assumptions that we
    used when valuing equity awards is set forth in our Annual
    Report on Form
    10-K in the
    Notes to Consolidated Financial Statements for our fiscal year
    ended March 31, 2009. 17




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(2)
    
    Mr. Verfuerth was our president as well as our chief
    executive officer until July 22, 2009, when his duties as
    president were assumed by James R. Kackley, who became our
    president and chief operating officer.(3)
    
    Includes (i) unused vacation day payments of $34,384;
    (ii) an automobile allowance of $12,000; (iii) $17,910
    in life insurance premiums; (iv) personal use of leased
    corporate aircraft with an aggregate incremental cost of
    $36,584; and (v) matching contributions under our 401(k)
    Plan.(4)
    
    Does not include $950,000 we paid to Mr. Verfuerth in
    fiscal 2009 in exchange for his intellectual property rights
    (See Related Person Transactions). This amount is
    excluded because the transaction was a purchase of property
    rights at fair value and not a compensatory transaction.(5)
    
    Includes (i) $23,832 in guarantee fees we paid to
    Mr. Verfuerth in exchange for his personal guarantee of
    certain of our outstanding indebtedness; (ii) $36,667 in
    forgiveness of outstanding indebtedness pursuant to
    Mr. Verfuerths prior employment agreement;
    (iii) $112,500 in intellectual property fees we paid to
    Mr. Verfuerth pursuant to his prior employment agreement;
    (iv) an automobile allowance of $12,000; and
    (v) $1,760 in life insurance premiums.(6)
    
    Includes (i) an automobile allowance of $12,000;
    (ii) personal use of leased corporate aircraft with an
    aggregate incremental cost of $9,038; (iii) matching
    contributions under our 401(k) Plan, and (iv) life
    insurance premiums.(7)
    
    Effective July 15, 2008, Mr. Waibel became president
    of our asset management division and was replaced as chief
    financial officer and treasurer by Mr. Jensen.(8)
    
    Includes (i) an automobile allowance of $12,000;
    (ii) matching contributions under our 401(k) Plan; and
    (iii) life insurance premiums.  Grants of
    Plan-Based Awards for Fiscal 2009
    All OtherOptionAwards:

Exercise

Grant DateNumber of

Price of

Fair ValueDate of

Estimated Future Payouts Under
    Non-Equity

Securities

Option

of OptionGrant

Committee

Incentive Plan Awards(1)

Underlying

Awards

AwardsName

Date

Action

Threshold ($)

Target ($)

Max ($)

Options (#)(2)

($/SH)(3)

($)(4)Neal R. Verfuerth


8/08/2008



7/30/2008



368,000



460,000



552,000



108,911



5.35



3.12John H. Scribante


8/08/2008



7/30/2008



64,000



80,000



96,000



21,452



5.35



3.12Patricia A. Verfuerth


8/08/2008



7/30/2008



40,000



50,000



60,000



1,650



5.35



3.12Daniel J. Waibel


8/08/2008



7/30/2008



64,000



80,000



96,000



26,403



5.35



3.12Scott R. Jensen


8/08/2008



7/30/2008



46,200



57,750



69,300



16,502



5.35



3.12     (1)
    
    Amounts in the three columns below represent possible payments
    for the cash bonus incentive compensation awards that we granted
    with respect to the performance period of fiscal 2009. No cash
    bonuses were paid for fiscal 2009. See Elements of
    Compensation  Annual Cash Bonus Incentive
    Compensation above for a discussion.(2)
    
    We granted the stock options listed in this column under our
    2004 Stock and Incentive Awards Plan in fiscal 2009.(3)
    
    The exercise price per share is equal to closing market price of
    a share of our common stock on the grant date.(4)
    
    Represents the grant date fair value of the stock options
    computed in accordance with SFAS 123(R). 18




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Outstanding
    Equity Awards at Fiscal 2009 Year End
    Option AwardsNumber of

Number ofShares

SharesUnderlying

UnderlyingUnexercised

Unexercised

Option

OptionOptions (#)

