Metretek Technologies, Inc. 8-K
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): September 2, 2005
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 7.01 Regulation FD Disclosure.
On September 2, 2005, Metretek Technologies, Inc., a Delaware corporation (the Company),
announced that it will be presenting on September 7th at the Roth Capital Partners New
York Conference being held at the Westin New York at Times Square. This presentation, to be given
by the executive officers of the Company including W. Phillip Marcum, the President and Chief
Executive Officer of the Company, A. Bradley Gabbard, the Executive Vice President and Chief
Financial Officer of the Company, and Sidney Hinton, President and Chief Executive Officer of the
Companys PowerSecure, Inc. subsidiary, will include information about the business, operations,
financial results and prospects of the Company and its subsidiaries, including current operations,
business initiatives and updated guidance on fiscal 2005 financial results. Messrs. Marcum,
Gabbard, Hinton and other executive officers of the Company may also be giving this investment
presentation from time to time, after the Roth Capital Partners New York Conference, to other
investors, investment analysts and other members of the financial and investment community. A copy
of this investment presentation is available on the Companys website at www.metretek.com under
Investor Info, and is also attached to this Report as Exhibit 99.1 and incorporated herein by
this reference. A copy of the Companys press release announcing the Companys presentation at the
Roth Capital Partners New York Conference is attached to this Report as Exhibit 99.2 and
incorporated herein by this reference.
On September 2, 2005, the Company also announced that it suffered minor damage from Hurricane
Katrina to its Belle Chasse division offices located in the New Orleans metro area. The Company is
in the process of assessing the effects, both short- and long-term, on its operations that may
occur as a result of customers curtailing services pending repair of damaged production facilities,
and provided updated guidance, based on current, preliminary information, after giving effect of
Hurricane Katrina. A copy of the Companys press release discussing the effects of Hurricane
Katrina on the Companys operations and projected financial results is attached to this Report as
Exhibit 99.3 and incorporated herein by this reference.
The presentation attached to this Report contains forward-looking statements made within the
meaning of and pursuant to the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are all statements other than statements of historical
facts, including statements concerning the plans, intentions, expectations, projections, hopes,
beliefs, objectives, goals and strategies of management, such as statements about future earnings,
revenues, cash flows and other future financial and non-financial items, performance or events;
statements about current and proposed products, services, markets, technologies or businesses; and
statements of assumptions underlying any of the foregoing. Forward-looking statements are not
guarantees of future performance or events and are subject to a number of known and unknown risks,
uncertainties and other factors that could cause actual results to differ materially from those
expressed, projected or implied by such forward-looking statements. Important risks, uncertainties
and other factors include, but are not limited to, the Companys ability to obtain sufficient
capital and liquidity on favorable terms, to meet its operating, working capital and debt service
requirements and to fund the growth of its business; the timely and successful development,
production and market acceptance of new and enhanced products, services and technologies of the
Company; the Companys ability to attract, retain and motivate key personnel; the effects of
competition in the Companys current and anticipated markets; changes in the energy industry in
general and the natural gas and electricity markets in particular; the ability of the Company to
secure and maintain key contracts and relationships; general economic, market and business
conditions; and other factors, risks, and uncertainties described from time to time in the
Companys reports and filings with the Securities and Exchange Commission,
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including but not limited to the Companys most recently filed Form 10-K and subsequently
filed Form 10-Qs and 8-Ks. Accordingly, there can be no assurance that the results expressed,
projected or implied by any forward-looking statements will be achieved, and readers are cautioned
not to place undue reliance on any forward-looking statements. The forward-looking statements in
this Report speak only as of the date hereof and are based on the current plans, goals, objectives,
strategies, intentions, expectations and assumptions of, and the information currently available
to, management. The Company assumes no duty or obligation to update or revise any forward-looking
statements for any reason, whether as the result of changes in expectations, new information,
future events, conditions or circumstances or otherwise.
The information in this Report, including the exhibits attached hereto, is being furnished
pursuant to Item 7.01 and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of
that Section, and such information shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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99.1 |
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Investment Presentation, dated September 7, 2005, of Metretek
Technologies, Inc. |
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99.2 |
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Press release of Metretek Technologies, Inc., issued September 2,
2005, announcing its presentation at the Roth Capital Partners New York
Conference. |
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99.3 |
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Press release of Metretek Technologies, Inc., issued September 2,
2005, announcing the effects of Hurricane Katrina on its operations and its
projected financial results. |
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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.
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METRETEK TECHNOLOGIES, INC.
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By: |
/s/ W. Phillip Marcum
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W. Phillip Marcum |
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Dated: September 2, 2005 |
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President and Chief Executive Officer |
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