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): February 20, 2007
METRETEK TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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0-19793
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84-11698358 |
(State or other jurisdiction
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(Commission File Number)
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(I.R.S Employer |
of incorporation)
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Identification No.) |
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303 East 17th Avenue, Suite 660, Denver, Colorado
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80203 |
(Address of principal executive offices)
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(Zip code) |
Registrants 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):
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))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On February 20, 2007, the Compensation Committee (Compensation Committee) of the Board
of Directors (the Board) of Metretek Technologies, Inc., a Delaware corporation (the Company),
took the following actions with respect to the compensation of the Companys executive officers:
1. Cash Bonuses Under the 2006 Incentive Plan. In March 2006, upon Compensation
Committee recommendation, the Board established the performance criteria and awards under the
Companys Executive Incentive Compensation Plan (Executive Incentive Plan) for the fiscal year
ending December 31, 2006 (fiscal 2006). For fiscal 2006, W. Phillip Marcum, the President and
Chief Executive Officer of the Company, and A. Bradley Gabbard, the Executive Vice President and
Chief Financial Officer of the Company, are to receive cash bonuses under the Executive
Incentive Plan based upon the Company achieving certain goals pertaining to its net income from
continuing operations, before bonus payments under the Executive Incentive Plan, in fiscal 2006
(Pre-Plan Net Income), which goals and bonus levels had been fixed by the Compensation Committee
(the 2006 Incentive Plan). Under the 2006 Incentive Plan, the Compensation Committee established
minimum and target, but no maximum (other than the limit under the Executive Incentive Plan that
provides the maximum dollar amount that can be awarded in any one fiscal year cannot exceed 200% of
a participants base salary), levels for awards based upon the Companys Pre-Plan Net Income.
Under the 2006 Incentive Plan, no payment is be made to Messrs. Marcum and Gabbard unless the
Pre-Plan Net Income achieves a minimum threshold level. Above the minimum threshold level up to the
target level of the Companys Pre-Plan Net Income, the payments to Messrs. Marcum and Gabbard are
to be in an amount equal to a percentage, between 40% and 125%, of their base salaries. Above the
target level of the Pre-Plan Net Income, a bonus pool is to be created, and the Compensation
Committee has the discretion to allocate payments out of that bonus pool, in an amount equal to 15%
of the Pre-Plan Net Income that exceeds the target level, to such officers and key employees,
including but not limited to Messrs. Marcum and Gabbard, as it deems appropriate as compensation
for services in 2006. The first $110,000 of the bonus pool is to be allocated to officers and key
employees other than Messrs. Marcum and Gabbard, and the remainder of the bonus pool is to be
allocated 55% to Mr. Marcum and 45% to Mr. Gabbard. The final amounts payable to Messrs. Marcum
and Gabbard and the final amount of any bonus pool created under the 2006 Incentive Plan are
dependent upon the Companys audited financial statements for
fiscal 2006.
2. Cash Flow Bonus to Sidney Hinton. The Compensation Committee approved the payment
of a bonus to Sidney Hinton, President and Chief Executive Officer of PowerSecure, Inc., a
wholly-owned subsidiary of the Company, based on the formula in his employment agreement with
PowerSecure for 7% of the adjusted cash flow of PowerSecure for fiscal 2006.
3. Other Cash Bonuses. The Compensation Committee also approved the following cash
bonuses for services rendered in fiscal 2006 by the following officers and key employees:
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$50,000 to Gary J. Zuiderveen, Vice President, Controller, Chief
Accounting Officer and Secretary of the Company; |
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