Options (#)

Exercise

ExpirationName

Exercisable

Unexercisable(1)

Price ($)

DateNeal R. Verfuerth






108,911
(1)


5.35



08/08/201854,546



150,000
(2)


2.20



12/20/2016180,958







4.49



07/27/2011Daniel J. Waibel






26,403
(3)


5.35



08/08/201840,000



60,000
(4)


2.20



12/20/2016John H. Scribante






21,452
(5)


5.35



08/08/201820,000



40,000
(6)


2.50



06/02/201650,000



25,000
(7)


2.25



07/31/20148,000







2.25



03/24/2014Patricia A. Verfuerth






1,650
(8)


5.35



08/08/201810,000



30,000
(9)


2.20



12/20/201650,000







0.937



10/01/20117,665







0.687



10/01/2011125,974







4.49



07/27/2011Scott R. Jensen






16,502
(10)


5.35



08/08/201810,000



15,000
(11)


2.20



03/01/20178,000







2.25



08/30/2014     (1)
    
    The option will vest with respect to 21,782 shares on
    August 8 of each of 2009, 2010, 2011 and 2012 and with respect
    to 21,783 shares on August 8, 2013, contingent on
    Mr. Verfuerths continued employment through that date.(2)
    
    The option will vest with respect to 50,000 shares on
    December 20 of each of 2009, 2010 and 2011, contingent on
    Mr. Verfuerths continued employment through the
    applicable vesting date.(3)
    
    The option will vest with respect to 5,280 shares on August
    8 of each of 2009 and 2010 and with respect to 5,281 shares
    on August 8 of each of 2011, 2012 and 2013, contingent on
    Mr. Waibels continued employment through that date.(4)
    
    The option will vest with respect to 20,000 shares on
    December 20 of each of 2009, 2010 and 2011, contingent on
    Mr. Waibels continued employment through the
    applicable vesting date.(5)
    
    The option will vest with respect to 4,290 shares on August
    8 of each of 2009 and 2010, and with respect to
    4,291 shares on August 8 of each of 2011, 2012 and 2013,
    contingent on Mr. Scribantes continued employment
    through the applicable vesting date.(6)
    
    The option will vest with respect to 20,000 shares on March
    31 of each of 2010 and 2011, contingent on
    Mr. Scribantes continued employment through the
    applicable vesting date.(7)
    
    The option will vest with respect to 25,000 shares on
    March 31, 2010, contingent on Mr. Scribantes
    continued employment through the applicable vesting date.(8)
    
    The option will vest with respect to 330 shares on August 8
    of each of 2009, 2010, 2011, 2012 and 2013, contingent on
    Ms. Verfuerths continued employment through the
    applicable vesting date.(9)
    
    The option will vest with respect to 10,000 shares on
    December 20 of each of 2009, 2010 and 2011, contingent on
    Ms. Verfuerths continued employment through the
    applicable vesting date. 19




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(10)
    
    The option will vest with respect to 3,300 shares on August
    8 of each of 2009 and 2010, and with respect to
    3,301 shares on August 8 of each of 2011, 2012 and 2013,
    contingent on Mr. Jensens continued employment
    through the applicable vesting date.(11)
    
    The option will vest with respect to 5,000 shares on March
    1 of each of 2010, 2011 and 2012, contingent on
    Mr. Jensens continued employment through the
    applicable vesting date.  Option
    Exercises for Fiscal 2009
    Option AwardsNumber of SharesAcquired on

Value RealizedExercise

on ExerciseName

(#)

($)(1)Neal R. Verfuerth






John H. Scribante


98,000



368,280Patricia A. Verfuerth






Daniel J. Waibel






Scott R. Jensen






     (1)
    
    Represents the difference, if any, between the market price of a
    share of our common stock on the date of exercise of the shares
    purchased and the aggregate exercise price per share paid by the
    executive.  Payments
    Upon Termination or Change of Control
  Employment
    Agreements
       20




