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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
METRETEK TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
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4) Proposed maximum aggregate value of transaction:
-----------------------
5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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METRETEK TECHNOLOGIES, INC.
1675 BROADWAY
SUITE 2150
DENVER, COLORADO 80202
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 15, 2000
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To the Stockholders of
Metretek Technologies, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Metretek Technologies, Inc. (the "Company") will be held at
The Brown Palace Hotel, 321 17th Street, Denver, Colorado, on Thursday, June 15,
2000 at 2:00 p.m., local time, for the following purposes:
1. To elect two directors to serve for a term of three years and
until their successors are duly elected and qualified;
2. To ratify the appointment by the Board of Directors of
Deloitte & Touche LLP as the Company's independent auditors
for the fiscal year ending December 31, 2000; and
3. To transact such other business as may properly come before
the Annual Meeting or any adjournments or postponements
thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only holders of record of the Company's Common Stock as of the close of
business on April 28, 2000 are entitled to notice of and to vote at the Annual
Meeting and at any adjournments or postponements thereof.
By Order of the Board of Directors,
Gary J. Zuiderveen
Secretary
Denver, Colorado
May 11, 2000
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YOUR VOTE IS IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE REQUESTED TO SIGN AND DATE
THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED, SELF-ADDRESSED
STAMPED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE ANNUAL MEETING AND SO DESIRE, YOU MAY REVOKE YOUR PROXY AND VOTE
YOUR SHARES IN PERSON.
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<PAGE> 3
METRETEK TECHNOLOGIES, INC.
1675 BROADWAY
SUITE 2150
DENVER, COLORADO 80202
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PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 15, 2000
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GENERAL SOLICITATION AND VOTING INFORMATION
PROXY SOLICITATION
This Proxy Statement is furnished to the holders of Common Stock, par
value $.01 per share (the "Common Stock"), of Metretek Technologies, Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders of the Company to be held at The Brown Palace Hotel, 321 17th
Street, Denver, Colorado, on Thursday, June 15, 2000, at 2:00 p.m., local time,
and at any adjournments or postponements thereof (the "Annual Meeting"), for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
This Proxy Statement, the accompanying proxy card and the Notice of Annual
Meeting of Stockholders are being first mailed to stockholders on or about May
11, 2000.
The solicitation of proxies will initially be made by mail and may
thereafter be made in person or by mail, telephone, telecopy, telegram,
facsimile or other means of communication by the directors, officers and regular
employees of the Company for no additional or special compensation. In addition,
brokerage houses, banks, nominees, trustees, custodians and other fiduciaries
will be requested by the Company to forward proxy solicitation materials for
shares of Common Stock held of record by them to the beneficial owners of such
shares, and such fiduciaries will, upon request, be reimbursed by the Company
for their reasonable out-of-pocket expenses incurred in connection therewith.
The cost of the solicitation of proxies for use at the Annual Meeting will be
borne by the Company.
VOTING RIGHTS AND PROCEDURES
Only holders of record of the Company's Common Stock as of the close of
business on April 28, 2000 (the "Record Date") are entitled to notice of and to
vote at the Annual Meeting. As of the close of business on the Record Date,
5,164,723 shares of Common Stock of the Company were issued and outstanding.
Each share of Common Stock outstanding on the Record Date entitles the holder
thereof to one vote on each matter to be voted upon at the Annual Meeting. The
presence, in person or by proxy, at the Annual Meeting of the holders of a
majority of the shares of Common Stock outstanding as of the Record Date is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting.
Directors will be elected by a plurality of the votes cast by the
holders of shares of Common Stock present, in person or by proxy, and entitled
to vote at the Annual Meeting. The affirmative vote of the holders of a majority
of the shares of Common Stock present, in person or by proxy, and entitled to
vote at the Annual Meeting is required to ratify the appointment of Deloitte &
Touche LLP as the Company's independent auditors for the fiscal year ending
December 31, 2000 (the "Auditors Proposal").
Abstentions and "broker non-votes" (shares held of record by brokers or
nominees which are not voted on a particular matter because the broker or
nominee has not received voting instructions from the beneficial owner of such
shares and does not have discretionary voting power with respect to that matter)
will be treated as present for purposes of determining the presence of a quorum
for the transaction of business at the Annual Meeting. Abstentions on a matter
will be treated as present on such matter and, accordingly, (i) will have no
effect on the outcome of the election of directors, and (ii) will have the same
effect as votes against the Auditors Proposal. Broker non-votes on a matter will
not be treated as present on such matter and, accordingly, will have no effect
on the outcome of the election of directors or the Auditors Proposal.
If a proxy card is properly signed and returned to the Company at or
prior to the Annual Meeting, unless subsequently properly revoked, the shares
represented by that proxy card will be voted at the Annual Meeting in accordance
with the instructions specified thereon. If a proxy card is properly signed and
returned to the Company at or prior to the Annual Meeting without voting
instructions, it will be voted (i) FOR the election as directors of the persons
named herein as nominees, and (ii) FOR the Auditors Proposal. If any other
matters are properly presented at the Annual Meeting or any adjournments or
<PAGE> 4
postponements thereof, the persons appointed as proxies in the proxy card will
have the discretionary authority to vote or act thereon in accordance with their
best judgment.
Any stockholder may revoke a proxy at any time before it is exercised,
either by delivering to the Secretary of the Company a written notice of
revocation or a properly signed proxy bearing a later date, or by attending the
Annual Meeting and voting in person. Attendance at the Annual Meeting will not
in and of itself constitute the revocation of a proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of April 28, 2000 (except
as otherwise noted in the footnotes) by (i) each person known to the Company to
be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, (ii) each current director and nominee for director of the Company, (iii)
each of the Named Executive Officers (as defined in "Executive Compensation"
below), and (iv) all current directors and executive officers of the Company as
a group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED (1)
--------------------------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT OF CLASS (2)
- ------------------------ ------ --------------------
<S> <C> <C>
DDJ Capital Management, LLC (3)............................... 1,405,612 23.5
141 Linden Street, Suite S-4
Wellesley, Massachusetts 02482
Special Situations Funds (4).................................. 994,975 17.5
153 East 53rd Street
New York, New York 10022
Kenneth B. Funsten (5)........................................ 511,239 9.6
121 Outrigger Mall
Marina del Ray, California 90292
Credit Suisse Asset Management, LLC (6)....................... 468,538 8.6
153 East 53rd Street, 57th Floor
New York, New York, 10022
American Meter Company (7).................................... 461,317 8.7
300 Welsh Road
Horsham, Pennsylvania 19044
Famco Value Income Partners, L.P. (5)......................... 275,300 5.5
121 Outrigger Mall
Marina del Ray, California 90292
W. Phillip Marcum (8)......................................... 224,823 4.2
Albert F. Thomasson (9)....................................... 135,384 2.6
Stephen E. McGregor (10)...................................... 71,250 1.3
Robert Lloyd (11)............................................. 61,915 1.2
A. Bradley Gabbard (12)....................................... 55,106 1.1
Ronald W. McKee (13).......................................... 41,358 0.8
Anthony D. Pell (14).......................................... 37,762 0.7
Basil M. Briggs (15).......................................... 23,633 0.5
Harry I. Skilton (16)......................................... 14,386 0.3
Kevin P. Collins (17)......................................... 7,250 0.1
All current directors and executive officers
as a group (9 persons)(18)............................... 599,361 10.9
</TABLE>
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(1) For purposes of this table, the number and percent of class of shares
of Common Stock beneficially owned is determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and such information is not necessarily indicative of
beneficial ownership for any other purpose. Under Rule 13d-3,
beneficial ownership includes any shares as to which the beneficial
owner has sole or shared voting power or investment power and any
shares that the beneficial owner has the right acquire within 60 days
of April 28, 2000 through the exercise of any stock option, warrant or
other right to acquire shares of Common Stock. In addition, such shares
are deemed to be outstanding in calculating the percent of class of
such
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beneficial owner, but are not deemed to be outstanding as to any other
beneficial owner. Unless otherwise indicated in the footnotes, each
beneficial owner has sole voting and investment power (or shares such
power with his spouse) with respect to the shares shown as beneficially
owned, subject to community property laws where applicable. The number
of shares of Common Stock deemed to be beneficially owned because the
beneficial owner owns shares of the Company's Series B Preferred Stock,
par value $.01 per share ("Series B Preferred Stock"), is based upon
the conversion rate of 168.5374 shares of Common Stock per share of
Series B Preferred Stock in effect on April 28, 2000.
