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 6, 2007
METRETEK TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-12014
(Commission File Number)
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84-1169358
(I.R.S Employer
Identification No.) |
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1609 Heritage Commerce Court, Wake Forest, North Carolina
(Address of principal executive offices)
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27587
(Zip code) |
Registrants telephone number, including area code: (919) 556-3056
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):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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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 8, 2007, Metretek Technologies, Inc., a Delaware corporation (the Company),
issued a press release announcing that it intends to change its name to PowerSecure International,
Inc. and to transfer the listing of its Common Stock, par value $.01 per share (Common Stock),
to the NASDAQ Stock Market LLC (NASDAQ) from the American Stock Exchange (the Amex). The
Company anticipates that its Common Stock will commence trading on NASDAQ under the trading symbol
POWR, and its name change will become effective, on
August 22, 2007. A copy of the press
release is attached as Exhibit 99.1 hereto.
On
August 6, 2007, the Company received notice from NASDAQ that its Common Stock was
approved for listing and trading on NASDAQ.
On
August 7, 2007, the Company informed the Amex that the Company intends to voluntarily
transfer the listing of its Common Stock to the NASDAQ and requested that the Amex cease trading
of the Common Stock, effective on
August 22, 2007.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Changes in Fiscal Year.
As
disclosed above in Item 3.01, on August 8, 2007, the Company issued a press release
announcing that it intends to change its name to PowerSecure
International, Inc. on August 22,
2007.
The change in the Companys name has been approved by the Board of Directors of the Company
but does not require stockholder approval. As permitted by Section 253 of the General Corporation
Law of the State of Delaware, the name change will be 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 will be the surviving
corporation of that merger. The Certificate of Ownership and Merger will amend Article First of
the Companys Second Amended and Restated Certificate of Incorporation (Second Restated
Certificate) to change the Companys name to PowerSecure International, Inc. Except for the name
change, the Companys Second Restated Certificate was not affected by the merger.
In connection with the change in the Companys name, the Companys Common Stock will be
assigned the new CUSIP number 73936N 10 5 The name change will not affect the outstanding
shares of the Companys Common Stock or the rights of the holders thereof, and stockholders are
not required to exchange currently outstanding stock certificates for new stock certificates.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Press release issued on
August 8, 2007 by Metretek Technologies,
Inc. announcing its proposed name change and transfer of stock listing |
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