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Employment

Renewal

Noncompete andExecutive

Severance

Term

Term

ConfidentialityNeal R. Verfuerth

2 × Salary + Avg. Bonus

2 Years

2 Years

YesDaniel J. Waibel

1 × Salary + Avg. Bonus

1 Year

1 Year

YesJohn H. Scribante

1/2 × Salary + Avg. Bonus

1 Year

1 Year

YesPatricia A. Verfuerth

1/2 × Salary + Avg. Bonus

1 Year

1 Year

YesScott R. Jensen

1/2 × Salary + Avg. Bonus

1 Year

1 Year

Yes         Post Changeof ControlEmployment



Excise TaxExecutive

Severance

Term

Trigger

Gross-Up

ValleyNeal R. Verfuerth

3 × Salary + Avg. Bonus

3 Years

Double

No

YesDaniel J. Waibel

2 × Salary + Avg. Bonus

2 Years

Double

No

YesJohn H. Scribante

1 × Salary + Avg. Bonus

1 Year

Double

No

YesPatricia A. Verfuerth

1 × Salary + Avg. Bonus

1 Year

Double

No

YesScott R. Jensen

1 × Salary + Avg. Bonus

1 Year

Double

No

Yes  21




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Equity
    Plans
  and/or
  
    With certain exceptions, any person (as such term is
    used in sections 13(d) and 14(d) of the Exchange Act),
    becomes a beneficial owner (as defined in
    Rule 13d-3
    under the Exchange Act), directly or indirectly, of securities
    representing more than 50% of the voting power of our then
    outstanding securities.
    Our shareholders approve (or, if shareholder approval is not
    required, our board approves) an agreement providing for
    (i) our merger or consolidation with another entity where
    our shareholders immediately prior to the merger or
    consolidation will not beneficially own, immediately after the
    merger or consolidation, securities of the surviving entity
    representing more than 50% of the voting power of the then
    outstanding securities of the surviving entity, (ii) the
    sale or other disposition of all or substantially all of our
    assets, or (iii) our liquidation or dissolution.
    Any person has commenced a tender offer or exchange offer for
    30% or more of the voting power of our then outstanding shares.
    Directors are elected such that a majority of the members of our
    board shall have been members of our board for less than two
    years, unless the election or nomination for election of each
    new director who was not a director at the beginning of such
    two-year period was approved by a vote of at least two-thirds of
    the directors then still in office who were directors at the
    beginning of such period. 22




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Payments
    Upon Termination
    Before Change in

After Change inControl Without

Control WithoutCause or for

Cause or forName

Benefit

Good Reason ($)

Good Reason ($)Neal R. Verfuerth

Severance


1,114,667



1,672,000Pro Rata Target Bonus


460,000



460,000Benefits


13,663



13,663Acceleration of Options






331,500Excise Tax Cut-Back






Total


1,588,330



2,477,163Daniel J. Waibel

Severance


253,333



506,667Pro Rata Target Bonus


80,000



80,000Benefits


20,762



20,762Acceleration of Options






132,600Excise Tax Cut-Back






(104,936
)Total


354,095



635,093John H. Scribante

Severance


130,833



261,667Pro Rata Target Bonus


80,000



80,000Benefits






Acceleration of Options






130,400Excise Tax Cut-Back






Total


210,833



472,067Patricia A. Verfuerth

Severance


99,167



198,333Pro Rata Target Bonus


50,000



50,000Benefits






Acceleration of Options






66,300Excise Tax Cut-Back






Total


149,167



314,633Scott R. Jensen

Severance


86,667



173,333Pro Rata Target Bonus


57,750



57,750Benefits


20,763



20,762Acceleration of Options






33,150Excise Tax Cut-Back






Total


165,180



284,995Total




2,467,605



4,183,951   Payments
    Upon Change of Control (No Termination)
   23




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Weighted AverageNumber of Option

ExerciseShares Cashed Out

Price per OptionName

(#)

Share ($)

