UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 924, 2013

EnergySolutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-33830		51-0653027
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Delaware

(State or Other Jurisdiction of

Incorporation)

001-33830

(Commission File Number)

51-0653027

(I.R.S. Employer

Identification No.)

423 West 300 South

Suite 200

Salt Lake City, Utah

84101

(Address of Principal Executive Offices)

(Zip Code)

(801) 649-2000

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2b)

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

Item 72.01 ~~Regulation~~Completion FDof ~~Disclosure~~Acquisition or Disposition of Assets.

AsOn ~~previously announced, on January~~May 724, 2013, ~~EnergySolutions~~Rockwell Holdco, Inc., a Delaware corporation (“~~EnergySolutions~~Parent”), ~~the~~which ~~“Company”~~was formed by Energy Capital Partners II, ~~“we”~~LP and its parallel funds, ~~“us”~~completed its previously announced acquisition of EnergySolutions, Inc., ora Delaware corporation (the “~~our~~Company”), ~~entered~~pursuant ~~into~~to anthe Agreement and Plan of Merger (the “Merger Agreement”), bydated ~~and~~as ~~among~~of ~~EnergySolutions~~January 7, ~~Rockwell Holdco~~2013, as amended on April ~~Inc.~~5, a2013, ~~Delaware~~by ~~corporation~~and (“among Parent”), the Company, and Rockwell Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). ~~relating~~Pursuant to the ~~acquisition of EnergySolutions by Parent (the “~~Merger~~”).~~ ~~Parent~~Agreement, ~~and~~ Merger Sub ~~are~~merged ~~affiliates~~with ofand ~~Energy~~into ~~Capital~~the ~~Partners~~Company ~~II, LP~~ (~~“Energy~~the ~~Capital Partners~~“Merger”)~~. On April 5~~, ~~2013,~~with ~~EnergySolutions,~~the ~~Parent~~Company ~~and~~surviving the Merger ~~Sub~~as ~~entered~~a ~~into~~wholly ~~the~~owned ~~First~~subsidiary ~~Amendment~~of ~~to the Merger Agreement~~Parent.

InAt ~~January~~ the effective time of ~~2013~~the Merger (the “Effective Time”), ~~EnergySolutions~~each ~~notified~~issued ~~the~~and ~~U.S.~~outstanding ~~Nuclear~~share ~~Regulatory~~of ~~Commission~~common stock of the Company (the “~~NRC~~Company Common Stock”), ~~about~~par ~~the~~value ~~Merger~~$0.01 ~~and~~per ~~requested~~share ~~the~~(other ~~NRC’s~~than ~~consent~~shares toof Company Common Stock held in the ~~proposed~~treasury ~~indirect~~of ~~transfer~~the Company or owned by Parent, affiliates of ~~control~~Parent, Merger Sub, a subsidiary of the Company’s ~~NRC~~or ~~radioactive~~by ~~material~~stockholders ~~licenses~~who have validly exercised and ~~permits~~perfected ~~pursuant~~their toappraisal rights under Delaware law), was converted into the ~~Merger~~right to receive $4.15 Onin ~~May 9~~cash, ~~2013,~~without ~~the~~interest ~~NRC~~and ~~consented~~subject to ~~the~~any ~~indirect~~required ~~transfer~~withholding of ~~control~~taxes (the “Merger Consideration”). As a result of the Merger, the Company’s ~~NRC~~became ~~licenses~~a ~~and~~wholly ~~permits~~owned ~~pursuant~~subsidiary toof Parent, with Parent owning all of the ~~Merger~~Company Common Stock.

The ~~Company~~foregoing ~~has~~description ~~now~~of ~~received~~ the ~~required~~Merger, ~~regulatory~~the ~~approvals~~Merger ~~related~~Agreement toand the ~~Merger~~rights ~~from~~of holders of the ~~states~~Company ofCommon ~~Ohio,~~Stock ~~South~~is ~~Carolina~~only a summary, ~~Tennessee~~does ~~and~~not ~~Utah~~purport to be complete and ~~from~~is qualified in its entirety by reference to the ~~NRC.~~Merger NoAgreement, ~~further~~which ~~regulatory~~was ~~approvals~~filed ~~related~~as Exhibit 2.1 to the ~~Merger~~Company’s ~~are~~Current ~~required~~Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 8, 2013 and which is incorporated herein by reference.

~~The~~Item ~~obligation~~3.01 Notice of ~~Parent~~Delisting ~~and~~or ~~Merger~~Failure ~~Sub~~ to ~~consummate~~Satisfy ~~the Merger remains subject to the satisfaction or waiver of~~ a ~~number~~Continued ofListing ~~conditions~~Rule ~~set forth in the Merger Agreement, including (i) the absence of any law~~ or ~~order~~Standard; ~~preventing~~Transfer ~~the consummation~~ of the Merger, (ii) subject to certain exceptions, the accuracy of the Company’s representations and warranties, (iii) the Company’s compliance in all material respects with its obligations under the Merger Agreement, and (iv) the absence of a material adverse effect on the CompanyListing.

