FILED PURSUANT TO RULE 424(b)(3) AND (c)
REGISTRATION NO. 333-96369
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 2, 2000)
METRETEK TECHNOLOGIES, INC.
3,991,079 SHARES OF COMMON STOCK
7,000 SHARES OF SERIES B PREFERRED STOCK
This prospectus supplement supplements the prospectus dated May 2, 2000
of Metretek Technologies, Inc. relating to the resale of shares of our common
stock and our Series B preferred stock by certain of our securityholders (and by
their donees, pledgees, transferees or other successors in interest that receive
such shares as a gift, pledge, partnership distribution or other non-sale
related transfer). In the prospectus and this prospectus supplement, we refer to
those persons, including those named below in this prospectus supplement, as
selling securityholders.
This prospectus supplement is incorporated into, should be read in
conjunction with, and is qualified by reference to, the prospectus, except to
the extent that the information contained in this prospectus supplement
supersedes the information contained in the prospectus. Terms used but not
otherwise defined in this prospectus supplement but defined in the prospectus
have the meanings given to them in the prospectus. This prospectus supplement is
not complete without, and may not be delivered or utilized except in connection
with, the prospectus, including any amendments or supplements to it. All
references in the prospectus to "this prospectus" are hereby amended to read
"this prospectus (as supplemented and amended)." In addition, this prospectus
supplement updates the information contained in, and supercedes in its entirety,
the Metretek prospectus supplement dated July 2, 2003.
Recently, two of the selling securityholders named in the prospectus
transferred all of their shares of common stock, warrants to purchase shares of
common stock and shares of Series B preferred stock to their respective partners
for no consideration as partnership distributions. As a result, the information
in the table of selling securityholders and the related notes, contained in the
section entitled "Selling Securityholders" on pages 44 to 48 of the prospectus,
are amended to:
- delete Famco Value Income Partners, L.P. and Famco Offshore,
Ltd. as selling securityholders; and
- add the additional selling securityholders and related
information contained below under the heading "Additional
Selling Securityholders."
The table below sets forth, as of June 30, 2003, the following
information for each selling securityholder:
- its name;
- the number of shares of common stock and of Series B preferred
stock beneficially owned;
- the number of shares of common stock underlying currently
exercisable warrants and shares of Series B preferred stock
owned; and
- the number of shares of common stock and the Series B
preferred stock that may be offered and sold from time to time
under the prospectus.
We cannot estimate the number of shares that the additional selling
securityholders will beneficially own after completion of this offering, because
the additional selling securityholders may sell all, part or none of their
shares of common stock or of Series B preferred stock under the prospectus and
because there are currently no agreements, arrangements or understandings with
respect to the sale of any of the shares offered by the prospectus. In addition,
the additional selling securityholders may have sold, transferred or otherwise
disposed of all or a part of their Series B preferred stock or common stock
since the date on which they provided the information regarding their beneficial
ownership.
Each additional selling securityholder named below beneficially owns
less than one percent of the 6,043,469 shares of common stock and 7,000 shares
of Series B Preferred Stock outstanding on June 30, 2003. Unless otherwise
indicated below, to our knowledge, each selling securityholder named in the
table below has sole voting and investment power with respect to the securities
shown in the table, except as provided by applicable community property laws.
The information in the table below regarding beneficial ownership was furnished
to us by the additional selling securityholders. Beneficial ownership is
calculated based on Rule 13d-3(d)(i) of the Securities Exchange Act of 1934. In
computing the number of shares of common stock and the percent of outstanding
shares beneficially owned by an additional selling securityholder, beneficial
ownership includes all shares of common stock issuable upon the exercise of
warrants and upon the conversion of Series B preferred stock. All warrants and
shares of Series B Preferred Stock were exercised and are convertible, as
applicable, as of June 30, 2003. These shares, however, are not included for
purposes of computing the beneficial ownership of any other additional selling
securityholder.