Value Realized ($)Neal R. Verfuerth


204,546


$
2.20


$
452,047Daniel J. Waibel


100,000



2.20



221,000John H. Scribante


143,000



2.35



293,880Patricia A. Verfuerth


97,665



1.43



290,587Scott R. Jensen


33,000



2.21



72,530   Director
    Compensation
      Director
    Compensation for Fiscal 2009
   24




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Fees Earned

Fees Earned

Optionor Paid in

or Paid in

Awards

All OtherName

Cash ($)

Stock ($)(1)

($)(2)(3)

Compensation ($)

Total ($)Thomas A. Quadracci(4)

$



$
65,000


$
26,001






$
91,001James R. Kackley(5)


55,000







70,082







125,082Eckhart G. Grohmann(6)(7)






30,000



15,413







45,413Patrick J. Trotter(8)


10,000







2,381







12,381Diana Propper de Callejon(7)


20,000







10,235







30,235Russell Flaum(9)


25,000







2,178







27,178Roland Stephenson(10)(11)


10,000



10,000



2,178







22,178     (1)
    
    This column includes the amounts that the indicated directors
    elected to receive in the form of shares of our common stock
    rather than in cash.(2)
    
    Represents the amount of expense recognized for financial
    accounting purposes pursuant to SFAS 123(R) for fiscal 2009
    excluding, pursuant to SEC rules, the impact of estimated
    forfeitures related to service-based vesting conditions.
    Additional information about the assumptions that we used when
    valuing equity awards is set forth in our Annual Report on
    Form 10-K
    in the Notes to Consolidated Financial Statements for our fiscal
    year ended March 31, 2009.(3)
    
    The aggregate number of option awards outstanding as of
    March 31, 2009 for each director was as follows:
    Mr. Kackley held options to purchase an aggregate of
    92,851 shares of our common stock at a weighted average
    exercise price of $3.33 per share; Mr. Quadracci held
    options to purchase 24,851 shares of our common stock at a
    weighted average exercise price of $8.75 per share; and
    Mr. Flaum held options to purchase 7,426 shares of our
    common stock at s weighted average exercise price of $3.00 per
    share; and Mr. Stephenson held options to purchase
    7,426 shares of our common stock at a weighted average
    exercise price of $3.00 per share. On May 19, 2009, each
    non-employee director was granted his annual stock option grant
    having a fair value of $45,000, and represented by an option
    exercisable for 10,583 shares at an exercise price of $3.78
    per share. All options vest ratably over a three-year period.(4)
    
    As permitted under our compensation program for non-employee
    directors, Mr. Quadracci elected to receive his fiscal 2009
    retainers of $65,000 in shares of our common stock.
    Mr. Quadracci received 10,318 shares as a result of
    this election.(5)
    
    As disclosed above, on July 22, 2009, Mr. Kackley
    became our president and chief operating officer.(6)
    
    As permitted under our compensation program for non-employee
    directors, Mr. Grohmann elected to receive his retainers of
    $30,000 in shares of our common stock. Mr. Grohmann
    received 3,592 shares as a result of this election.(7)
    
    Mr. Grohmann and Ms. Propper de Callejon retired from
    our board of directors on September 10, 2008.(8)
    
    Mr. Trotter resigned from our board of directors effective
    May 31, 2008.(9)
    
    Mr. Flaum was elected to our board of directors on
    September 10, 2008.(10)
    
    As permitted under our compensation program for non-employee
    directors, Mr. Stephenson elected to receive one-half of
    his fiscal 2009 retainers of $20,000 (or $10,000) in shares of
    our common stock. Mr. Stephenson received 2,717 shares
    as a result of this election.(11)
    
    Mr. Stephenson was appointed to our board of directors on
    September 10, 2008. 25




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##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED SHAREHOLDER MATTERS  Security
    Ownership of Certain Beneficial Owners and Management
    
    each person (or group of affiliated persons) known to us to be
    the beneficial owner of more than 5% of our common stock;
    each of our named executive officers;  
    each of our directors; and  
    all of our directors and current executive officers as a group.    c/o Orion
  Shares Beneficially OwnedNumber

