================================================================================
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 30, 2004
----------
METRETEK TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------
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)
----------
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))
================================================================================
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 30, 2004, Metretek, Incorporated ("Metretek Florida"), a
Florida corporation and wholly-owned subsidiary of the Metretek Technologies,
Inc., a Delaware corporation (the "Company"), and Metretek Contract
Manufacturing Company, Inc. ("MCM"), a Florida corporation and wholly-owned
subsidiary of Metretek Florida, sold the contract manufacturing business
operated in Melbourne, Florida by MCM and the related contract manufacturing
assets to InstruTech Florida, LLC ("InstruTech Florida"), a Colorado limited
liability company and subsidiary of InstruTech, Inc. InstruTech, Inc. is a
Colorado-based contract manufacturer of printed circuit boards and other
electronics-based products. The Company had previously made a determination to
exit the contract manufacturing business.
The sale was consummated pursuant to an Asset Purchase Agreement, dated as
of December 30, 2004, among Metretek Florida, MCM and InstruTech Florida. In
connection with the sale, InstruTech issued to Metretek Florida a $780,000
promissory note, payable solely out of 50% of the net cash flow of InstruTech
Florida and secured by a security agreement in the assets of InstruTech Florida,
and InstruTech Florida granted Metretek Florida the right to acquire a 19%
ownership interest in InstruTech Florida for $1000, exercisable for the longer
of three years or until the promissory note is repaid in full.
The sale is subject to rescission for 90 days after December 30, 2004 in
the event (i) Metretek Florida and InstruTech Florida mutually agree thereto;
(ii) InstruTech Florida does not receive sufficient purchase orders, in its
reasonable discretion, from a key customer of the business; or (iii) Metretek
Florida makes a determination that the business is unlikely to generate positive
cash flow over the subsequent 6-12 months.
The foregoing summary is qualified in its entirety by the full text of the
Asset Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
In addition, a copy of the Company's press release issued on January 4,
2005, announcing the sale of the contract manufacturing business, is attached
hereto as Exhibit 99.1 as incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
10.1 Asset Purchase Agreement, dated as of December 30, 2004, by
and among Metretek, Incorporated, Metretek Contract
Manufacturing Company, Inc. and InstruTech Florida, LLC
99.1 Press release of Metretek Technologies, Inc., dated January
4, 2005, announcing the sale of its contract manufacturing
business.
2
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
---------------------
W. Phillip Marcum
President and Chief Executive Officer
Dated: January 4, 2005
3