(2) The percent of class is based upon 5,164,723 shares of Common Stock
outstanding as of April 28, 2000.
(3) Information based, in part, upon Amendment No. 3 to Schedule 13D filed
with the Securities and Exchange Commission ("SEC") on April 11, 2000
by DDJ Capital Management, LLC, B III-A Capital Partners, L.P. and GP
III-A, LLC. The shares of Common Stock are owned by B III-A Capital
Partners (234,269 shares), the DDJ Canadian High Yield Fund (702,806
shares) and an account established for an institutional investor
(468,537 shares). GP III-A is the general partner of, and DDJ is the
investment manager for, B III-A Capital Partners. DDJ is also the
investment manager for the account established for the institutional
investor and the investment advisor to the DDJ Canadian High Yield
Fund. Includes 300,000 shares of Common Stock that may be acquired upon
the exercise of currently exercisable warrants, of which warrants to
purchase 50,000 shares are owned by B III-A Capital Partners, warrants
to purchase 150,000 shares are owned by DDJ Canadian High Yield Fund,
and warrants to purchase 100,000 shares are owned by the institutional
account. Also includes 505,612 shares of Common Stock that may be
acquired after June 9, 2000 upon the conversion of 3,000 shares of
Series B Preferred Stock, of which 500 shares of Series B Preferred
Stock convertible into 84,269 shares of Common Stock are owned by
BIII-A Capital Partners, 1,500 shares of Series B Preferred Stock
convertible into 252,806 shares of Common Stock are owned by DDJ
Canadian High Yield Fund, and 1,000 shares of Series B Preferred Stock
convertible into 168,537 shares of Common Stock are owned by the
institutional account.
(4) Information based, in part, upon Schedule 13D filed with the SEC on
March 8, 2000 by Special Situations Fund III, L.P., Special Situations
Cayman Fund, L.P., Special Situations Private Equity Fund, L.P.,
Special Situations Technology Fund, L.P., MGP Advisors Limited
Partnership, AWM Investments Company, Inc., MG Advisors, L.L.C., SST
Advisors, L.L.C., Austin W. Marxe and David M. Greenhouse. MGP Advisors
is the general partner of and the investment advisor to the Special
Situations Fund III. AWM Investments Company is the general partner of
MGP Advisors and the general partner of and investment adviser to the
Special Situations Cayman Fund. MG Advisers is the general partner of
the Special Situations Private Equity Fund. SST Advisors is the general
partner of the Special Situations Technology Fund. Austin W. Marxe and
David M. Greenhouse are the officers, directors and members or
principal shareholders of MG Advisors, MGP Advisors, AWM Investment
Company and SST Advisors. The shares of Common Stock are owned by
Special Situations Fund III (386,543 shares), Special Situations
Private Equity Fund (262,669 shares), Special Situations Technology
Fund (216,915 shares) and Special Situations Cayman Fund (128,848
shares). Includes 200,000 shares of Common Stock that may be acquired
upon the exercise of currently exercisable warrants, of which warrants
to purchase 82,500 shares are owned by Special Situations Fund III,
warrants to purchase 50,000 shares are owned by Special Situations
Private Equity Fund, warrants to purchase 40,000 shares are owned by
Special Situations Technology Fund, and warrants to purchase 27,500
shares are owned by Special Situations Cayman Fund. Also includes
337,075 shares of Common Stock that may be acquired after June 9, 2000
upon the conversion of 2,000 shares of Series B Preferred Stock, of
which 825 shares of Series B Preferred Stock convertible into 139,043
shares of Common Stock are owned by Special Situations Fund III, 500
shares of Series B Preferred Stock convertible into 84,269 shares of
Common Stock are owned by Special Situations Private Equity Fund, 400
shares of Series B Preferred Stock convertible into 67,415 shares of
Common Stock are owned by Special Situations Technology Fund, and 275
shares of Series B Preferred Stock convertible into 46,348 shares of
Common Stock are owned by Special Situations Cayman Fund.
(5) Information based, in part, upon Amendments No. 5 to Schedule 13D filed
by Kenneth B. Funsten and by Famco Value Income Partnership L.P.
("Famco VIP") with the SEC on February 9, 2000, and Form 4 filed by Mr.
Funsten with the SEC on February 10, 2000. Kenneth B. Funsten is the
president and the portfolio manager of Funsten Asset Management
Company. Funsten Asset Management Company is the general partner of
Famco VIP. Mr. Funsten is a director of Famco Offshore, Ltd. Mr.
Funsten holds sole voting and investment power over the securities
owned by Famco VIP and Famco Offshore. The shares of Common Stock are
owned by Mr. Funsten (200,914 shares), Famco VIP (261,135 shares) and
Famco Offshore (49,190 shares). Includes 125,345 shares of Common Stock
that may be acquired upon currently exercisable warrants, of which
warrants to purchase 30,583 shares are owned by Mr. Funsten, warrants
to purchase 80,800 shares are owned by Famco VIP, and warrants to
purchase 13,962 shares are owned by Famco Offshore. Also includes
84,269 shares of Common Stock that may be acquired after June 9, 2000
upon the conversion of 500 shares of Series B Preferred Stock, of
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<PAGE> 6
which 181 shares of Series B Preferred Stock convertible into 30,505
shares of Common Stock are owned by Mr. Funsten, 270 shares of Series B
Preferred Stock convertible into 45,505 shares of Common Stock are
owned by Famco VIP, and 49 shares of Series B Preferred Stock
convertible into 8,259 shares of Common Stock are owned by Famco
Offshore. Does not include 4,100 shares owned by an employee of Funsten
Asset Management Company which cannot be sold or further added to
without permission by Mr. Funsten by virtue of restrictions that are
placed on securities transactions by employees of Funsten Asset
Management Company, because Mr. Funsten has no investment or voting
authority over the shares of the employee and Mr. Funsten expressly
disclaims beneficial ownership of these shares.