~~The~~On ~~obligation~~May 24, 2013, in connection with the closing of the Merger, the Company tonotified ~~consummate~~the New York Stock Exchange (the ~~Merger~~“NYSE”) ~~remains~~that ~~subject~~trading toin the ~~satisfaction~~Company orCommon ~~waiver~~Stock ofshould abe ~~number~~suspended and the listing of ~~conditions~~the ~~set~~Company ~~forth~~Common inStock on the ~~Merger~~NYSE ~~Agreement,~~should ~~including~~be removed. The Company requested that the NYSE file with the SEC an application on Form 25 to delist and deregister the Company Common Stock under Section 12(ib) of the ~~absence~~Securities Exchange Act of ~~any~~1934 ~~law~~(the or“Exchange ~~order~~Act”). ~~preventing~~The Company intends to file with the ~~consummation~~SEC a Form 15 to terminate the registration of the ~~Merger~~Company ~~(ii)~~Common Stock under Section ~~that~~12 ~~Parent’s~~of the Exchange Act and ~~Merger~~notify ~~Sub~~the SEC of the suspension of the Company’s ~~representations~~reporting ~~and~~obligations ~~warranties~~with ~~are~~respect ~~accurate~~to ~~subject~~the toCompany ~~certain~~Common ~~exceptions~~Stock ~~and~~under Section 13(~~iii~~a) ~~that~~of ~~Parent~~the ~~and~~Exchange ~~Merger~~Act. The ~~Sub~~Company ~~have~~will ~~complied~~continue into ~~all~~have ~~material~~reporting ~~respects~~obligations with ~~their~~respect ~~obligations~~to ~~under~~ the ~~Merger~~Company’s ~~Agreement~~10.75% Senior Notes Due 2018.

~~The~~Item ~~Company~~3.03 ~~expects~~Material Modification to ~~consummate~~Rights ~~the~~of ~~Merger~~Security ~~on or about May 24, 2013, after which time the Company’s common stock will be delisted from the New York Stock Exchange~~Holders.

~~The~~At ~~information~~the inEffective ~~this~~Time, ~~Item~~pursuant ~~7.01~~to isthe ~~being~~Merger ~~furnished~~Agreement, ~~not~~the ~~filed.~~Company’s Certificate ~~Accordingly,~~of Incorporation was amended and restated to read in its entirety as the ~~information~~certificate of incorporation of Merger Sub in ~~this~~effect ~~item~~immediately ~~will~~prior ~~not~~to bethe ~~incorporated~~Effective byTime, ~~reference~~except ~~into~~that ~~any~~the ~~registration~~name ~~statement~~of ~~filed~~the bycompany set forth therein is “EnergySolutions, Inc.” or(the ~~any~~“Amended ~~related~~and ~~entity~~Restated ~~under~~Certificate ~~the~~of ~~Securities~~Incorporation”). ~~Act~~The Amended and Restated Certificate of ~~1933~~Incorporation reflects, asamong ~~amended~~other things, ~~unless~~changes ~~specifically~~to ~~identified~~the ~~therein~~authorized ascommon ~~being~~stock ~~incorporated~~of bythe ~~reference therein~~Company.

Also, pursuant to the Merger Agreement, at the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company, as the surviving corporation in the Merger, except that the name of the company set forth therein is “EnergySolutions, Inc.” (the “Amended and Restated Bylaws”).

The foregoing descriptions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are not complete and are subject to and qualified in their entirety by reference to the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, copies of which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, hereto and are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

A change of control of the Company occurred on May 24, 2013 upon the filing of the certificate of merger with the Secretary of State of the State of Delaware, at which time Merger Sub merged with and into the Company. As a result of the Merger, the Company became a wholly owned subsidiary of Parent, with Parent owning all of the Company Common Stock.

Parent paid a total of approximately $396 million in cash to the Company’s stockholders in connection with the Merger.

The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

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

Employment Agreement with David J. Lockwood

On May 24, 2013, the Company entered into an employment agreement with David J. Lockwood, which provides that Mr. Lockwood will continue to serve as the Company’s Chief Executive Officer. The employment agreement replaces and supersedes all prior agreements between the Company and Mr. Lockwood related to his employment, including his offer letter, severance agreement, phantom performance share unit agreement, and restricted stock agreement, each entered into in June 2012, and his retention award agreement, entered into in January 2013.

