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): August 22, 2007
POWERSECURE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation)
|
|
1-12014
(Commission File Number)
|
|
84-1169358
(I.R.S Employer
Identification No.) |
| |
|
|
1609 Heritage Commerce Court, Wake Forest, North Carolina
(Address of principal executive offices)
|
|
27587
(Zip code) |
Registrant’s telephone number, including area code: (919) 556-3056
Metretek Technologies, Inc.
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
|
|
| Item 3.01 |
|
Notice of Delisting or Failure to Satisfy a continued Listing Rule or Standard;
Transfer of Listing. |
On August 22, 2007, Metretek Technologies, Inc., a Delaware corporation (the “Company”),
changed its name to PowerSecure International, Inc. In addition, on August 22, 2007, the listing
of the Company’s Common Stock, par value $.01 per share, transferred to and commenced trading on
the NASDAQ Global Select Market under the trading symbol “POWR.” Prior thereto, the Company’s
Common Stock was listed on, and its shares were traded on, the American Stock Exchange. On August
22, 2007, the Company issued a press release announcing these events, which is attached as Exhibit
99.1 hereto.
|
|
|
| Item 5.03 |
|
Amendments to Articles of Incorporation or Bylaws: Changes in Fiscal Year. |
As disclosed above in Item 3.01, on August 22, 2007, the Company changed its name to
“PowerSecure International, Inc.”
The
change in the Company’s name was approved by the Board of Directors of the Company
but did not require stockholder approval. As permitted by Section 253 of the General Corporation
Law of the State of Delaware, the name change was effected through the filing of a Certificate of
Ownership and Merger with the Secretary of State of the State of Delaware, causing PowerSecure
International, Inc., a wholly-owned subsidiary of the Company formed for the sole purpose of
effecting the name change, to be merged with and into the Company, which was the surviving
corporation of that merger. The Certificate of Ownership and Merger, a copy of which is attached
hereto as Exhibit 3.1 and incorporated herein by reference, amended Article First of the Company’s
Second Amended and Restated Certificate of Incorporation (“Second Restated Certificate”) to change
the Company’s name to PowerSecure International, Inc. Except for the name change, the Company’s
Second Restated Certificate was not affected by the merger.
In connection with the change in the Company’s name, the Company’s Common Stock has been
assigned the new CUSIP number “73936N 10 5” The name change did not affect the outstanding shares
of the Company’s Common Stock or the rights of the holders thereof, and stockholders are not
required to exchange currently outstanding stock certificates for new stock certificates.
In connection with the name change, on August 22, 2007, the By-Laws of the Company, as then
in effect, were amended and restated in order to reflect the name change. A copy of the Amended
and Restated By-Laws are attached hereto as Exhibit 3.2.
2