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): April 7, 2006
METRETEK TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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0-19793
(Commission File Number)
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84-11698358
(IRS Employer
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 3.02. Unregistered Sales of Equity Securities
On April 7, 2006, Metretek Technologies, Inc., a Delaware corporation (the “Company”),
completed its previously announced private placement sale of a total of 2,012,548 shares of its
common stock, par value $.01 per share (the “Shares”), at a purchase price of $14.00 per Share, to
certain institutional and accredited investors (the “Investors”), for aggregate gross proceeds of
$28,175,672 (the “Private Placement”).
In addition, certain officers and directors of the Company (the “Selling Stockholders”) sold a
total of 390,452 shares of Common Stock to the Investors in the Private Placement at the same
purchase price per Share, for total gross proceeds of $5,466,328. The Selling Stockholders entered
into 180 day lock-up agreements covering the virtually all of the remainder of the Shares they
beneficially own.
The Private Placement was made pursuant to a Securities Purchase Agreement, dated as of March
29, 2006, by and among the Company, the Selling Stockholders and the Investors. In addition, the
Company entered into a Registration Rights Agreement, dated as of March 29, 2006, with the
Investors, pursuant to which the Company has agreed to file with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-3 (or if Form S-3 is not then available
to the Company, on such form of registration statement that is available to effect the registration
of the Shares) within 30 days after the closing date, registering the resale of the Shares
purchased in the Private Placement by the Investors. The Company is obligated to use its best
efforts to cause the SEC to declare the registration statement effective as soon as possible but in
any event no later than 150 days after the closing date, and to use its reasonable best efforts to
keep the registration statement continuously effective under the Securities Act until the earliest
of five years after its effective date or until all of the securities covered by the registration
statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k). Copies
of the forms of the Securities Purchase Agreement and the Registration Rights Agreement were filed
as exhibits to the Company’s Current Report on Form 8-K filed with the SEC on March 30, 2006.
The Company received net cash proceeds of approximately $26 million, which it intends to use
for the retirement of long-term debt, for capital expenditures and for working capital purposes.
The Company paid a cash commission in the amount of $1,856,419 to Roth Capital Partners, LLC, its
placement agent in the Private Placement.
The Shares were issued in the Private Placement only to accredited investors in a transaction
exempt from the registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”) pursuant to Section 4(2) of the Act and Regulation D promulgated thereunder. The
Shares were not registered under the Securities Act, or state securities laws, and unless so
registered, may not be offered or sold absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state securities laws.
On April 10, 2006, the Company issued a press release announcing the completion of the Private
Placement. The full text of the Company’s press release is attached hereto as Exhibit 99.1 and
incorporated herein by this reference.