Percentage of OutstandingDirectors and executive officersNeal R. Verfuerth(1)


3,120,685



14.1
%James R. Kackley(2)


266,992



1.2Daniel J. Waibel(3)


809,248



3.7Michael J. Potts(4)


426,642



2.0John Scribante(5)


28,105



*Patricia A. Verfuerth(6)


3,120,685



14.1Russell M. Flaum


0



*Thomas A. Quadracci(7)


79,546



*Roland G. Stephenson(8)


4,040



*Mark C. Williamson


0



*All directors and executive officers as a group (13
    individuals)(9)


5,014,258



22.5
%Principal shareholdersGE Capital Equity Investments, Inc.(10)


1,774,832



8.2
%Anchorage Capital Master Offshore, Ltd.(11)


1,542,903



7.1
%     *
    
    Indicates less than 1%.(1)
    
    Consists of (i) 1,957,861 shares of common stock;
    (ii) 769,234 shares of common stock held by
    Mr. Verfuerths wife, Patricia A. Verfuerth;
    (iii) 257,286 shares of common stock issuable upon the
    exercise of vested and exercisable options; and
    (iv) 136,304 shares of common stock issuable upon the
    exercise of vested and exercisable options held by
    Mr. Verfuerths wife, Patricia A. Verfuerth. The
    number does not reflect 272,405 shares of common stock
    subject to options held by Mr. Verfuerth that will not
    become exercisable within 60 days of July 22, 2009. 26




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##### Table of Contents



(2)
    
    Consists of (i) 161,022 shares of common stock;
    (ii) 60,970 shares of common stock issuable upon the
    exercise of vested and exercisable options; and
    (iii) 45,000 shares of common stock beneficially owned
    by Mr. Kackleys grandchildren. The number does not
    include 42,464 shares of common stock subject to options
    held by Mr. Kackley that will not become exercisable within
    60 days of July 22, 2009.(3)
    
    Consists of (i) 763,968 shares of common stock and
    (ii) 45,280 shares of common stock issuable upon the
    exercise of vested and exercisable options. The number does not
    include 81,123 shares of common stock subject to an option
    held by Mr. Waibel that will not become exercisable within
    60 days of July 22, 2009.(4)
    
    Consists of (i) 392,352 shares of common stock and
    (ii) 34,290 shares of common stock issuable upon the
    exercise of vested and exercisable options. The number does not
    include 73,921 shares of common stock subject to options
    that will not become exercisable within 60 days of
    July 22, 2009.(5)
    
    Consists of (i) 23,815 shares of common stock owned by
    Garden Villa on 3rd LLP; and (iii) 4,290 shares of
    common stock issuable upon the exercise of vested and
    exercisable options. The number does not include
    93,921 shares of common stock subject to an option that
    will not become exercisable within 60 days of July 22,
    2009.(6)
    
    Consists of (i) 769,234 shares of common stock;
    (ii) 1,957,861 shares of common stock held by
    Ms. Verfuerths husband, Neal R. Verfuerth;
    (iii) 136,304 shares of common stock issuable upon the
    exercise of vested and exercisable options; and
    (iv) 257,286 shares of common stock issuable upon the
    exercise of vested and exercisable options held by
    Ms. Verfuerths husband, Neal R. Verfuerth. The number
    does not reflect 31,320 shares of common stock subject to
    options held by Ms. Verfuerth that will not become
    exercisable within 60 days of July 22, 2009.(7)
    
    Consists of (i) 62,976 shares of common stock;
    (ii) 3,600 shares of common stock held by
    Mr. Quadraccis wife; and
    (iii) 12,970 shares of common stock issuable upon the
    exercise of vested and exercisable options. The number does not
    include 22,464 shares of common stock subject to an option
    held by Mr. Quadracci that will not become exercisable
    within 60 days of July 22, 2009.(8)
    