(6) Credit Suisse Asset Management, LLC is the investment advisor for SEI
Institutional Management Trust, Bost & Co., Warburg Pincus High Yield
Fund, The Common Fund, CSAM Investment Trust - U.S. HYLD Series and SEI
Global - High Yield Fixed Income Fund. The shares of Common Stock are
owned by SEI Institutional Management Trust (140,561 shares), Bost &
Co. (93,707 shares), Warburg Pincus High Yield Fund (70,281 shares),
The Common Fund (70,281 shares), CSAM Investment Trust - U.S. HYLD
Series (70,281 shares) and SEI Global - High Yield Fixed Income Fund
(23,427 shares). Includes 100,000 shares of Common Stock that may be
acquired upon the exercise of currently exercisable warrants, of which
warrants to purchase 30,000 shares are owned by SEI Institutional
Management Trust, warrants to purchase 20,000 shares are owned by Bost
& Co., warrants to purchase 15,000 shares are owned by Warburg Pincus
High Yield Fund, warrants to purchase 15,000 shares owned by The Common
Fund, warrants to purchase 15,000 shares are owned by CSAM Investment
Trust - U.S. HYLD Series, and warrants to purchase 5,000 shares are
owned by SEI Global - High Yield Fixed Income Fund. Also includes
168,538 shares of Common Stock that may be acquired after June 9, 2000
upon the conversion of 1,000 shares of Series B Preferred Stock, of
which 300 shares of Series B Preferred Stock convertible into 50,561
shares of Common Stock are owned by SEI Institutional Management Trust,
200 shares of Series B Preferred Stock convertible into 33,707 shares
of Common Stock are owned by Bost & Co., 150 shares of Series B
Preferred Stock convertible into 25,281 shares of Common Stock are
owned by Warburg Pincus High Yield Fund, 150 shares of Series B
Preferred Stock convertible into 25,281 shares of Common Stock are
owned by The Common Fund, 150 shares of Series B Preferred Stock
convertible into 25,281 shares of Common Stock are owned by CSAM
Investment Trust - U.S. HYLD Series, and 50 shares of Series B
Preferred Stock convertible into 8,427 shares of Common Stock are owned
by SEI Global - High Yield Fixed Income Fund.
(7) Information based, in part, upon Amendment No. 1 to Schedule 13D filed
by American Meter Company ("American Meter") , as the successor in
interest to its former subsidiary Eagle Research Corporation, with the
SEC on February 29, 2000. Includes 136,263 shares that may be acquired
upon the exercise of currently exercisable warrants.
(8) Includes 120,000 shares that may be acquired by Mr. Marcum upon the
exercise of currently exercisable stock options and 18,965 shares that
may be acquired by Mr. Marcum upon the exercise of currently
exercisable warrants.
(9) Includes 2,338 shares held of record by Mr. Thomasson's wife and 32,858
shares held in family trusts. Also includes 22,213 shares that may be
acquired by Mr. Thomasson upon the exercise of stock options
exercisable on or within 60 days of April 28, 2000 and 33,199 shares
that may be acquired by Mr. Thomasson or his wife or their family
trusts upon the exercise of currently exercisable warrants.
(10) Includes 27,500 shares that may be acquired by Mr. McGregor upon the
exercise of currently exercisable stock options and 8,750 shares that
may be acquired by Mr. McGregor upon the exercise of currently
exercisable warrants.
(11) Includes 18,165 shares that may be acquired by a family trust of which
Mr. Lloyd and his wife are trustees upon the exercise of stock options
exercisable on or within 60 days of April 28, 2000 and 5,000 shares
that may be acquired by Mr. Lloyd upon the exercise of currently
exercisable warrants.
(12) Includes 48,667 shares that may be acquired by Mr. Gabbard upon the
exercise of currently exercisable stock options and 439 shares that may
be acquired by Mr. Gabbard upon the exercise of currently exercisable
warrants.
(13) Includes 29,167 shares that may be acquired by Mr. McKee upon the
exercise of currently exercisable stock options and 2,638 shares that
may be acquired by Mr. McKee upon the exercise of currently exercisable
warrants.
(14) Includes 2,600 shares held by Mr. Pell's wife. Also includes 17,500
shares that may be acquired by Mr. Pell upon the exercise of currently
exercisable stock options and 4,052 shares that may be acquired by Mr.
Pell or his wife upon the exercise of currently exercisable warrants.
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<PAGE> 7
(15) Includes 22,588 shares owned by Mr. Briggs' wife. Also includes 952
shares that may be acquired by Mr. Briggs' wife upon the exercise of
stock options exercisable on or within 60 days of April 28, 2000 and 93
shares that may be acquired by Mr. Briggs' wife upon the exercise of
currently exercisable warrants.
(16) Includes 11,261 shares that may be acquired by Mr. Skilton upon the
exercise of currently exercisable stock options and 625 shares that may
be acquired by Mr. Skilton upon the exercise of currently exercisable
warrants. Although Mr. Skilton is the President, Chief Executive
Officer and a director of American Meter Company, no shares owned of
record by American Meter have been attributed to Mr. Skilton's
beneficial ownership. Mr. Skilton is not standing for re-election to
the Board of Directors.
(17) Includes 5,000 shares that may be acquired by Mr. Collins upon the
exercise of currently exercisable stock options.
(18) See notes (8) through (17).
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of nine
members. Eight of the members of the Board of Directors are elected by the
holders of Common Stock and are divided into three classes, designated Class I,
Class II and Class III, with members of each class serving staggered three year
terms. The term of the two Class III directors expires at the Annual Meeting.
Harry I. Skilton, who has served as a director of the Company since May 1998, is
not seeking re-election to the Board of Directors. The Board of Directors has
nominated Stephen E. McGregor to fill that directorship.
In addition, the holders of the Company's Series B Preferred Stock
voting separately as a class, are entitled to designate and elect one director
of the Company to serve so long as at least 2,000 shares of Series B Preferred
Stock remain outstanding. In March 2000, the holders of Series B Preferred Stock
elected Kevin P. Collins as their designee to serve on the Board of Directors.
Mr. Collins will continue to serve as a director at the pleasure of the holders
of the Series B Preferred Stock.
Two Class III directors are to be elected at the Annual Meeting, each
to serve for a term of three years and until his successor is duly elected and
qualified. The Board of Directors has nominated Anthony D. Pell and Stephen E.
McGregor to be elected as Class III directors. Mr. Pell is currently serving as
a director of the Company, and Mr. McGregor had previously served as a director
of the Company from July 1993 until August 1997. All other members of the Board
of Directors elected by the holders of Common Stock will continue in office
until the expiration of their respective terms in 2001 or 2002, as indicated
below, and until their respective successors are duly elected and qualified.