ADDITIONAL SELLING SECURITYHOLDERS
Number of Shares Shares of Common Stock Number of Shares Offered
Beneficially Owned(1)(2) Underlying Under the Prospectus(2)
-------------------------- ----------------------------- ------------------------
Name of Selling Series B Series B
Securityholder(2) Common Series B Preferred Warrants Preferred(2) Common Preferred
----------------- ------ ------------------ -------- ------------ ------ ---------
Gayle Adams 4,139 3 331 1,268 2,260 3
Ted Bloch 2,470 2 187 845 1,406 2
Colony Partners, a California
General Partnership 2,635 2 206 845 1,463 2
Anthony & Catherine Chanin 1,092 1 77 423 654 1
Barry Collen 2,300 2 168 845 1,348 2
Deubel Family Trust 988 1 65 423 618 1
Bryan Ezralow, TTEE of the
Bryan Ezralow 1994 Trust 903 1 55 423 589 1
u/t/d 12/22/94
2
Number of Shares Shares of Common Stock Number of Shares Offered
Beneficially Owned(1)(2) Underlying Under the Prospectus(2)
-------------------------- ----------------------------- ------------------------
Name of Selling Series B Series B
Securityholder(2) Common Series B Preferred Warrants Preferred(2) Common Preferred
----------------- ------ ------------------ -------- ------------ ------ ---------
Marc Ezralow, TTEE of the
Marc Ezralow 1997 Trust u/t/d 903 1 55 423 589 1
11/26/97
Milton S. Kiver Living Trust 1,349 1 107 423 743 1
Amanda Drew Loud TTEE of the
Amanda Drew Griffin Loud
Living Trust dtd 6/22/92 7,897 6 617 2,536 4,388 6
Marshall Ezralow, Renette
Ezralow, Marc Ezralow, Bryan
Ezralow Co-TEEs of the
Ezralow Family Trust u/t/d/ 1,506 1 125 423 797 1
12/9/80
Rosetree Partners 7,419 6 562 2,536 4,223 6
Lenore M. Schmick Trust 8,012 6 631 2,536 4,428 6
Henry M. Staley, TTEE of the
Henry M. Staley Trust u/t/d 2,538 2 195 845 1,430 2
11/13/73
Arnold Thaler 2,298 2 167 845 1,347 2
Thaler Viewmaster L.P. 1,144 1 83 423 672 1
Raffy P. Ardhaldjian, TTEE
for the Raffy P. Ardhaldjian
Living Trust dtd 7/12/95 1,271 1 98 423 716 1
Randall Babtkis and Carolyn
Cooke, husband and wife, 2,772 2 222 845 1,511 2
joint owners, community
property
Meribeth J. Brand 165 0 19 0 57 0
Paul A. Brooke 5,371 4 424 1,691 2,963 4
Carolyn S. Charlton, TTEE for
the Steven L. Charlton
Revocable Living Trust dtd 1,283 1 99 423 720 1
1/15/85
Condor Partners, L.P. 3,832 3 295 1,268 2,154 3
Carolyn Cooke and Randall
Baptkis, husband and wife, 154 0 18 0 53 0
joint owners, community
property
Brad W. deKoning 249 0 29 0 86 0
John Diebold 14,859 4 365 1,691 2,785 4
Marshall Ezralow, Renette
Ezralow, Marc Ezralow, Bryan
Ezralow, Co-TTEEs of the
Ezralow Family Trust u/t/d 4,153 3 332 1,268 2,265 3
12/9/80
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Number of Shares Shares of Common Stock Number of Shares Offered
Beneficially Owned(1)(2) Underlying Under the Prospectus(2)
-------------------------- ----------------------------- ------------------------
Name of Selling Series B Series B
Securityholder(2) Common Series B Preferred Warrants Preferred(2) Common Preferred
----------------- ------ ------------------ -------- ------------ ------ ---------
Marc Ezralow, TTEE of the
Marc Ezralow 1997 Trust u/t/d 1,167 1 86 423 680 1
11/26/97
Bryan Ezralow, TTEE of the
Bryan Ezralow 1994 Trust 1,167 1 86 423 680 1
u/t/d 12/22/94
Phil Lerner, TTEE for the
Floorcraft Profit Sharing 5,122 4 395 1,691 2,876 4
Trust dtd 4/1/64
Point Enterprises LLC #1 24,485 19 1,895 8,032 13,717 19
Point Enterprises LLC #2 31,101 24 2,414 10,145 17,386 24
Helzel Kirshman, L.P. 5,132 4 396 1,691 2,880 4
Leo B. Helzel and Florence
Helzel, TTEEs for the Leo B.
