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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 30, 2004
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METRETEK TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-19793 84-11698358
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
303 EAST 17TH AVENUE, SUITE 660, DENVER, COLORADO 80203
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 785-8080
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
Metretek Technologies, Inc., a Delaware corporation (the "Company")
filed a Current Report on Form 8-K with the Securities and Exchange Commission
on October 6, 2004 (the "Original Form 8-K") to report the dismissal of Deloitte
& Touche LLP ("Deloitte") as the Company's independent registered public
accounting firm and the selection of Hein and Associates LLP ("Hein") to replace
Deloitte as the Company's independent registered public accounting firm, each
occurring on September 30, 2004. The Company is filing this Amendment No. 1. on
Form 8-K/A in order to amend and restate Item 4.01 as reported in the Original
Form 8-K to address the disclosures related to Item 304(b)(2) of Regulation S-K.
The Company is also amending Item 9.01 to provide a new letter from Deloitte
relating to the amended language of Item 4.01.
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 30, 2004, the Company notified Deloitte of its decision to
dismiss Deloitte as the Company's independent registered public accounting firm.
In addition, on September 30, 2004, the Company selected Hein to replace
Deloitte as the Company's independent registered public accounting firm. The
decisions to dismiss Deloitte and to select Hein were approved by the Audit
Committee of the Board of Directors of the Company.
The audit reports of Deloitte on the consolidated financial statements
of the Company as of and for the past two fiscal years ended December 31, 2003
and 2002 did not contain an adverse opinion or disclaimer of opinion, and such
audit reports were not qualified or modified as to any uncertainty, audit scope
or accounting practice, except that Deloitte's independent auditor's report on
the Company's consolidated financial statements for the fiscal year ended
December 31, 2002 contained an explanatory paragraph relating to a change in
method of accounting for goodwill and other intangible assets with infinite
lives as required by Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets," which was effective January 1, 2002 and
to a change in the Company's method of accounting for contracts from the
completed-contract method to the percentage-of-completion method.
During the Company's two most recent fiscal years and subsequent
interim periods, there have not been any disagreements between the Company and
Deloitte on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Deloitte, would have caused Deloitte to make
reference to the subject matter of the disagreement in connection with its
report. In addition, during the Company's two most recent fiscal years and
subsequent interim periods, no reportable events, as defined in Item
304(a)(1)(v) of Regulation S-K, occurred.
The Company has provided Deloitte with a copy of the disclosures in
this Item and requested that Deloitte furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether Deloitte
agrees with the statements in this Item and, if not, stating the respects in
which it does not agree. A copy of Deloitte's letter, dated October 13, 2004, is
attached to this Report as Exhibit 16.1.
During the Company's two most recent fiscal years and subsequent
interim periods, the Company did not consult with Hein regarding the application
of accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
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Company's consolidated financial statements, or any other matters or reportable
events as set forth in Item 304(a)(2) of Regulation S-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
16.1 Letter of Deloitte & Touche, dated October 13, 2004, to the
Securities and Exchange Commission
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SIGNATURES
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: October 13, 2004
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