Cash Payments. Under the employment agreement, Mr. Lockwood is entitled to an annual base salary of $600,000 and to a cash bonus for each fiscal year, commencing with fiscal year 2014, with a target amount equal to 100% of his annual base salary. In connection with the closing of the Merger to settle existing obligations owed to Mr. Lockwood and in connection with the execution of the employment agreement, Mr. Lockwood received a cash payment equal to $16,819,184. Subject to certain vesting conditions and Mr. Lockwood’s compliance with certain noncompetition and nonsolicitation covenants, upon his termination of employment, Mr. Lockwood will be entitled to receive a cash payment equal to the amount that results in Mr. Lockwood receiving $3,169,343, after payment of income taxes on such payment.

Option Award. In connection with the execution of the employment agreement, Parent granted Mr. Lockwood a non-qualified stock option to purchase 7,894 shares of Parent common stock. Under the terms of the employment agreement, Mr. Lockwood is also entitled to receive additional stock options in the event that certain stockholders purchase additional shares of Parent common stock prior to November 24, 2013. Each option will vest and become exercisable in five equal annual installments, subject to full or partial acceleration in the event of a change in control of Parent or upon a termination of Mr. Lockwood’s employment by the Company without “cause” or by Mr. Lockwood for “good reason.” Each option will be subject to forfeiture and/or repayment in the event Mr. Lockwood breaches his noncompetition covenant.

Investment in Parent. In connection with the execution of the employment agreement, Mr. Lockwood entered into an agreement to purchase a number of shares of Parent common stock worth $5,000,000.

Stock Option Plan of Rockwell Holdco, Inc.

On May 22, 2013, the board of directors and stockholders of Parent approved the Stock Option Plan of Rockwell Holdco, Inc. (the “Plan”), pursuant to which stock options may be granted to the employees, consultants, non-employee directors of Parent or its subsidiaries. Under the Plan, 36,087 shares of Parent common stock have

been reserved for issuance under the Plan. Any option granted under the Plan will be subject to terms and conditions contained in a written stock option agreement, and any shares of Parent common stock received upon exercise of an option under the Plan will be subject to Parent’s Stockholders Agreement. Prior to an initial public offering, the board of directors of Parent will administer the Plan and may amend, suspend or terminate the Plan at any time or from time to time, subject in certain cases to stockholder approval.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 8.01 Other Events.

The Company issued a press release on May 924, 2013 announcing ~~its~~the ~~receipt~~consummation of the ~~NRC’s~~merger ~~consent~~and toits notifying the ~~indirect~~NYSE ~~transfer~~ of ~~control of~~ the Company’s ~~NRC~~intent ~~licenses~~to ~~and~~withdraw ~~permits~~the ~~pursuant~~Company toCommon Stock from listing on the ~~Merger~~NYSE.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
99.1		Press Release, dated May 9, 2013
3.1		Amended and Restated Certificate of Incorporation of the Company, dated May 24, 2013
3.2		Amended and Restated Bylaws of the Company, dated May 24, 2013
99.1		Press Release, dated May 24, 2013

~~Forward-Looking Statements~~4

This communication, and all statements made regarding the subject matter of this communication, contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on the current expectations and beliefs of EnergySolutions and are subject to a number

of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Any statements that are not statements of historical fact (such as statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should be considered forward-looking statements. Among others, the following risks, uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the Merger may not be consummated in a timely manner, if at all; (ii) the risk that the Merger Agreement may be terminated in circumstances that require EnergySolutions to pay Energy Capital Partners Management II, LP or its designee a termination fee of up to $13,600,000, including the inability to complete the Merger due to the failure to satisfy certain conditions for completion of the Merger; (iii) risks related to the diversion of management’s attention from EnergySolutions’ ongoing business operations; (iv) risks regarding the failure of Energy Capital Partners to obtain the necessary financing to complete the Merger; (v) the effect of the announcement of the acquisition on EnergySolutions’ business relationships (including, without limitation, partners and customers), operating results and business generally as well as the potential difficulties in employee retention as a result of the Merger; (vi) risks related to obtaining the requisite consents to the acquisition; (vii) risks related to the outcome of any legal proceedings that have been, or will be, instituted against EnergySolutions related to the Merger Agreement; and (viii) risks related to the effects of local and national economic, credit and capital market conditions on the economy in general. Additional risk factors that may affect future results are contained in EnergySolutions’ filings with the SEC, which are available at the SEC’s website http://www.sec.gov. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by EnergySolutions. EnergySolutions and Energy Capital Partners expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change of expectations with regard thereto or to reflect any change in events, conditions or circumstances.

SIGNATURE

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

	ENERGYSOLUTIONS, INC.
	By:	/s/ Russ Workman
	Name:	Russ Workman
	Title:	General Counsel
Date: May 9, 2013
Date: May 24, 2013

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