Helzel and Florence Helzel
Living Trust dtd 6/8/88 6,321 5 485 2,114 3,568 5
Douglas J. Herst and Carolen
L. Herst, TTEEs for the Herst
Family Revocable Trust dtd 2,904 2 237 845 1,556 2
10/20/93
David S. Hirsh 2,854 2 231 845 1,539 2
Ellen Hirsch 1,364 1 108 423 748 1
Anand and Neeta Khubani 2,916 2 239 845 1,561 2
Dennis Korn IRA 1,257 1 96 423 711 1
Stuart M. Johnson 3,832 3 295 1,268 2,154 3
Philip A. Lerner and Marjorie
J. Lerner, TTEEs for the
Philip A. Lerner and Marjorie
J. Lerner Living Trust dtd 2,993 2 247 845 1,587 2
10/5/87
Noel P. Lindsay, Jr. 2,904 2 237 845 1,556 2
Pamela Painter Macauley IRA 950 1 61 423 605 1
Eleanor Bingham Miller, TTEE
for the Eleanor Bingham
Miller Revocable Living Trust
dtd 9/24/90 20,227 16 1,551 6,764 11,416 16
Miltrust, LLC 13,135 10 1,026 4,227 7,305 10
Tannenbam Helpern Syracuse &
Hirschtritt Investment
Associates, LLC 971 1 63 423 612 1
David Overton 6,639 5 521 2,114 3,677 5
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Number of Shares Shares of Common Stock Number of Shares Offered
Beneficially Owned(1)(2) Underlying Under the Prospectus(2)
-------------------------- ----------------------------- ------------------------
Name of Selling Series B Series B
Securityholder(2) Common Series B Preferred Warrants Preferred(2) Common Preferred
----------------- ------ ------------------ -------- ------------ ------ ---------
David Overton, TTEE for the
Adam Overton Trust dtd 3/18/97 2,430 2 183 845 1,393 2
Quacking Moose Fund, LLC 9,021 7 698 2,959 5,053 7
Rainbow Trading Corporation 2,520 2 193 845 1,424 2
Rainbow Trading Systems, Inc. 2,520 2 193 845 1,424 2
RBC Alternative Assets, L.P. 7,935 6 622 2,536 4,402 6
RGC Inc. #1 37,212 29 2,874 12,259 20,881 29
RGC Inc. #2 37,682 29 2,928 12,259 21,043 29
Laurence Rosenzweig 6,144 5 464 2,114 3,506 5
Sharon E. Sigesmund, TTEE for
the SES Trust dtd 7/25/91 9,141 7 712 2,959 5,095 7
Diane K. Shah, TTEE for the
Diane K. Shah Living Trust 1,180 1 87 423 684 1
dtd 4/5/85
Stanley W. Sokoloff, TTEE for
the Sokoloff Family Trust 2,902 2 237 845 1,556 2
2/22/80
James and Sharon Taylor 1,378 1 110 423 753 1
Herman and Jacquaeline Trotsky 9,024 7 699 2,959 5,055 7
New Millennium Trust Company
LLC, TTEE FBO Mary M. Zins 1,080 1 76 423 650 1
IRA TR#905502019
Stephanie N. DeQuis and
Kenneth B. Funsten 4,028 3 316 1,268 2,223 3
Marie T. McMahon 36 0 4 0 12 0
E. William Smethurst, Jr. 5,189 4 403 1,691 2,900 4
Marc L. Abramowitz Charitable 2,196 1 119 423 781 1
Remainder Trust
Rockwell A. Schnabel - IRA 29,410 15 1,553 6,341 10,998 15
J. John Stasikowski - IRA 4,021 2 214 845 1,486 2
William J. von Liebig 1994 19,824 10 1,049 4,227 7,375 10
Charitable Remainder Unitrust
Inman Partners LLC 16,469 9 852 3,804 6,360 9
5
Number of Shares Shares of Common Stock Number of Shares Offered
Beneficially Owned(1)(2) Underlying Under the Prospectus(2)
------------------------------ -------------------------------- --------------------------
Name of Selling Series B Series B
Securityholder(2) Common Series B Preferred Warrants Preferred(2) Common Preferred
----------------- ------ ------------------ -------- ------------ ------ ---------
Carlton Reed Bingham - IRA 7,801 4 411 1,691 2,924 4
David Hirsch - IRA 3,171 2 156 845 1,314 2
Diebold Institute 3,601 2 185 845 1,401 2
FamCo Profit Sharing Plan and 7,051 4 361 1,691 2,773 4
Retirement Trust
(1) Includes shares of common stock that may be acquired upon the exercise
of warrants and shares of common stock that may be acquired upon the
conversion of shares of Series B preferred stock, in the amounts set
forth in the table under the columns entitled "Shares of Common Stock
Underlying Warrants/Series B Preferred." All warrants are currently
exercisable for, and all shares of Series B preferred stock are
currently convertible into, shares of common stock.
(2) The number of shares of common stock issuable upon conversion of the
Series B preferred stock, as shown in this table, is based upon the
conversion rate of 422.72 shares of common stock per share of Series B
preferred stock in effect as of April 29, 2003 (representing an
adjustment of the initial conversion rate of 168.5374 shares of common
stock for every share of Series B preferred stock due to adjustment
events and accrued and unpaid dividends after the date of the
prospectus), and includes accumulated and unpaid dividends through such
date. This conversion rate will be subject to further adjustment as the
result of any additional accumulated and unpaid dividends and other
events contained in the terms of the Series B preferred stock, as
described in the prospectus under "Description of the Series B
Preferred Stock." If any adjustment event occurs, or if there is any
change to accumulated and unpaid dividends on the Series B preferred
stock, then the number of shares of common stock issuable upon
conversion of the Series B preferred stock may increase or decrease in
the future. Because the prospectus covers all shares issuable upon
conversion of the Series B preferred stock, the actual number of shares
of common stock offered under the prospectus may be greater than the
number shown above in the table.
(3) Except as described below, none of the selling securityholders has had
any position, office or other material relationship with us or any of
our affiliates within the past three years, other than as a result of
the ownership of our shares or other securities. Information about the
selling securityholders may change over time. Any changed information
will be contained in one or more prospectus supplements.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is July 10, 2003.
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