The Class III directors will be elected by a plurality of the votes
cast by the holders of shares of Common Stock present, in person or by proxy,
and entitled to vote at the Annual Meeting. If properly signed and returned to
the Company at or prior to the Annual Meeting, the accompanying proxy card will
be voted for the election of the nominees listed below, unless contrary
instructions are specified. Although the Board of Directors has no reason to
believe that any of the nominees listed below will decline or be unable to serve
as a director, should that occur, the persons appointed as proxies in the
accompanying proxy card intend to vote, unless the number of nominees or
directors is reduced by the Board of Directors, for such other nominee or
nominees as the Board of Directors may designate.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
ELECTION AS DIRECTORS OF THE PERSONS LISTED BELOW AS "NOMINEES". PROXY CARDS
SIGNED AND TIMELY RETURNED TO THE COMPANY WILL BE SO VOTED, UNLESS CONTRARY
INSTRUCTIONS ARE SPECIFIED THEREON.
NOMINEES
CLASS III - TERM EXPIRES IN 2003
STEPHEN E. MCGREGOR, 51, served as a director of the Company from July
1993 until August 1997. From July 1997 until June 1999, Mr. McGregor was an
Executive Vice President and the Chief Financial Officer of Key Energy Services,
Inc. ("Key"), East Brunswick, New Jersey, an oil field service provider. From
July 1995 until July 1997, he was Senior Advisor to BT Wolfensohn and its
predecessor James D. Wolfensohn, Inc. Mr. McGregor was the President and a
Member of Pacific Century Group LLC from September 1993 until July 1995. From
1982 until 1993 he was a partner, and from 1993 until March 1996 he was of
counsel, in the law firm of Skadden, Arps, Slate, Meagher & Flom in its
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<PAGE> 8
Washington, D.C. and London, England offices. Mr. McGregor also served as Deputy
Assistant Secretary for Oil and Gas Policy during the Carter Administration.
Prior thereto he was counsel to the United States Senate Commerce Committee.
ANTHONY D. PELL, 61, has served as a director of the Company since June
1994. Mr. Pell is a director of Rochdale Investment Management, Inc., New York,
New York. He was the President and a co-owner of Pell, Rudman & Co., Boston,
Massachusetts, an investment advisory firm, from 1981 until 1993, when it was
acquired by United Asset Management Company, since which time he has served as a
consultant. Mr. Pell was a director of Metretek, Incorporated ("Metretek
Florida"), a wholly-owned subsidiary of the Company, from 1985 until Metretek
Florida was acquired by the Company in March 1994. Mr. Pell was associated with
the law firm of Coudert Brothers from 1966 to 1968 and with the law firm of
Cadwalder, Wickersham and Taft from 1968 to 1972, specializing in estate and tax
planning. In 1972, Mr. Pell joined Boston Company Financial Strategies, Inc. as
a Vice President and was appointed a Senior Vice President in 1975.
CONTINUING DIRECTORS
CLASS I - TERM EXPIRES IN 2001
W. PHILLIP MARCUM, 56, a founder of the Company, has served as the
President, Chief Executive Officer, Chairman of the Board and a director of the
Company since its incorporation in April 1991. He also serves as the Chairman
and Chief Executive Officer of each of the Company's wholly-owned subsidiaries.
Mr. Marcum currently serves on the board of directors of one public corporation,
Key, and one privately-held corporation, Test America, Inc., Asheville, North
Carolina, a water analysis company.
BASIL M. BRIGGS, 64, has served as a director of the Company since June
1991. He has been a practicing attorney in Detroit, Michigan since 1961,
practicing law with Cox, Hodgman & Giarmarco, P.C., Troy, Michigan since January
1997. Mr. Briggs was of counsel with Miro, Weiner & Kramer, P.C., Bloomfield
Hills, Michigan, from 1987 through 1996. He was the President of Briggs &
Williams, P.C., Attorney at Law, from 1977 through 1986. Mr. Briggs was the
Secretary of Patrick Petroleum Company ("Patrick Petroleum") from 1984, and a
director of Patrick Petroleum from 1970, until Patrick Petroleum was acquired by
Goodrich Petroleum Company ("Goodrich Petroleum"), an oil and gas company, in
April 1995. Since August 1995, Mr. Briggs has been a director of Goodrich
Petroleum.
ROBERT LLOYD, 61, has served as a director of the Company since July
1993. He currently manages his personal investments. From 1988 to 1989 he was an
Executive Director of Interallianz London Limited, the wholly-owned corporate
finance subsidiary of Interallianz Bank Zurich A.G. Mr. Lloyd formerly held
several positions with Drexel Burnham Lambert Inc. and affiliates, including
Managing Director and Senior Corporate Finance Officer in Europe.
CLASS II - TERM EXPIRES IN 2002
A. BRADLEY GABBARD, 45, a founder of the Company, has served as a
director and executive officer of the Company since its incorporation in April
1991. Mr. Gabbard has served as the Executive Vice President of the Company
since July 1993, and the Chief Financial Officer and Treasurer of the Company
since August 1996 and from April 1991 until July 1993. He also served as the
Vice President and the Secretary of the Company from April 1991 through July
1993. Mr. Gabbard also serves as the Chief Financial Officer of each of the
Company's wholly-owned subsidiaries. From October 1990 to February 1991, Mr.
Gabbard was employed by Boettcher & Company, serving as Vice President in its
research department. In 1987, Mr. Gabbard joined Great Horn, Inc., a privately
held New York based investment corporation, as its Vice President in charge of
western oil and gas investment activities. In 1988, Great Horn acquired a
controlling interest in Premier Resources, Ltd. ("Premier"), Denver, Colorado,
and appointed Mr. Gabbard as the Executive Vice President and Chief Operating
Officer, where he served until the sale of Premier in 1990. From 1981 to 1987,
Mr. Gabbard was employed by Search Drilling Company, Wichita, Kansas, a
privately held oil and gas company, initially serving as its Vice President of
Finance, and later as an Executive Vice President. From 1976 to 1981, Mr.
Gabbard was employed in the Oklahoma City office of Ernst and Whinney (now Ernst
and Young), principally serving clients in the oil and gas industry. Mr. Gabbard
is a certified public accountant.
RONALD W. MCKEE, 52, has served as a director of the Company since
August 1997 and has served as the President and Chief Operating Officer of
Metretek Florida since September 1995. Mr. McKee had previously served as the
Vice President of Marketing of Metretek Florida since he joined Metretek Florida
in 1989. From 1970 to 1989, Mr. McKee held various sales and marketing
management positions with Rockwell International, Pittsburgh, Pennsylvania and
became the general sales and marketing manager for Rockwell International's plug
valve business unit in 1987.
ALBERT F. THOMASSON, 58, has served as a director of the Company since
March 1994. Mr. Thomasson was a director of Metretek Florida from 1981 until it
was acquired by the Company in March 1994. For the past five years, Mr.
