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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): NOVEMBER 22, 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 AVE., 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 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The information applicable to this 3.02 is contained in Item 7.01 below
and incorporated in this Item 3.02 by this reference.
ITEM 7.01. REGULATION FD DISCLOSURE.
On November 22, 2004, Metretek Technologies, Inc., a Delaware
corporation (the "Company"), announced that it had completed the transactions
contemplated by Stock Purchase Agreements, dated as of September 10, 2004
("Purchase Agreements"), between the Company and the employee-shareholders of
PowerSecure, Inc., a Delaware corporation and a subsidiary of the Company
("PowerSecure"). Pursuant to the Purchase Agreements, the Company issued 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, as a result of the Company's acquisition of the outstanding minority
equity interests in PowerSecure, the Company has become the owner of all of the
issued and outstanding shares of PowerSecure, and PowerSecure has become a
wholly-owned subsidiary of the Company. A total of 485,401 shares of Common
Stock were issued to Sidney Hinton, the President of PowerSecure, on the same
terms as the shares of Common Stock were issued to the other PowerSecure
employee-shareholders.
The closing of the purchase of the minority interest in PowerSecure
occurred after the satisfaction of all conditions to the closing, including the
receipt by the Company of a fairness opinion by an investment banking firm that
the transaction was fair to the Company and its stockholders, from a financial
point of view, and the consent 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 shares of Common Stock issued pursuant to the Purchase Agreements
were made as part of a private placement of securities 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 and sales
were made only to employees of PowerSecure; no general solicitation was made by
the Company or by any person acting on behalf of the Company; no broker-dealer
was engaged or utilized in connection with the offer and sale; the securities
were be issued subject to transfer restrictions; and the certificates for the
shares of Common Stock 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 was attached as an
exhibit to the Company's Current Report on Form 8-K dated September 10, 2004
announcing the execution of the Purchase Agreements, and is incorporated herein
by reference. The foregoing summary is qualified in its entirety to, and should
be read in conjunction with, such exhibit. The full text of the
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Company's press release announcing the closing of the Purchase Agreements is
attached hereto as Exhibit 99.1 and incorporated herein by this reference.
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. (Incorporated by reference to
Exhibit 10.1 to the Metretek Current Report on Form
8-K dated September 10, 2004.)
99.1 Press Release of Metretek Technologies, Inc., issued November 22, 2004, announcing
the closing of the stock exchange with PowerSecure employee-shareholders.
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SIGNATURE
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: November 22, 2004
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