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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): DECEMBER 8, 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 AVENUE, 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 CONTRACT.
The information applicable to this Item 1.01 is set forth in Item 2.03
below and is hereby incorporated in this Item 1.01 by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On December 8, 2004, Metretek Technologies, Inc., a Delaware corporation
(the "Company"), amended its credit facility (the "Credit Facility") with Wells
Fargo Business Credit, Inc., a Minnesota corporation (the "Lender"), to increase
its maximum line for borrowing in the aggregate to $3,260,000 from $3,000,000
and to address certain financial covenants. The Credit Facility consists of
separate credit agreements between the Lender and each of Metretek, Incorporated
("Metretek Florida"), Southern Flow Companies, Inc. ("Southern Flow"), and
PowerSecure, Inc. ("PowerSecure"), wholly-owned subsidiaries of the Company, and
the amendment to the Credit Facility was effected by amendments to each of those
credit agreements.
Metretek Florida entered into a Sixth Amendment to Credit and Security
Agreement and Waiver of Defaults (the "Metretek Florida Credit Amendment") with
the Lender amending the terms of the Credit and Security Agreement, dated as of
September 6, 2002 and as thereafter amended, between Metretek Florida and the
Lender (the "Metretek Florida Credit Facility"). The Metretek Florida Credit
Facility was amended to increase the maximum line of borrowing thereunder to
$3,260,000 from $3,000,000, to establish less restrictive financial covenants
for December 31, 2004 and to set financial covenants for 2005. In addition, the
Metretek Florida Credit Amendment eliminated the ability of Metretek Florida to
make any advances to any corporate guarantor of the Metretek Florida Credit
Facility and limited its ability to make repayments to corporate guarantors on
existing advances.
Southern Flow entered into a Sixth Amendment to Credit and Security
Agreement (the "Southern Flow Credit Amendment") with the Lender amending the
terms of the Credit and Security Agreement, dated as of September 24, 2001 and
as thereafter amended, between Southern Flow and the Lender (the "Southern Flow
Credit Facility"), increasing the maximum line of borrowing thereunder to
$3,260,000 from $3,000,000. In addition, PowerSecure entered into a First
Amendment to Credit and Security Agreement (the "PowerSecure Credit Amendment")
with the Lender amending the terms of the Credit and Security Agreement, dated
as of September 24, 2003, between PowerSecure and the Lender (the "PowerSecure
Credit Facility"), increasing the maximum line of borrowing thereunder to
$3,260,000 from $3,000,000.
Each of Metretek Florida, Southern Flow and PowerSecure issued an Amended
and Restated Revolving Note to the Lender in the amount of up to $3,260,000,
although the aggregate borrowing capacity under all credit agreements in the
Credit Facility is $3,260,000.
The obligations of each of Metretek Florida, Southern Flow and PowerSecure
under their respective Credit Facilities have been previously guaranteed by the
Company along with PowerSecure, Southern Flow, Metretek Florida and Metretek
Contract Manufacturing Company, Inc., a wholly-owned subsidiary of Metretek
Florida (collectively, the "Guarantors"). These guarantees have been secured by
a guaranty agreement ("Guaranty") and a security agreement ("Security
Agreement") entered into by each of the Guarantors, along with a subordination
agreement (the "Subordination Agreement") entered into by the Company. The
Security Agreements grant to the Lender a first priority security interest in
virtually all of the assets of each of the Guarantors. Each Credit Facility is
further secured by a first priority security interest in virtually all of the
assets of each Guarantor.
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In connection with an earlier amendment to the Metretek Florida Credit
Facility, the Company had purchased a $1,000,000 certificate of deposit (the
"Restricted Cash Investment"), in which the Lender had been granted a security
interest. The Restricted Cash Investment matured on December 4, 2004, at which
time it was applied to the Metretek Florida Credit Facility to reduce the
outstanding balance thereof.
As of December 10, 2004, the Company had an aggregate borrowing base of
approximately $3,260,000 under the Credit Agreement, of which $2,181,000 had
been borrowed as of such date, leaving $1,079,000 available to borrow. The
Company expects to continue to utilize at least $2,000,000 of available
borrowings under the Credit Facility in the foreseeable future, and such
borrowings may approach the maximum line of the Credit Facility as cash
requirements necessitate.
The foregoing description of the amendments to the Credit Facility is
qualified in its entirety by reference to the text of the amendments, which are
attached as exhibits hereto and incorporated herein by this reference.
ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS.
(b) On December 9, 2004, the Company redeemed all of the outstanding
shares of its Series B Preferred Stock, par value $0.01 per share ("Series B
Preferred Stock"), pursuant to the mandatory redemption requirements set forth
in the Second Amended and Restated Certificate of Incorporation of the Company
(the "Certificate of Incorporation"). An aggregate of 4,250 shares of Series B
Preferred Stock, which were issued in December 1999 and February 2000 to private
investors, were redeemed at an aggregate redemption price of approximately $6.2
million, which included accrued and unpaid dividends through the date of
redemption. The shares of Series B Preferred Stock were not listed or traded on
any stock exchange or stock market. The redemption of the Series B Preferred
Stock is being effected through cash payouts by the Company of the redemption
price upon receipt of Stock Certificates and other related documentation from
the holders thereof.
As a result of the redemption, the rights of the holders of shares of
Series B Preferred Stock to receive dividends at an annual rate of 8% of the
liquidation preference of such shares (which liquidation preference was $80.00
per share plus accrued and unpaid dividends) and to elect one director to the
Company's Board of Directors, among other rights, together with certain
restrictive covenants contained in the terms of the Series B Preferred Stock as
set forth in the Company's Certificate of Incorporation, including restrictions
on certain corporate transactions such as mergers, sales, indebtedness and the
issuance or redemption of equity securities by the Company without the consent
of the holders of the Series B Preferred Stock, have terminated.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
10.1 Sixth Amendment to Credit and Security Agreement and Waiver of
Defaults, dated as of December 8, 2004, by and between Wells
Fargo Business Credit, Inc. and Metretek, Incorporated
10.2 Sixth Amendment to Credit and Security Agreement, dated as of
December 8, 2004, by and between Wells Fargo Business Credit,
Inc. and Southern Flow Companies, Inc.
10.3 First Amendment to Credit and Security Agreement, dated as of
December 8, 2004, by and between Wells Fargo Business Credit,
Inc. and PowerSecure, Inc.
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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: December 13, 2004
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