Thomasson has been President of AFT Corporation, which provides management
consulting services to selected businesses in the
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<PAGE> 9
Birmingham, Alabama area; President of AFTCO Properties, Inc. and Brookhaven
Properties III, Inc., which are engaged in residential real estate development
in the Birmingham area; President of Thomasson, Coal & Coke, Inc., which is a
manufacturer of alloy block for foundries until it merged into AFT Corporation
in 1996; Managing General Partner of Opto Oil and Gas Company, which owns
working interests in oil and gas fields; and Chairman of the Board of Daily
Access Concepts, Inc., Mobile, Alabama, which provides fully automated
recordkeeping and trading services for qualified retirement plans.
SERIES B PREFERRED STOCK DIRECTOR
KEVIN P. COLLINS, 49, has served as a director of the Company since
March 2000. Mr. Collins has been a Managing Member of The Old Hill Company LLC,
Westport, Connecticut, which provides corporate financial and advisory services,
since 1997. From 1992 to 1997, he served as a principal of JHP Enterprises,
Ltd., and from 1985 to 1992, as Senior Vice President of DG Investment Bank,
Ltd., both of which were engaged in providing corporate finance and advisory
services. Mr. Collins has served as a director of Key since March 1996; a
director of The Penn Traffic Company, Syracuse, New York, a food retailer, since
June 1999; and a director of London Fog Industries, Inc, Eldesburg, Maryland, an
outerwear designer and distributor, since 1999. Mr. Collins also serves as the
director of one privately-held company, Avanti Petroleum, Inc., a convenience
chain store.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held nine meetings during 1999. During 1999, no
director attended fewer than 75% of the aggregate of the total number of
meetings of the Board of Directors (held during the period that he served as a
director) and the total number of meetings of committees of the Board of
Directors on which he served (during the period that he served).
The Board of Directors has a standing Audit Committee and Compensation
Committee, but no standing nominating committee. The functions customarily
attributable to a nominating committee are performed by the Board of Directors.
The Audit Committee currently consists of Messrs. Lloyd, Pell and
Thomasson. The Audit Committee formally met one time during 1999, and also met
informally several other times. The function of the Audit Committee is to
recommend the appointment of the independent auditors, to review the nature and
scope of the services of the independent auditors, to confer with the
independent auditors and to review the results of their audit and the Company's
internal accounting controls, and to provide assistance to the Board of
Directors with respect to the corporate and reporting practices of the Company.
The Compensation Committee currently consists of Messrs. Briggs, Pell
and Skilton. The Compensation Committee formally met three times during 1999,
and also met informally several other times. The function of the Compensation
Committee is to make recommendations to the Board of Directors regarding
compensation to be paid to the Company's executive officers.
EXECUTIVE OFFICERS AND KEY EMPLOYEES
The executive officers and certain other key employees of the Company
and its subsidiaries are as follows:
W. PHILLIP MARCUM, 56, a founder of the Company, has served as the
President, Chief Executive Officer, Chairman of the Board and a director of the
Company since April 1991. He also serves as the Chairman and Chief Executive
Officer of each of the Company's wholly-owned subsidiaries.
A. BRADLEY GABBARD, 45, a founder of the Company, has served as an
executive officer and director of the Company since April 1991. He has served as
the Executive Vice President of the Company since July 1993 and the Chief
Financial Officer and Treasurer of the Company from April 1991 until July 1993
and since 1996. He also served as the Vice President and Secretary of the
Company from April 1991 through July 1993. Mr. Gabbard also serves as the Chief
Financial Officer of each of the Company's wholly-owned subsidiaries.
RONALD W. MCKEE, 52, has served as the President and Chief Operating
Officer of Metretek Florida since September 1995 and a director of the Company
since August 1997. Mr. McKee had previously served as the Vice President of
Marketing of Metretek Florida since joining Metretek Florida in 1989. From 1970
to 1989, Mr. McKee held various sales and marketing management positions with
Rockwell International, Pittsburgh, Pennsylvania and became the general sales
and marketing manager for Rockwell International's plug valve business unit in
1987.
WOOD A. BREAZEALE, JR., 70, has served as the President, Chief
Operating Officer and a director of Southern Flow Companies, Inc., a
wholly-owned subsidiary of the Company, since May 1993. Mr. Breazeale was
formerly the President and
7
<PAGE> 10
Chief Operating Officer of the Southern Flow Companies, a division of Homco
International, Inc., and a Vice President of Homco International, Inc. from 1979
until the Company purchased the assets of the Southern Flow Companies division
in April 1993. Mr. Breazeale founded Southern Flow Companies in 1953.
GARY J. ZUIDERVEEN, 41, has served as the Controller of the Company
since May 1994 and the Secretary and Principal Accounting Officer of the Company
since August 1996. Since September 1999, he has also served as the Controller
and Secretary, and since March 2000 as the Principal Accounting Officer, of
PowerSpring, Inc. ("PowerSpring"), the Company's Internet-based energy services
subsidiary. From June 1992 until May 1994, Mr. Zuiderveen was the General
Accounting Manager at the University Corporation for Atmospheric Research in
Boulder, Colorado. From 1983 until June 1992, Mr. Zuiderveen was employed in the
Denver, Colorado office of Deloitte & Touche LLP, providing accounting and
auditing services to clients primarily in the manufacturing and financial
services industries and serving in the firm's national office accounting
research department.
JOHN A. HARPOLE, 40, has served as the Executive Vice President, Chief
Operating Officer and a director of PowerSpring since March 2000. From May 1994
until March 2000, when PowerSpring acquired Mercator Energy Incorporated
("Mercator"), Mr. Harpole was the President, sole director and sole shareholder
of Mercator. From 1991 until May 1994, Mr. Harpole was a Vice President of Alta
Energy Corporation. From 1982 to 1991, Mr. Harpole held various positions with
Ladd Petroleum Corporation, a subsidiary of General Electric Corporation.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth the total compensation that the Company
paid or accrued for services rendered to the Company in all capacities during
the last three fiscal years by its Chief Executive Officer and by its two other
executive officers (the "Named Executive Officers") whose total salary and bonus
exceeded $100,000 in the fiscal year ended December 31, 1999 ("fiscal 1999"):
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
COMPENSATION
------------
AWARDS
------
ANNUAL COMPENSATION(1) SECURITIES
-------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)(2) COMPENSATION($)(3)
- --------------------------- ---- --------- -------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
W. Phillip Marcum...................... 1999 $210,000 $ 0 0 $6,400
President and Chief 1998 200,000 0 120,000(4) 6,436
Executive Officer 1997 175,250 31,395 50,000 6,127
A. Bradley Gabbard..................... 1999 152,500 0 12,500(5) 5,826
Executive Vice 1998 145,000 0 44,500(4) 6,249
President and Chief 1997 127,292 24,225 25,000 5,877
Financial Officer
Ronald W. McKee........................ 1999 121,010 0 12,500(5) 4,318
President of Metretek, 1998 130,000 0 25,000(4) 4,102
Incorporated 1997 100,000 19,380 12,250 3,829
</TABLE>
- ---------------------
(1) Excludes perquisites and other personal benefits, if any, which were
less than the lesser of $50,000 or 10% of the total annual salary and
bonus reported for each Named Executive Officer.
