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): MAY 6, 2004
METRETEK TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-19793 84-11698358
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(State or other jurisdiction (Commission File Number) (I.R.S Employer
of incorporation) Identification No.)
303 EAST 17TH STREET, SUITE 660, DENVER, COLORADO 80203
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 785-8080
NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On May 6, 2004, Metretek Technologies, Inc., a Delaware corporation (the
"Company"), issued a press release announcing that it had completed the
previously announced private placement to institutional and accredited investors
of 3,510,548 shares of its common stock, par value $.01 per share ("Common
Stock"), and warrants to purchase 702,109 shares of its Common Stock (the
"Private Placement"), raising gross proceeds of $10.9 million. The price paid in
the Private Placement was $3.10 per unit, each unit consisting of one share of
Common stock and a warrant to purchase 0.2 shares of Common Stock. Roth Capital
Partners, LLC acted as placement agent in the Private Placement.
The Company received net cash proceeds of approximately $9.9 million from
the Private Placement, after deducting transaction expenses including the
placement agent's fee. The net proceeds from the Private Placement are intended
to be used by the Company principally to meet its mandatory redemption
obligations related to its Series B Preferred Stock, par value $.01 per share
("Series B Preferred Stock"), which matures on December 9, 2004, and for other
business commitments and initiatives.
The warrants issued in the Private Placement have an exercise price of
$3.41 per share of Common Stock and expire in May 2009. The warrants are
callable by the Company commencing one year after issuance if the trading price
of the Common Stock is at least two times the warrant exercise price for 30
consecutive trading days and certain other conditions are satisfied. The
warrants may be exercised by the holders on a cashless basis, under certain
circumstances. In addition to the warrants issued to the investors, the Company
has agreed to issue warrants to purchase up to 351,055 shares of Common Stock to
the placement agent with the same terms as the warrants issued to the investors.
The Company has agreed to file a registration statement with the Securities and
Exchange Commission covering resales from time to time of shares of Common Stock
issued in the Private Placement or upon the exercise of the warrants.
In its press release, the Company also announced that certain holders of
its outstanding shares of Series B Preferred Stock ("Preferred Shareholders")
have converted a total of 2,500 shares of Preferred Stock, including accrued and
unpaid dividends, and received upon such conversion approximately 1,209,000
shares of Common Stock plus warrants to purchase approximately 1,209,000 million
shares of Common Stock exercisable until June 9, 2005 at an exercise price of
$3.0571 per share, which is the same price as the conversion price of the
Preferred Stock into each share of Common Stock. The Company has agreed to
include the shares of Common Stock issuable upon exercise of such warrants in
the registration statement to be filed in connection with the Private Placement.
In connection with the foregoing transactions, the Board of Directors
approved an amendment to the Company's Amended and Restated Rights Agreement,
dated as of November 30, 2001 (the "Rights Agreement"). The amendment to the
Rights Agreement prevents the Private Placement and the transactions with the
Preferred Stockholders, including the acquisition of Common Stock and warrants
(including shares of Common Stock issuable upon exercise of such warrants) by
the investors and by the Preferred Stockholders, and their acquisition of
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Common Stock upon exercise of the warrants, from triggering the protections
contained in the Rights Agreement.
The full text of the Company's press release is attached hereto as Exhibit
99.1 and incorporated herein by this reference. The terms of the Private
Placement are set forth in the following documents attached as exhibits hereto
and incorporated herein by this reference: the form of Securities Purchase
Agreement, which is attached hereto as Exhibit 10.1; the form of Registration
Rights Agreement, which is attached hereto as Exhibit 10.2; and the form of
Warrant issued to investors, which is attached hereto as Exhibit 10.3; the form
of Warrant issued to the placement agent, which is attached hereto as Exhibit
10.4; and the form of Warrant issued to the Preferred Stockholders, which is
attached hereto as Exhibit 10.5. The form of the amendment to the Rights
Agreement is attached hereto as Exhibit 10.6 and incorporated herein by this
reference.
The foregoing summaries of the Private Placement and the transactions with
the Preferred Stockholders and the amendment to the Rights Agreement are
qualified in its entirety by reference to, and should be read in conjunction
with, the documents filed as exhibits to this Current Report on Form 8-K and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
10.1 Form of Securities Purchase Agreement, dated as of
April 29, 2004, by and among Metretek Technologies,
Inc. and the purchasers a signatory thereto
("Investors").
10.2 Form of Registration Rights Agreement, dated as of
April 29, 2004, by and among Metretek Technologies,
Inc. and the Investors.
10.3 Form of Warrant, dated May 3, 2004, to be issued by
Metretek Technologies, Inc. to the Investors.
10.4 Form of Warrant, dated May 3, 2004, to be issued by
Metretek Technologies, Inc. to Roth Capital
Management, LLC, as placement agent.
10.5 Form of Warrant, dated May 3, 2004, to be issued by
Metretek Technologies, Inc. to Roth Capital
Management, LLC, as placement agent.
10.6 Amendment No. 1, dated as of April 22, 2004, to
Amended and Restated Rights Agreement between
Metretek Technologies, Inc. and ComputerShare
Investor Services, LLC.
99.1 Press Release of Metretek Technologies, Inc., issued
May 6, 2004, announcing the successful completion of
the private placement.
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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: May 6, 2004
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