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):  December 11, 2012

Energy Recovery, Inc.
(Exact Name of Registrant as Specified in its Charter)


Delaware
001-34112
01-0616867
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)


1717 Doolittle Dr. San Leandro, CA 94577
(Address if Principal Executive Offices)(Zip Code)


510-483-7370
(Registrant’s telephone number, including area code)


Not applicable
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
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-2(b))

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

 
 
 
 
Item 7.01         Regulation FD Disclosure.

Effective December 11, 2012, management of Energy Recovery, Inc. (the “Company”) will begin using the materials included in Exhibit 99.1 to this report (the “Investor Presentation”) in connection with presentations to existing and prospective investors.  The Investor Presentation is incorporated by reference into this Item 7.01 and will also be available on the Company's website at www.energyrecovery.com.

The information in this Item 7.01 is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended unless specifically identified therein as being incorporated by reference. The furnishing of the information in this report is not intended to, nor does it, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements reflect our current estimates, expectations and projections about our future results, performance, market trends, addressable markets, prospects and opportunities. Words such as “estimated,” “expect,” and “future,” and similar expressions, as well as statements in future tense, identify forward-looking statements. The Company is furnishing with this report the Investor Presentation prepared by our management which will be posted on our website after this report is filed.

The Company is not undertaking to update this Investor Presentation. This report is not intended as a statement concerning the materiality of any information contained in the Investor Presentation.

The full text of the Investor Presentation is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01         Financial Statements and Exhibits.

(c)                      Exhibits.

The following exhibit is furnished herewith:

99.1                   Investor Presentation.

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.

Date: December 11, 2012


 
Energy Recovery, Inc.
  
 
 
 
  
 
By:
/s/ Alexander J. Buehler
  
 
 
Alexander J. Buehler
  
 
  
Chief Financial Officer