UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __) *
METRETEK TECHNOLOGIES, INC.
---------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
---------------------------------------
(Title of Class of Securities)
59159Q107
---------
(CUSIP Number)
PAUL R. HESS, ESQ.
KEGLER BROWN, HILL & RITTER CO., L.P.A.
65 EAST STATE STREET, SUITE 1800
COLUMBUS, OHIO 43215
(614) 462-5400
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 22, 2004
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule including all exhibits. See Rule 13d - 7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1
SCHEDULE 13D
CUSIP NO. 59159Q107 PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON
Sidney Hinton
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 734,101
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 734,101
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
734,101
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.03%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
2
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D ("Statement") relates to the common stock,
par value $.01 per share ("Common Stock"), of Metretek Technologies, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 303 East Seventeenth Avenue, Suite 660, Denver, Colorado
80203.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the person filing this Statement is Sidney Hinton (the
"Reporting Person").
(b) The business address of the Reporting Person is 230 Capcom Avenue,
Suite 107, Wake Forest, NC 27587.
(c) The present principal occupation of the Reporting Person is the
President and Chief Executive Officer of PowerSecure, Inc., 230 Capcom
Avenue, Suite 107, Wake Forest, NC 27587.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was not and
is not subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
(f) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person purchased 98,700 shares of Common Stock in open market
stock purchases with his personal funds, including 5,000 shares of Common Stock
for $10,167 on November 23, 2004. On November 22, 2004, the Reporting Person
acquired 485,401 shares of Common Stock from the Issuer in exchange for 35
shares of common stock of PowerSecure, Inc., which was then a majority-owned
subsidiary of the Company, in connection with and on the same terms as the
Issuer acquired PowerSecure shares from all other minority shareholders of
PowerSecure. These shares were issued pursuant to a Stock Purchase Agreement,
dated as of September 10, 2004, between the Issuer and the Reporting Person.
On June 15, 2000, the Reporting Person was granted options to purchase
20,000 shares of Common Stock at a purchase price of $6.875 per share. On June
19, 2001, the Reporting Person was granted options to purchase 125,000 shares of
Common Stock at a purchase price of $1.50 per share. All such options were
granted under the Issuer's 1998 Stock Incentive Plan (the "1998 Plan"), are
fully vested and exercisable as of the date of this Report, and will expire 10
years after the date of grant. On July 15, 2004, the Reporting Person was
granted 15,000 shares of restricted Common Stock, of which
3
5,000 shares vest on January 1, 2005, and the remaining 10,000 shares vest in
two equal installments on the next two anniversaries of such date. All shares of
restricted Common Stock held by the Reported Person were granted to him under
the Issuer's 1998 Plan.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Common Stock beneficially owned by him
for investment purposes.
Depending upon market conditions and other factors that the Reporting
Person may deem material to an investment decision (including, but not limited
to, market conditions, price and availability of shares of Common Stock,
subsequent developments affecting the Company's condition, general stock market
and economic conditions and tax and estate planning considerations), the
Reporting Person may from time to time in the future acquire beneficial
ownership of additional shares of Common Stock or securities convertible into
shares of Common Stock or dispose of any shares of Common Stock beneficially
owned by him in open market or privately negotiated transactions or otherwise.
In addition, in his capacity as the President and Chief Executive Officer of
PowerSecure, a wholly-owned subsidiary of the Issuer, the Reporting Person will
participate from time to time in the consideration of possible actions or
transactions involving the Issuer, some of which may, in whole or in part,
relate to or result in one or more of the actions specified in (a) through (j)
of Item 4 of Schedule 13D.
Other than as set forth above, the Reporting Person does not have any
present plans or proposals which would relate to or would result in any of the
actions specified in (a) through (j) of Item 4 of Schedule 13D, although the
Reporting Person reserves the right to change his plans and intentions at any
time he deems appropriate.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of November 23, 2004, the Reporting Person beneficially owned
734,101 shares of Common Stock, which represented 6.03% of the issued
and outstanding shares of Common Stock of the Issuer (based upon
12,180,141 shares of Common Stock issued and outstanding as of such
date), including exercisable options to purchase 145,000 shares of
Common Stock exercisable on such date and 5,000 shares of restricted
Common Stock that vest within 60 days of such date, but not including
10,000 shares of restricted Common Stock that vest more than 60 days
after such date.
(b) The Reporting Person has sole power to vote or to direct the vote and
sole power to dispose of or to direct the disposition of all shares of
Common Stock beneficially owned by him.
(c) During the past 60 days, the Reporting Person has not effected any
transactions in Common Stock, except for the transactions identified
in Item 3 above.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
Common Stock beneficially owned by the Reporting Person.
4
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As described in Item 3 above, the Reporting Person (i) has the right to
acquire 145,000 shares of Common Stock upon the exercise of currently
exercisable options pursuant to the Issuer's 1998 Plan, and (ii) owns 15,000
shares of restricted Common Stock granted under pursuant to the Issuer's 1998
Plan that vest in three equal annual installments commencing January 1, 2005.
In addition, as described in Item 3 above, on November 22, 2004, the
Reporting Person acquired 485,401 shares of Common Stock from the Issuer in
exchange for 35 shares of common stock of PowerSecure, Inc., pursuant to a Stock
Purchase Agreement, dated as of September 10, 2004, between the Issuer and the
Reporting Person.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Person and any other person with respect to any securities of the Issuer,
including but not limited to the transfer or voting of securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or withholding of proxies or
otherwise.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Form of Stock Purchase Agreement, dated as of September 10, 2004,
between the Issuer and Sidney Hinton (Incorporated by reference to
Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed
September 13, 2004).
2. Metretek Technologies, Inc. 1998 Stock Incentive Plan, as amended and
restated June 14, 2004 (Incorporated by reference to Exhibit 4.3 to
the Issuer's Registration Statement on Form S-8, Registration No.
333-116431).
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 29, 2004 /s/ Sidney Hinton
-----------------------
Sidney Hinton
6