(2) The number of securities underlying options has been adjusted to
reflect the one-to-four reverse split of the Common Stock effected on
July 6, 1998.
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<PAGE> 11
(3) Includes amounts paid or accrued on behalf of the Named Executive
Officers in 1999 for (i) matching contributions under the Company's
401(k) plan of $5,000 for Mr. Marcum, $4,567 for Mr. Gabbard and $3,630
for Mr. McKee; (ii) premiums for group term life insurance of $936 for
Mr. Marcum, $795 for Mr. Gabbard and $346 for Mr. McKee; and (iii)
premiums for long-term disability insurance of $464 for Mr. Marcum,
$464 for Mr. Gabbard and $342 for Mr. McKee.
(4) Includes options originally granted prior to 1998 (120,000 to Mr.
Marcum, 44,500 to Mr. Gabbard and 12,500 to Mr. McKee) that were
cancelled and regranted pursuant to a stock option repricing in 1998.
(5) These options vest in three equal annual installments: one-third on
date of grant, one-third on the first anniversary of the grant date and
one-third on the second anniversary of the grant date.
EMPLOYMENT AGREEMENTS, CHANGE IN CONTROL ARRANGEMENTS AND OTHER COMPENSATION
ARRANGEMENTS
In December 1991, the Company entered into employment agreements, which
have been amended several times, with W. Phillip Marcum, its President, Chief
Executive Officer and Chairman of the Board, and A. Bradley Gabbard, its
Executive Vice President and Chief Financial Officer. These employment
agreements were most recently amended effective January 1, 2000 to provide for
an extension of the employment term until December 31, 2003 for Mr. Marcum and
until December 31, 2001 for Mr. Gabbard, each with automatic additional one-year
renewal periods when the term expires unless either party gives six months prior
written notice of termination. The base salaries under these employment
agreements, which are subject to annual upward adjustments at the discretion of
the Board of Directors, are currently set at $295,000 for Mr. Marcum and
$175,000 for Mr. Gabbard. In addition to the base annual compensation, the
employment agreements provide, among other things, for standard benefits
commensurate with the management levels involved. The employment agreements also
provide for the Company to establish an incentive compensation fund, to be
administered by the Company's Compensation Committee, to provide for incentive
compensation to be paid to each officer or employee (including Messrs. Marcum
and Gabbard) deemed by the Compensation Committee to have made a substantial
contribution to the Company in the event of a change of control of the Company
or of the sale of substantially all of the assets of the Company or similar
transactions. The total amount of incentive compensation from the fund available
for distribution will be determined by a formula based on the amount by which
the fair market value per share of the Common Stock exceeds $10.08, multiplied
by a factor ranging from 10-20% depending upon the ratio of the fair market
value to $10.08. In the case of the sale of a significant subsidiary or
substantially all of the assets of a significant subsidiary, a similar pro rata
distribution is required. As amended, the employment agreements with Messrs.
Marcum and Gabbard provide that if the employment period expires without being
renewed, then the executive is entitled to receive a lump-sum severance payment
equal to 12 months, for Mr. Marcum, and six months, for Mr. Gabbard, of his then
base salary, and continued participation in all insurance plans of the Company
for such additional period. The employment agreements also contain certain
restrictions on each executive's ability to compete, use of confidential
information and use of inventions and other intellectual property.
As amended, the employment agreements with Messrs. Marcum and Gabbard
also include "change in control" provisions designed to provide for continuity
of management in the event of a change in control of the Company. The agreements
provide that if within three years after a change in control, the executive is
terminated by the Company for any reason other than for "cause", or if the
executive terminates his employment for "good reason" (as such terms are defined
in the employment agreements), then the executive is entitled to receive a
lump-sum severance payment equal to two times, for Mr. Marcum, and one times,
for Mr. Gabbard, the amount of his then annual base salary, together with
certain other payments and benefits, including continued participation in all
insurance plans of the Company for a period of two years for Mr. Marcum and one
year for Mr. Gabbard. Under these employment agreements, a "change in control"
will be deemed to have occurred only if: (1) any person or group becomes the
beneficial owner of 50% or more of the Company's Common Stock; (2) a majority of
the Company's present directors are replaced, unless the election of any new
director is approved by a two-thirds vote of the current (or properly approved
successor) directors; (3) the Company approves a merger, consolidation,
reorganization or combination, other than one in which the voting securities of
the Company outstanding immediately prior thereto continue to represent more
than 50% of the total voting power of the Company or of the surviving
corporation following such a transaction and the directors of the Company prior
to the transaction continue to represent a majority of the directors of the
Company or of the surviving corporation following such transaction; or (4) the
Company approves a sale of all or substantially all of its assets.
STOCK OPTION GRANTS
The following table sets forth certain information with respect to
stock options granted during fiscal 1999 to the Named Executive Officers. The
Company did not grant any stock appreciation rights, alone or in tandem with
stock options, in fiscal 1999.
9
<PAGE> 12
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------
% OF TOTAL
NUMBER OF SECURITIES OPTIONS GRANTED
UNDERLYING TO EMPLOYEES IN EXERCISE EXPIRATION
NAME OPTIONS GRANTED (#)(1) FISCAL YEAR (2) PRICE ($)(3) DATE (4)
- ---- ---------------------- --------------- ------------ --------
<S> <C> <C> <C> <C>
W. Phillip Marcum............... 0 0% N/A N/A
A. Bradley Gabbard............. 12,500 8.9% $4.63 September 7, 2009
Ronald W. McKee................ 12,500 8.9% $4.63 September 7, 2009
</TABLE>
- ---------------------
(1) The options in this table are incentive stock options granted under the
Company's 1998 Stock Incentive Plan. All options have ten year terms
from the date of initial grant and vest in three equal installments:
one-third upon grant, one-third after one year and one-third after two
years.
(2) Based upon 141,000 options granted during 1999 to employees.
(3) The exercise price of the option is the fair market value of the Common
Stock on the date of grant, based upon the last sale price of the
Common Stock on such date as reported on the Nasdaq National Market.
(4) These options may terminate before their terms expire due to the
termination of the optionee's employment or the optionee's disability
or death.
STOCK OPTION EXERCISES AND VALUES
The following table sets forth information with respect to stock
options held by the Named Executive Officers on December 31, 1999. The Named
Executive Officers did not exercise any stock options during 1999.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT FISCAL YEAR-END (#) FISCAL YEAR-END ($)(1)
------------------------------ ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
W. Phillip Marcum........................... 120,000 0 $330,000 $ 0
A. Bradley Gabbard.......................... 48,667 8,333 122,875 1,000
Ronald W. McKee............................. 29,167 8,333 69,750 1,000
</TABLE>
- ---------------------
(1) For purposes of this table, the value of unexercised in-the-money
options is calculated based upon the difference between $4.75, the
closing sale price of the Common Stock on December 31, 1999 as reported
on the Nasdaq National Market, and the option exercise price.
