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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 10, 2004
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METRETEK TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-19793 84-11698358
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
303 EAST 17TH STREET, SUITE 660, DENVER, COLORADO 80203
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 785-8080
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 10, 2004, Metretek Technologies, Inc., a Delaware corporation
(the "Company"), entered into Stock Purchase Agreements ("Purchase Agreements")
with the employee-shareholders of PowerSecure, Inc., a Delaware corporation and
majority-owned subsidiary of the Company ("PowerSecure"). Pursuant to the
Purchase Agreements, the Company is issuing 950,000 shares of its Common Stock,
par value $.01 per share ("Common Stock"), in exchange for the minority 13.9%
interest in PowerSecure owned by the employee-shareholders of PowerSecure. After
the closing of the Purchase Agreements, the Company will own all of the issued
and outstanding shares of PowerSecure, and PowerSecure will become a
wholly-owned subsidiary of the Company. Approximately 485,400 shares of Common
Stock will be issued to Sidney Hinton, the President of PowerSecure, on the same
terms as the shares of Common Stock are issued to the other PowerSecure
employee-shareholders.
The closing of the purchase of the minority interest in PowerSecure is
subject to a number of conditions, including the receipt by the Company of a
fairness opinion by an investment banking firm and the approval of certain
stockholders of the Company who received their shares in a private placement in
May 2004, as well as certain other customary closing conditions.
The issuance of the Common Stock pursuant to the Purchase Agreements will
be in a private placement by the Company in reliance upon the exemptions from
registration provided under Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"), and Rule 506 under Regulation D promulgated
under the Securities Act. The offers were and the sales will be made only to
employees of PowerSecure; no general solicitation was made by the Company or any
person acting on its behalf; no broker-dealer was engaged or utilized in
connection with the offer and sale; the securities will be issued subject to
transfer restrictions; and the certificates for those securities will contained
an appropriate legend stating that they have not been registered under the
Securities Act and may not be offered or sold absent registration or pursuant to
an exemption therefrom.
The full text of the form of Purchase Agreements is attached hereto as
Exhibit 10.1 and incorporated herein by reference. The foregoing summary is
qualified in its entirety to, and should be read in conjunction with, such
exhibit.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The information contained in Item 1.01 above is incorporated in this Item
3.02 by this reference.
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ITEM 7.01. REGULATION FD DISCLOSURE.
The Company will be presenting on September 13, 2004 at the Roth Capital
Partners New York Conference in New York City, and at the Edgewater Research
Partners Conference in Coeur d'Alene, Idaho. The Company, through its senior
management, may make similar presentations from time to time in the near future
to investment analysts and other members of the financial and investment
community. These presentations will contain information about the business,
operations, initiatives, products, services, financial results and prospects of
the Company and its subsidiaries, including recent updates in financial
guidance. This investment presentation will be made available on the Company's
website at www.metretek.com. The full text of the investment presentation is
attached hereto as Exhibit 99.1 and incorporated herein by this reference.
On September 13, 2004, the Company issued a press release announcing it
has completed the conversion of 250 shares of its Series B Preferred Stock,
entered into agreements to acquire the outstanding 14% minority interest in
PowerSecure and updating its financial guidance for the fiscal year ended
December 31, 2004 and providing guidance for the fiscal year ending December 31,
2005. The full text of the Company's press release is attached hereto as Exhibit
99.2 and incorporated herein by this reference.
This Report contains forward-looking statements made within the meaning of
and pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are all statements other than
statements of historical facts, including statements concerning the plans,
intentions, expectations, projections, hopes, beliefs, objectives, goals and
strategies of management, such as statements about future earnings, revenues,
and other future financial and non-financial items, performance or events;
statements about proposed products, services, technologies or businesses; and
statements of assumptions underlying any of the foregoing. Forward-looking
statements are not guarantees of future performance or events and are subject to
a number of known and unknown risks, uncertainties and other factors that could
cause actual results to differ materially from those expressed, projected or
implied by such forward-looking statements. Important risks, uncertainties and
other factors include, but are not limited to, the Company's ability to obtain
and maintain sufficient capital and liquidity on favorable terms to meet its
operating, working capital and debt service requirements and to fund the growth
of its business; the effects of litigation and claims against the Company; the
timely and successful development, production and market acceptance of new and
enhanced products, services and technologies; the Company's ability to attract,
retain and motivate key personnel; the effects of competition; changes in the
energy industry in general and the natural gas and electricity markets in
particular; the ability of the Company to secure and maintain key contracts and
relationships; general economic, market and business conditions; and other
factors, risks, and uncertainties described from time to time in the Company's
reports and filings with the Securities and Exchange Commission, including but
not limited to the Company's most recently filed Form 10-K and subsequently
filed Form 10-Qs and 8-Ks. Accordingly, there can be no assurance that the
results expressed, projected or implied by any forward-looking statements will
be achieved, and readers are cautioned not to place undue reliance on any
forward-looking statements. The forward-looking statements in this Report speak
only as of the date hereof and are based on the current plans, goals,
objectives, strategies, intentions, expectations and assumptions of, and the
information currently available to, management. The Company assumes no duty or
obligation to update or revise any forward-looking statements for any reason,
whether as the result of changes in expectations, new information, future
events, conditions or circumstances or otherwise.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
10.1 Form of Stock Purchase Agreement, dated as of September 10,
2004, by and between Metretek Technologies, Inc. and the
employee-shareholders of PowerSecure, Inc.
99.1 Investment Presentation, dated September 13, 2004, of Metretek
Technologies, Inc.
99.2 Metretek Technologies, Inc. press release issued September 13,
2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
METRETEK TECHNOLOGIES, INC.
By: /s/ W. Phillip Marcum
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W. Phillip Marcum
President and Chief Executive Officer
Dated: September 13, 2004
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