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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): March 17, 2000
METRETEK TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-19793 84-11698358
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1675 BROADWAY, SUITE 2150, DENVER, COLORADO 80202
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 592-5555
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 17, 2000, MERC Acquisition Corp. ("Merger Sub"), a Delaware
corporation and a wholly-owned subsidiary of PowerSpring, Inc. ("PowerSpring"),
a Delaware corporation, merged with and into Mercator Energy Incorporated
("Mercator"), a Colorado corporation, with Mercator as the surviving corporation
(the "Merger"). Prior to the Merger, PowerSpring was a wholly-owned subsidiary
of Metretek Technologies, Inc. ("Metretek"), a Delaware corporation. The Merger
was effected pursuant to an Agreement and Plan of Merger, dated as of March 17,
2000 (the "Merger Agreement"), by and among PowerSpring, Merger Sub, Mercator
and John A. Harpole. As a result of the Merger, Mercator became a wholly-owned
subsidiary of PowerSpring, and PowerSpring became an 87.5% owned subsidiary of
Metretek.
Mercator is a Denver-based natural gas services and brokerage company
that acts as an independent broker-agent for both producers and consumers of
natural gas. The purpose of the acquisition was for PowerSpring to acquire
expertise in the area of energy procurement, which is an important element in
Metretek's Internet business strategy.
The consideration paid by PowerSpring to Mr. Harpole in connection with
the Merger consisted of:
- the issuance by PowerSpring of 2,500,000 newly issued shares of its
common stock, par value $.01 per share (the "PowerSpring Common
Stock"), constituting 12.5% of the PowerSpring Common Stock
outstanding immediately after the Merger;
- $408,333 in cash; and
- a $741,666 Non-Negotiable Promissory Note (the "Promissory Note"),
which is secured by a general security interest in the assets of
PowerSpring granted pursuant to a Security Agreement, dated March 17,
2000 (the "Security Agreement"), between PowerSpring and Mr. Harpole.
PowerSpring also entered into a two-year Employment Agreement (the
"Employment Agreement") with Mr. Harpole. Mr. Harpole will serve as the
Executive Vice President, Chief Operating Officer and a director of PowerSpring.
Under the Employment Agreement, Mr. Harpole will receive a $175,000 annual
salary, an option to purchase 60,000 shares of common stock, par value $.01 per
share, of Metretek, exercisable at $17.88 per share, and an option to purchase
200,000 shares of PowerSpring Common Stock, exercisable at $0.30 per share. Mr.
Harpole has agreed not to compete with the business of PowerSpring for one year
after the termination of his employment.
In September 1999, TotalPlan, Inc. ("TotalPlan"), a Delaware
corporation and wholly-owned subsidiary of Metretek which merged into
PowerSpring on March 16, 2000, entered into a Consulting and Joint Venture
Agreement with Mercator, pursuant to which Mercator provided energy procurement
services to TotalPlan on a consulting basis. In connection with the acquisition
of Mercator, the Consulting and Joint Venture Agreement, and a related Stock
Option Agreement granting Mercator the right to acquire up to 25% of the
outstanding capital stock of TotalPlan, were terminated.
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PowerSpring, Metretek and Mr. Harpole entered into a Stockholders
Agreement, dated as of March 17, 2000 ("Stockholders Agreement"), that addresses
certain rights related to Mr. Harpole's PowerSpring Common Stock, including a
right of first refusal held by Metretek for any sale of PowerSpring Common Stock
by Mr. Harpole, co-sale rights and similar rights upon PowerSpring transactions,
registration rights, and the right for Mr. Harpole to put his shares of
PowerSpring Common Stock back to PowerSpring at an appraised value for cash
payable over three years if PowerSpring has not completed an initial public
offering and has not sold its business within two years.
The inclusion of the information set forth above under this Item 2 does
not constitute an admission that the acquisition described in Item 2 involved a
"significant amount of assets" within the meaning of this Item 2, or that any
financial statements or pro forma financial information are required pursuant to
Item 7 of this Current Report on Form 8-K.
The foregoing description of the Merger and of the related transactions
is qualified in its entirety by reference to the Merger Agreement, the
Employment Agreement, the Promissory Note, the Security Agreement and the
Stockholders Agreement, which are attached as exhibits to Metretek's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1999 and
incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Pursuant to Items 7(a)(4) and Item 7(b)(2), any financial
statements and pro forma financial information with respect to the acquired
business required by Items 7(a) and 7(b) will be filed by amendment within 60
days after the date this Current Report on Form 8-K is filed.
(b) PRO FORMA FINANCIAL INFORMATION
See note under Item 7(a) above.
(c) EXHIBITS
2.1 Agreement and Plan of Merger, dated as of March 17,
2000, by and among PowerSpring, Inc., MERC Acquisition
Corp., Mercator Energy Incorporated and John A.
Harpole. (Incorporated by reference to Exhibit 2.3 to
Metretek's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999.)
10.1 Promissory Note, dated March 17, 2000, made by
PowerSpring, Inc. to John A. Harpole. (Incorporated by
reference to Exhibit 10.19 to Metretek's Annual Report
on Form 10-KSB for the fiscal year ended December 31,
1999.)
10.2 Security Agreement, dated as of March 17, 2000, by and
between PowerSpring, Inc. and John A. Harpole.
(Incorporated by reference to Exhibit 10.20 to
Metretek's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1999.)
10.3 Employment Agreement, dated as of March 17, 2000, by
and between PowerSpring, Inc. and John A. Harpole.
(Incorporated by reference to Exhibit
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10.17 to Metretek's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1999.)
10.4 Stockholders Agreement, dated as of March 17, 2000, by
and among Metretek Technologies, Inc., PowerSpring,
Inc. and John A. Harpole. (Incorporated by reference to
Exhibit 10.18 to Metretek's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1999.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
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: April 3, 2000
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METRETEK TECHNOLOGIES, INC.
FORM 8-K
DATED MARCH 17, 2000
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
2.1 Agreement and Plan of Merger, dated as of March 17, 2000, by and among
PowerSpring, Inc., MERC Acquisition Corp., Mercator Energy Incorporated and
John A. Harpole. (Incorporated by reference to Exhibit 2.3 to Metretek's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999).
10.1 Promissory Note, dated March 17, 2000, made by PowerSpring, Inc. to John A.
Harpole. (Incorporated by reference to Exhibit 10.19 to Metretek's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1999).
10.2 Security Agreement, dated as of March 17, 2000, by and between PowerSpring,
Inc. and John A. Harpole. (Incorporated by reference to Exhibit 10.20 to
Metretek's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999).
10.3 Employment Agreement, dated as of March 17, 2000, by and between PowerSpring,
Inc. and John A. Harpole. (Incorporated by reference to Exhibit 10.17 to
Metretek's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999).
10.4 Stockholders Agreement, dated as of March 17, 2000, by and among Metretek
Technologies, Inc., PowerSpring, Inc. and John A. Harpole. (Incorporated by
reference to Exhibit 10.18 to Metretek's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1999).
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