    Consists of 4,040 shares of common stock.(9)
    
    Includes 655,991 shares of common stock issuable upon the
    exercise of vested and exercisable options. The number does not
    include 804,140 shares of common stock subject to options
    that will not become exercisable within 60 days of
    July 22, 2009.(10)
    
    The address of GE Capital Equity Investments, Inc., which we
    refer to as GECEI, is 201 Merritt 7, Norwalk,
    Connecticut 06851. Other than share ownership percentage
    information, the information set forth is as of
    December 31, 2008, as reported by GECEI in its
    Schedule 13G filed with us and the SEC.(11)
    
    The address of Anchorage Capital Master Offshore, Ltd., which we
    refer to as ACMOL, is 610 Broadway, 6th Floor, New
    York, New York 10012. Other than share ownership percentage
    information, the information set forth is as of
    December 31, 2008, as reported by ACMOL in its
    Schedule 13G filed with us and the SEC. 
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE  Policies
    and Procedures Governing Related Person Transactions
    
    a related person means any of our directors,
    executive officers, nominees for director, holder of 5% or more
    of our common stock or any of their immediate family
    members; and
    a related person transaction generally is a
    transaction (including any indebtedness or a guarantee of
    indebtedness) in which we were or are to be a participant and
    the amount involved exceeds $120,000, and in which a related
    person had or will have a direct or indirect material interest.   27




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##### Table of Contents



Related
    Person Transactions
    Thomas
    A. Quadracci
  Quad/Graphics, Inc.
  Roland
    G. Stephenson
    John
    H. Scribante
    James
    R. Kackley
    Neal
    and Patricia Verfuerth
   28




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##### Table of Contents



Director
    Independence
   
  ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Form 10-K.
   29




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##### Table of Contents



Fiscal 2009


Fiscal 2008Audit fees(1)

$
316,234


$
225,139Audit-related fees(2)


11,677



13,330Tax fees(3)


101,725



121,998Total fees

$
429,636


$
360,467     (1)
    
    Represents the aggregate fees billed for the audit of the
    March 31, 2009 and 2008 financial statements, respectively,
    review of quarterly financial statements, attendance at audit
    committee meetings and
    Sarbanes-Oxley
    section 404 advisory services.(2)
    
    Represents the aggregate fees billed for audit of our benefit
    plans.(3)
    
    Represents the aggregate fees billed for tax compliance.    case-by-case
 
  PART IV
 
  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Form 10-K
    Form 10-K
 30




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##### Table of Contents



Form 10-K
 
  EXHIBIT INDEX
  Number

Exhibit Title2
.1

Form of Series C Senior Convertible Preferred Stock
    Purchase Agreement, including exhibits, by and among Orion
    Energy Systems, Inc. and the signatories thereto, filed as
    Exhibit 2.1 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 2.1.3
.1

Amended and Restated Articles of Incorporation of Orion Energy
    Systems, Inc., filed as Exhibit 3.3 to the
    Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 3.1.3
.2

Amended and Restated Bylaws of Orion Energy Systems, Inc., filed
    as Exhibit 3.5 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 3.2.4
.1

Amended and Restated Investors Rights Agreement by and
    among Orion Energy Systems, Inc. and the signatories thereto,
    dated August 3, 2007, filed as Exhibit 4.1 to the
    Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 4.1.4
.2

Form of Warrant to purchase Common Stock of Orion Energy
    Systems, Inc. , filed as Exhibit 4.3 to the
    Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 4.2.4
.3

Form of Warrant to purchase Common Stock of Orion Energy
    Systems, Inc. , filed as Exhibit 4.4 to the
    Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 4.3.4
.4

Rights Agreement, dated as of January 7, 2009, between
    Orion Energy Systems, Inc. and
    Wells Fargo Bank, N.A., which includes as
    Exhibit A thereto the Form of Right Certificate and as
    Exhibit B thereto the Summary of Common Share Purchase
    Rights, filed as Exhibit 4.1 to the Registrants
    Form 8-A
    filed January 8, 2009 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 4.4.10
.1