DIRECTOR COMPENSATION
Directors who are also officers or employees of the Company or any of
its subsidiaries do not receive any additional compensation for serving on the
Board of Directors. All directors are reimbursed for out-of-pocket costs of
attending meetings of the Board of Directors and its committees. Directors who
are not officers or employees of the
10
<PAGE> 13
Company or any of its subsidiaries ("Non-Employee Directors") currently receive
a fee of $1,000 for attendance at each meeting of the Board of Directors.
Non-Employee Directors also receive stock options. Until June 1998, these
options were granted under the Company's Directors' Stock Option Plan (the
"Directors' Plan"). Since June 1998, these options have been granted under the
Company's 1998 Stock Incentive Plan (the "1998 Plan"). Under the formula for
these stock option grants, each person who is first elected or appointed to
serve as a Non-Employee Director is automatically granted an option to purchase
5,000 shares of Common Stock. On the date of the Annual Meeting of Stockholders
each year, each Non-Employee Director (who has been such for at least six
months) is automatically granted an option to purchase 2,500 shares of Common
Stock. All options vest and become exercisable immediately upon grant.
Additional non-formula options can be granted to Non-Employee Directors under
the 1998 Plan in the discretion of the Board of Directors.
Each Non-Employee Director has the right to irrevocably elect on an
annual basis in advance to receive additional stock options under the 1998 Plan
("Meeting Options") in lieu of cash fees for attending meetings of the Board of
Directors. The Meeting Options are granted on the date of each Annual Meeting of
Stockholders and vest in 25% increments on the date of each of the subsequent
four regular quarterly meetings of the Board of Directors attended by such
Non-Employee Director. The number of shares of Common Stock exercisable upon the
exercise of Meeting Options are such that the value of the stock options granted
is equal to the amount of fees waived.
All options granted to Non-Employee Directors are nonqualified stock
options exercisable at a price equal to the fair market value of the Common
Stock on the date of grant and have ten year terms, subject to earlier
termination in the event of the termination of the optionee's status as a
director or the optionee's death. Options typically remain exercisable for one
year after a Non-Employee Director dies and for that number of years after a
Non-Employee Director leaves the Board of Directors (for any reason other than
death or removal for cause) equal to the number of full or partial years that
the Non-Employee Director served as a director, but not beyond the ten year term
of the option. On October 6, 1998, the exercise price of all options then
outstanding to Non-Employee Directors under the Directors' Plan and under the
1998 Plan was reduced to $2.00 per share, the closing sale price of the Common
Stock as reported on the Nasdaq National Market on such date. As of December 31,
1999, options to purchase 92,500 shares of Common Stock were outstanding to
Non-Employee Directors under the Directors' Plan and options to purchase 34,209
shares of Common Stock were outstanding to Non-Employee Directors under the 1998
Plan, at exercise prices ranging from $1.75 to $2.00 per share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 1997, Marcum Gas Transmission, Inc. ("MGT"), a wholly-owned
subsidiary of the Company, sold one-third of its preferred and performance share
interests and one-third of its interest in future management and administrative
fees in two business trusts to Odessa Exploration Incorporated ("Odessa"), a
subsidiary of Key. Odessa paid MGT $700,000 for its interest, a mutually agreed
reduction from an initial purchase price amount of $1,000,000. W. Phillip
Marcum, the Chairman of the Board, President and Chief Executive Officer of the
Company, and Kevin P. Collins, are directors of both the Company and Key,
although Mr. Collins was not a director of the Company at the time of the
transaction. In addition, at the time of the transaction, Stephen E. McGregor, a
nominee for director of the Company, was an Executive Vice President and the
Chief Financial Officer of Key, although at that time he was not a director or
officer of the Company.
On May 4, 1998, in connection with the Company's acquisition, through
Metretek Florida, of certain assets of a subsidiary of American Meter, Metretek
Florida entered into a license agreement with American Meter, for the license by
American Meter and its subsidiaries to Metretek Florida of certain operating
software, and the development, manufacture and sale by Metretek Florida to
American Meter of certain electronic components and related equipment pertaining
to electronic temperature and pressure correction to be embedded within certain
new rotary and turbine meters of American Meter. The license agreement also
grants to American Meter and its affiliates the right to sell Metretek Florida
products in the United States and Canada at certain agreed-upon prices.
Subsequent to the acquisition, Metretek Florida and American Meter entered into
an international sales agreement, pursuant to which American Meter and its
affiliates have the non-exclusive right to sell Metretek Florida products
internationally. Harry I. Skilton, the President, Chief Executive Officer and a
director of American Meter, became a member of the Board of Directors in May
1998 in connection with this acquisition. During fiscal 1998 and 1999, the
Company recorded revenues of approximately $522,000 and $593,000 with respect to
sales to American Meter under the license agreement and the international sales
agreement. The terms of the license agreement and the international sales
agreement were the result of arms-length negotiations between the parties.
Each material transaction between the Company or any of its
subsidiaries and any related party is approved by a majority of the members of
the Board of Directors who are disinterested in the transaction.
11
<PAGE> 14
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors
of the Company has appointed Deloitte & Touche LLP to serve as the Company's
independent auditors for the fiscal year ending December 31, 2000. Deloitte &
Touche LLP has served as the Company's independent auditors since 1991, the
Company's first fiscal year. Services provided to the Company by Deloitte &
Touche LLP during fiscal 1999 included the audit of the Company's consolidated
financial statements, services related to filings of reports with the SEC,
preparation of tax returns and consultation in connection with various
accounting and tax matters. A representative of Deloitte & Touche LLP is
expected to be present at the Annual Meeting, will have the opportunity to make
a statement if he desires to do so, and is expected to be available to respond
to appropriate questions.
The affirmative vote of the holders of a majority of the shares of
Common Stock present, in person or by proxy, and entitled to vote at the Annual
Meeting is required to ratify the appointment by the Board of Directors of
Deloitte & Touche LLP as the Company's independent auditors for the fiscal year
ending December 31, 2000.
Stockholder ratification of the appointment of Deloitte & Touche LLP as
the Company's independent auditors is not required. However, the Board of
Directors is submitting the appointment to the stockholders for ratification as
a matter of good corporate practice. If the stockholders fail to ratify the
appointment of Deloitte & Touche LLP, then the Audit Committee and the Board of
Directors will reconsider the appointment. Even if the appointment is ratified
by the stockholders, the Audit Committee and the Board of Directors may, in
their discretion, appoint different independent auditors for fiscal 2000 at any
time during the year if they determine that such a change would be in the best
interests of the Company and its stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000. PROXY CARDS
SIGNED AND TIMELY RETURNED TO THE COMPANY WILL BE SO VOTED, UNLESS CONTRARY
INSTRUCTIONS ARE SPECIFIED THEREON.
