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 30, 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
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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 April 30, 2004, Metretek Technologies, Inc., a Delaware corporation
(the "Company"), issued a press release announcing that it had entered into a
definitive agreements to raise gross proceeds of approximately $10.9
million in a 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 approximately 702,109 shares of its
Common Stock (the "Private Placement"). The price to be paid in the Private
Placement will be $3.10 per unit, each unit consisting of one share of Common
Stock and a warrant to purchase 0.2 shares of Common Stock. The Private
Placement is subject to customary closing conditions.
The net cash proceeds of approximately $9.9 million will be used by
the Company principally to meet its mandatory redemption obligation related to
its Series B Preferred Stock, par value $.01 per share ("Series B Preferred
Stock"), which matures on December 9, 2004, and for business commitments and
initiatives.
The warrants to be issued in the Private Placement will have a exercise
price of $3.41 per share of Common Stock and will 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 met.
The Private Placement is being made only to accredited investors in a
transaction exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"). The shares of Common Stock and the
warrants being issued, and the shares of Common Stock issuable upon exercise of
the warrants, have not been registered under the Securities Act, or any state
securities laws, and unless so registered, may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state securities
laws. The Company has agreed to file a registration statement with the
Securities and Exchange Commission covering resales of shares of Common Stock
issued in the Private Placement or issuable upon exercise of the warrants.
In its press release, the Company also announced that it has entered
into definitive agreements (the "Preferred Stock Agreements"), subject to
certain conditions, with certain holders ("Preferred Stockholders") of its
outstanding shares of Series B Preferred Stock, under which such Preferred
Stockholders will convert a total of 2,500 shares of Preferred Stock, including
accrued but unpaid dividends, and receive upon such conversion approximately
1,209,000 shares of Common Stock plus warrants to purchase approximately
1,209,000 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.
The full text of the Company's press release is attached hereto as
Exhibit 99.1 and incorporated herein by this reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
99.1 Press Release of Metretek Technologies, Inc., issued
April 30, 2004, announcing definitive agreements for
private placement of Common Stock.
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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: April 30, 2004
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