Credit Agreement, dated March 18, 2008, by and between
    Orion Energy Systems, Inc., Great Lakes Energy Technologies, LLC
    and Wells Fargo Bank, National Association, filed as
    Exhibit 10.1 to the Registrants
    Form 8-K
    filed March 21, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.1.10
.2

First Amendment, dated May 15, 2009, to the Credit
    Agreement, dated as of March 18, 2008, among the Company,
    Great Lakes Energy Technologies, LLC, and Wells Fargo Bank,
    National Association, filed as Exhibit 10.1 to the
    Registrants
    Form 8-K
    filed May 20, 2009 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.2.*10
.3

Revolving Line of Credit Note, dated March 18, 2008, by and
    between Orion Energy Systems, Inc.,
    Great Lakes Energy Technologies, LLC and
    Wells Fargo Bank, National Association, filed as
    Exhibit 10.2 to the Registrants
    Form 8-K
    filed March 21, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.3.10
.4

Separation Agreement by and between Orion Energy Systems, Inc.
    and Bruce Wadman, effective July 5, 2007, filed as
    Exhibit 10.3 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.4.*10
.5

Separation Agreement by and between Orion Energy Systems, Inc.
    and James Prange, effective July 18, 2007, filed as
    Exhibit 10.4 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.5.*10
.6

Orion Energy Systems, Inc. 2003 Stock Option Plan, as amended,
    filed as Exhibit 10.6 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.6.*10
.7

Form of Stock Option Agreement under the Orion Energy Systems,
    Inc. 2003 Stock Option Plan, filed as Exhibit 10.7 to the
    Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.7.* 31




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##### Table of Contents



Number

Exhibit Title10
.8

Orion Energy Systems, Inc. 2004 Stock and Incentive Awards Plan,
    filed as Exhibit 10.9 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.8.*10
.9

Form of Stock Option Agreement under the Orion Energy Systems,
    Inc. 2004 Equity Incentive Plan, filed as Exhibit 10.10 to
    the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.9.*10
.10

Form of Stock Option Agreement under the Orion Energy Systems,
    Inc. 2004 Stock and Incentive Awards Plan, filed as
    Exhibit 10.11 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.10.*10
.11

Form of Promissory Note and Collateral Pledge Agreement in favor
    of Orion Energy Systems, Inc. in connection with option
    exercises (all such notes were paid in full in July and August
    2007), filed as Exhibit 10.12 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.11.*10
.12

Summary of Non-Employee Director Compensation, filed as
    Exhibit 10.15 to the Registrants
    Form S-1
    filed November 16, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.12.*10
.13

Executive Employment and Severance Agreement, dated
    February 15, 2008, by and between
    Orion Energy Systems, Inc. and Daniel J. Waibel,
    filed as Exhibit 10.1 to the Registrants
    Form 8-K
    filed February 22, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.13*
    (replaced by Exhibit 10.14 to this
    Form 10-K
    on August 12, 2008).10
.14

Executive Employment and Severance Agreement, dated
    August 12, 2008, by and between
    Orion Energy Systems, Inc. and
    Daniel J. Waibel, filed as Exhibit 10.2 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.14.*10
.15

Executive Employment and Severance Agreement, dated
    February 21, 2008, by and between
    Orion Energy Systems, Inc. and Michael J. Potts,
    filed as Exhibit 10.2 to the Registrants
    Form 8-K
    filed February 22, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.15.*10
.16

Executive Employment and Severance Agreement, dated
    February 20, 2008, by and between
    Orion Energy Systems, Inc. and Eric von Estorff,
    filed as Exhibit 10.3 to the Registrants
    Form 8-K
    filed February 22, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.16.*10
.17

Executive Employment and Severance Agreement, dated
    February 21, 2008, by and between
    Orion Energy Systems, Inc. and Erik G. Birkerts,
    filed as Exhibit 10.4 to the Registrants
    Form 8-K
    filed February 22, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.17*
    (replaced by Exhibit 10.18 to this
    Form 10-K
    on August 12, 2008).10
.18