ANNUAL REPORT
THE COMPANY'S 1999 ANNUAL REPORT, WHICH CONTAINS THE COMPANY'S ANNUAL
REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 AND INCLUDES
THE COMPANY'S AUDITED FINANCIAL STATEMENTS FOR FISCAL 1999, ACCOMPANIES THIS
PROXY STATEMENT BUT IS NOT A PART OF THIS PROXY STATEMENT OR THE COMPANY'S PROXY
SOLICITATION MATERIALS. THE COMPANY WILL PROVIDE, WITHOUT CHARGE, ADDITIONAL
COPIES (WITHOUT EXHIBITS) OF ITS ANNUAL REPORT ON FORM 10-KSB FOR FISCAL 1999 TO
ANY STOCKHOLDER UPON RECEIPT OF A WRITTEN REQUEST, ADDRESSED TO METRETEK
TECHNOLOGIES, INC., 1675 BROADWAY, SUITE 2150, DENVER, COLORADO 80202,
ATTENTION: SECRETARY.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act ("Section 16(a)") requires the
Company's directors and executive officers, and beneficial owners of more than
10% of the outstanding Common Stock, to file with the SEC initial reports of
ownership on Form 3 and reports of changes in ownership on Form 4 or Form 5 with
the SEC, and to furnish the Company with copies of all such reports that they
file. Based solely upon its review of the copies of such forms received by the
Company, the Company believes that, during 1999, all reports required by Section
16(a) to be filed by such persons were timely filed, except for one report
regarding a stock option exercise filed late by Mr. Briggs.
STOCKHOLDER PROPOSALS
Stockholders of the Company may submit proper proposals for
consideration at the Company's annual meetings of stockholders by submitting
their proposals in writing to the Company in a timely manner and otherwise in
compliance with federal and state laws and regulations and the Company's
By-Laws. In order to be considered for inclusion in the Company's proxy
materials for the 2001 Annual Meeting of Stockholders, stockholder proposals
must be received by the Secretary of the Company on or before January 3, 2001,
and must otherwise comply with the requirements of Rule 14a-8 of the Exchange
Act ("Rule 14a-8"). The timely submission of a stockholder proposal does not
guarantee that it will be included in the Company's proxy materials for the 2001
Annual Meeting.
In addition, the Company's By-Laws establish an advanced notice
procedure that stockholders must follow in order to nominate directors or to
bring other business before an annual meeting of stockholders without complying
with Rule 14a-8.
12
<PAGE> 15
These advance notice procedures require that, among other things, notice of a
director nomination or other business must be submitted in writing to the
Secretary of the Company not less than 45 days nor more than 150 days prior to
the anniversary of the date on which the Company first mailed its proxy
materials for the prior annual meeting, unless the date of the annual meeting is
changed by more than 30 days from the anniversary of the date of the prior
annual meeting. For director nominations or other business to be properly
brought before the 2001 Annual Meeting, a stockholder must deliver written
notice to the Secretary of the Company no sooner than December 1, 2000 and no
later than March 15, 2001; provided, however, that if the date of the 2001
Annual Meeting is changed by more than 30 days from the date of the 2000 Annual
Meeting, notice must be received not later than the later of 75 days before the
date of the 2001 Annual Meeting or 10 days following the date on which public
announcement of the date of the 2001 Annual Meeting is first made. The notice
must contain the information specified in the By-Laws concerning the matters to
be brought before such annual meeting and concerning the stockholder proposing
such matters, including the name, address, number of shares beneficially owned
and any material interest of the stockholder making the proposal. Notice of a
director nomination must include information on various matters regarding the
nominee, including the nominee's name, age, business and residence address,
principal occupation and security holdings and any arrangements between the
stockholder and the nominee. Notice of other business must include a description
of the proposed business, the reasons therefor and other specified matters. A
copy of the relevant provisions of the Company's By-Laws may be obtained by a
stockholder without charge upon written request to the Secretary of the Company.
All notices of proposals by stockholders, whether or not to be included
in the Company's proxy materials, must be sent to Metretek Technologies, Inc.,
1675 Broadway, Suite 2150, Denver, Colorado 80202, attention: Secretary. Any
stockholder proposal must also comply with all other applicable provisions of
the Company's Second Restated Certificate of Incorporation and By-Laws, the
Exchange Act, including the rules and regulations thereunder, and Delaware law.
The Chairman of the meeting may exclude any stockholder proposal that is not in
compliance with the foregoing requirements. If the Chairman does not exclude the
proposal, then the persons appointed as proxies in the proxy card solicited by
the Board of Directors of the Company for the 2001 Annual Meeting may exercise
discretionary voting authority to vote in accordance with their best judgment on
any such proposal submitted outside of Rule 14a-8.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows of
no other matters to be presented at the Annual Meeting. However, if any other
matters are properly presented at the Annual Meeting, the persons appointed as
proxies in the accompanying proxy card will have the discretionary authority to
vote the shares represented by the proxy card in accordance with their best
judgment.
By Order of the Board of Directors
Gary J. Zuiderveen
Secretary
May 11, 2000
Denver, Colorado
13
<PAGE> 16
PROXY METRETEK TECHNOLOGIES, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 15, 2000
The undersigned stockholder of Metretek Technologies, Inc., a Delaware
corporation (the "Company"), hereby appoints W. Phillip Marcum and A. Bradley
Gabbard, or either of them, with full power and substitution (the "proxies"), as
proxy or proxies of the undersigned, to represent the undersigned, and to
exercise all the powers that the undersigned would have if personally present to
act and to vote all of the shares of the Company that the undersigned is
entitled to vote, at the Annual Meeting of Stockholders of the Company (the
"Annual Meeting") called to be held on Thursday, June 15, 2000, at 2:00 p.m.,
local time, at The Brown Palace Hotel, 321 17th Street, Denver, Colorado, and at
any adjournments or postponements thereof, as follows:
1. To elect two (2) directors of the Company to serve for a term of three
years and until their successors are duly elected and qualified.
[ ] FOR all nominees listed below (except as marked to the contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
Stephen E. McGregor Anthony D. Pell
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW:)
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2. To ratify the appointment by the Board of Directors of Deloitte & Touche
LLP as the Company's independent auditors for the fiscal year ending
December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to take action and to vote
upon such other business as may properly come before the Annual Meeting or
any adjournments or postponements thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH ITEM
The shares represented by this proxy card when properly executed will be voted
as specified. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR ITEMS 1
AND 2 AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF. All proxies previously given are hereby revoked. Receipt
of the accompanying Proxy Statement is hereby acknowledged.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
SELF-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
Date:
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Signature
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Additional Signature (if shares are
held jointly)
INSTRUCTIONS: Please sign exactly as your name appears on the label above and
return this proxy card promptly in the accompanying envelope. When shares are
held by joint tenants, both should sign. When shares are held in the name of a
corporation, partnership, limited liability company or other entity, please sign
the full entity name by an authorized officer, partner, manager, member or other
authorized person. When signing as attorney, executor, administrator, trustee,
guardian or in any other representative capacity, please give your full title as
such.
[ ] Please check this box if you are planning to attend the
Annual Meeting of Stockholders.
