--------------------------------------------------------------------------------
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): SEPTEMBER 27, 2005
----------
METRETEK TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
----------
DELAWARE 0-19793 84-11698358
(State or other jurisdiction (Commission File Number) (IRS 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 September 27, 2005, Metretek Technologies, Inc., a Delaware
corporation (the "Company"), along with its wholly-owned subsidiaries Southern
Flow Companies, Inc. ("Southern Flow"), PowerSecure, Inc. ("PowerSecure") and
Metretek, Incorporated ("Metretek Florida"), commenced borrowings under the
Credit Agreement, dated as of September 2, 2005 (the "Credit Agreement"), among
Southern Flow, PowerSecure, the Company, Metretek Florida and First National
Bank of Colorado (the "Lender"), providing for a $4.5 million revolving credit
facility (the "FNBC Credit Facility"). Southern Flow and PowerSecure are the
borrowers, and the Company is the guarantor, under the Credit Facility. Amounts
borrowed under the FNBC Credit Facility bear interest at a rate of prime plus
one and a half percent (prime + 1.50%). The FNBC Credit Facility is secured by
the assets of Southern Flow, PowerSecure and Metretek Florida and matures on
September 1, 2007. The FNBC Credit Facility is expected to be used primarily to
fund the operations and growth of PowerSecure, as well as the operations of
Southern Flow and Metretek Florida.
The FNBC Credit Facility refinanced the Company's prior credit facility
with Wells Fargo Business Credit, Inc. ("Wells Fargo"). The credit facility with
Wells Fargo (the "Wells Fargo Credit Facility") was a $3.26 million secured
revolving line of credit, with PowerSecure, Southern Flow and Metretek Florida
as borrowers and cross-guarantors and the Company as guarantor, that had
constituted the Company's primary credit facility and was scheduled to expire on
September 30, 2006. The Wells Fargo Credit Facility consisted of three credit
and security agreements, one with each borrower, and related guaranties and
other security agreements with the Company and the other borrowers. On September
27, 2005, the Company borrowed approximately $2,470,000 from the Lender under
the FNBC Credit Facility to pay-off its obligations to Wells Fargo under that
prior credit facility (the "Wells Fargo Credit Facility"), including the amounts
borrowed, accrued interest and applicable fees (including a one percent (1%)
early termination fee) and expenses. Accordingly, on September 27, 2005, the
Company terminated the Wells Fargo Credit Facility and the related credit and
security agreements.
As of September 27, 2005, the aggregate borrowing base under the FNBC
Credit Facility was approximately $4,395,000, of which approximately $2,507,000
had been borrowed, leaving the Company with approximately $1,888,000 of
availability under the FNBC Credit Facility. The FNBC Credit Facility is a
revolving line of Credit under which the Company will take regular advances to
fund working capital needs and other capital requirements as they arise and will
pay down the outstanding credit balance from time to time as cash on hand not
reserved for other purposes is available. Accordingly, the amount of the
Company's borrowings under the FNBC Credit Facility may vary significantly as
the Company's cash on hand and cash requirements vary. Based on current
projections, the Company expects such borrowings to range from below $500,000 to
up to $4,000,000, and such borrowings may from time to time approach the maximum
line of the Credit Facility if cash requirements necessitate.
The terms and conditions of the FNBC Credit Facility and of the Wells
Fargo Credit Facility were set forth in a Current Report on Form 8-K dated
September 2, 2005 filed by the Company with the Securities and Exchange
Commission on September 9, 2005, and are incorporated herein by reference.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The information provided above in Item 1.01 is hereby incorporated by
reference into this Item 1.02.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information provided above in Item 1.01 is hereby incorporated
by reference into this Item 2.03.
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
Date: September 30, 2005
3