-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hde3UyLpHVNUlmRhcw/1UEbTY0kkK8PcSfzTu9y6VCy0PdbKtqEVfTaG3PK8eaT0 AS0pNc7Sgwu68mSi8j+mBQ== 0001227675-04-000004.txt : 20040510 0001227675-04-000004.hdr.sgml : 20040510 20040510190742 ACCESSION NUMBER: 0001227675-04-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040506 FILED AS OF DATE: 20040510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BREAZZANO DAVID J CENTRAL INDEX KEY: 0001227675 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19793 FILM NUMBER: 04794686 MAIL ADDRESS: STREET 1: 6 DESTA DRIVE SUITE 4400 CITY: MILDLAND STATE: TX ZIP: 79705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: METRETEK TECHNOLOGIES INC CENTRAL INDEX KEY: 0000882154 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 841169358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: WORLD TRADE CTR STREET 2: 1675 BROADWAY STE 2150 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035925555 MAIL ADDRESS: STREET 1: 1675 BROADWAY STREET 2: SUITE 2150 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: MARCUM NATURAL GAS SERVICES INC/NEW DATE OF NAME CHANGE: 19930328 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2004-05-06 0 0000882154 METRETEK TECHNOLOGIES INC MTEK 0001227675 BREAZZANO DAVID J 141 LINDEN STREET, SUITE S-4 WELLESLEY MA 02482 0 0 1 0 Common Stock 2004-05-06 4 J 0 5614 A 221497 I See Footnotes Common Stock 2004-05-06 4 C 0 115883 A 221497 I See Footnotes Warrants (Rights to Purchase) 3.0571 2004-05-06 4 J 0 121497 A 2004-05-06 2005-06-09 Common Stock 121497 121497 I See Footnotes Series B Preferred Stock 3.0571 2004-05-06 4 C 0 250 D 2004-05-06 2004-12-09 Common Stock 115883 250 I See Footnotes In exchange for an agreement by B III-A Capital Partners, L.P. ("B III-A") to convert 50% of its shares of Series B Preferred Stock (the "Preferred Shares") of Metretek Technologies, Inc. (the "Company") into 115,883 shares of Common Stock prior to the Series B Preferred Stock mandatory redemption date as set forth in the Company's Certificate of Designation, the Company agreed to issue to B III-A (i) 5,614 additional shares of Common Stock of the Company, and (ii) warrants (the "Warrants") to acquire an additional 121,497 shares (the "Warrant Shares") of Common Stock of the Company. The exercise price of the Warrants is $3.0571 per share. Membership interest through DDJ Capital Management, LLC ("DDJ"), and its affiliates. DDJ serves as investment manager and, accordingly, has voting and investment power, but no pecuniary interest, in securities held by B III-A. Indirect ownership in securities held by B III-A Capital Partners, L.P. Unable to determine exact pecuniary interest and disclaims any beneficial interest in excess of pecuniary interest. The Warrants are exercisable until June 9, 2005, provided, however, that in the event that the registration statement covering the Warrant Shares is not declared effective on or prior to October 5, 2004, the expiration date of the Warrants shall be extended on a day-for-day basis for each day until such registration statement is declared effective. Date on which Series B Preferred Stock is mandatorily redeemable. The Series B Preferred Stock was purchased as part of a Unit in connection with a private placement that closed in separate tranches in December, 1999 and February, 2000. Each Unit consisted of one share of Series B Preferred Stock, 200 shares of Common Stock and one warrant to purchase 100 shares of Common Stock. Each Unit was purchased by B III-A for $2,000. /s/ David J. Breazzano 2004-05-06 -----END PRIVACY-ENHANCED MESSAGE-----