Executive Employment and Severance Agreement, dated
    August 12, 2008, by and between
    Orion Energy Systems, Inc. and Erik G. Birkerts,
    filed as Exhibit 10.3 to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.18.*10
.19

Executive Employment and Severance Agreement, dated
    March 18, 2008, by and between
    Orion Energy Systems, Inc. and John H. Scribante,
    filed as Exhibit 10.3 to the Registrants
    Form 8-K
    filed March 21, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.19.*10
.20

Executive Employment and Severance Agreement, dated
    April 14, 2008, by and between
    Orion Energy Systems, Inc. and Neal R. Verfuerth,
    filed as Exhibit 10.1 to the Registrants
    Form 8-K
    filed April 18, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.20.*10
.21

Executive Employment and Severance Agreement, dated
    August 12, 2008, by and between
    Orion Energy Systems, Inc. and Scott R. Jensen,
    filed as Exhibit 10.1 to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.21.*10
.22

Executive Employment and Severance Agreement, dated
    February 4, 2009, by and between
    Orion Energy Systems, Inc. and Patricia A.
    Verfuerth, filed as Exhibit 10.1 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended December 31, 2008 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.22.* 32




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##### Table of Contents



Number

Exhibit Title10
.23

Patent and Trademark Security Agreement by and between Orion
    Energy Systems, Inc. and Wells Fargo Bank, National
    Association, Acting Through its Wells Fargo Business Credit
    Operating Division, dated December 22, 2005, filed as
    Exhibit 10.13 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.23.10
.24

Patent and Trademark Security Agreement by and between Great
    Lakes Energy Technologies, LLC and Wells Fargo Bank, National
    Association, Acting Through its Wells Fargo Business Credit
    Operating Division, dated December 22, 2005, filed as
    Exhibit 10.14 to the Registrants
    Form S-1
    filed August 20, 2007 (File
    No. 333-145569),
    is hereby incorporated by reference as Exhibit 10.24.10
.25

Offer Letter, dated as of July 22, 2009, between Orion
    Energy Systems, Inc. and James R. Kackley, filed as
    Exhibit 10.1 to the Registrants
    Form 8-K
    filed July 22, 2009 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.25.*10
.26

Executive Employment and Severance Agreement, dated as of
    July 22, 2009, between
    Orion Energy Systems, Inc. and James R. Kackley,
    filed as Exhibit 10.2 to the Registrants
    Form 8-K
    filed July 22, 2009 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.26.*10
.27

Stock Option Award Agreement, dated as of July 22, 2009,
    between Orion Energy Systems, Inc. and James R. Kackley, filed
    as Exhibit 10.3 to the Registrants
    Form 8-K
    filed July 22, 2009 (File
    No. 001-33887),
    is hereby incorporated by reference as Exhibit 10.27.*21
.1

Subsidiaries of Orion Energy Systems, Inc.23
.1

Consent of Independent Registered Public Accounting Firm.31
.1

Certification of Chief Executive Officer of Orion Energy
    Systems, Inc. pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    promulgated under the Securities Exchange Act of 1934, as
    amended.**31
.2

Certification of Chief Financial Officer of Orion Energy
    Systems, Inc. pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    promulgated under the Securities Exchange Act of 1934, as
    amended.**32
.1

Certification of Chief Executive Officer and Chief Financial
    Officer of Orion Energy Systems, Inc. pursuant to
    Rule 13a-14(b)
    promulgated under the Securities Exchange Act of 1934, as
    amended, and 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.**     *
    
    Management contract or compensatory plan or arrangement required
    to be filed (and/or incorporated by reference) as an exhibit to
    this Annual Report on
    Form 10-K
    pursuant to Item 15(a)(3) of
    Form 10-K.**
    
    Filed herewith 33




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SIGNATURES
  Form 10-K/A Form 10-K
    By:
    /s/  Neal
    R. Verfuerth    34