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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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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ITEM 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL STRATEGIES.
On September 30, 2004, after engaging in a review of the Company's
business strategies, plans and operations, the Board of Directors of Metretek
Technologies, Inc., a Delaware corporation (the "Company"), determined to, and
authorized and committed to a plan to, sell or otherwise discontinue the
contract manufacturing business operated in Melbourne, Florida by Metretek
Contract Manufacturing Company, Inc., a Florida corporation ("MCM"), which is a
majority-owned subsidiary of Metretek, Incorporated, a Florida corporation and
wholly-owned subsidiary of the Company ("Metretek Florida"). The Company made
its determination to exit the contract manufacturing business as the result of
recent unacceptable losses in that business that have adversely affected the
consolidated financial results of the Company, and based upon industry and
market factors and recent projections of operations that are not favorable to
the Company in the foreseeable future. The Company intends to complete the
discontinuance of the contract manufacturing operations of MCM by no later than
the end of the fiscal year ended December 31, 2004, by selling the contract
manufacturing business to a third party, but if unable to do so on terms
acceptable to the Company, by ceasing such operations. The discontinuance will
allow Metretek Florida to focus on its telemetry and automated meter reading
business lines, including the operations related to its new InvisiConnect
technology, which businesses are being streamlined in efforts to improve the
financial condition and results of operations of Metretek Florida.
The Company has entered into a non-binding letter of intent with
InstruTech, Inc. for the sale of all contract manufacturing assets. InstruTech
is a Colorado-based contract manufacturer of printed circuit boards and other
electronics-based products. Upon closing, expected to take place not later than
October 31, 2004, InstruTech will continue to service MCM customers from MCM's
existing facility. Under the terms of the letter of intent, InstruTech will
acquire MCM's manufacturing assets and business, but without assumption of most
of MCM's existing liabilities. The proposed sale is subject to execution of a
definitive agreement and other customary conditions to closing.
The Company currently estimates that the range of amount of total costs
expected to be incurred in connection with the discontinuance of the contract
manufacturing business, which will be treated as discontinued operations, will
be approximately $3.5 million, including between approximately $0.5 and $1.0
million of future cash expenditures. However, as of the date of this Report, the
Company is not able in good faith to make a more precise determination or
estimate of the amount or range of amounts of costs expected to be incurred in
connection with the discontinuance of the contract manufacturing business in
total or for each major type of cost associated therewith, or of the amount of
such costs that will result in future cash expenditures. The Company intends to
file an amendment to this Report after it makes a determination or estimate of
the amount or range of costs expected to be incurred for each major type of
costs or if there is a material change to the estimates above.
A copy of the Company's press release dated October 6, 2004, announcing
the discontinuance of the contract manufacturing business, is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
ITEM 7.01. REGULATION FD DISCLOSURE.
On October 6, 2004, the Company issued a press release regarding, among
other things, an update to forward-looking statements relating to the 2005
fiscal year. The Company's press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
99.1 Press release of Metretek Technologies, Inc., dated
October 6, 2004, announcing the discontinuance of
its contract manufacturing operations and updating
guidance for fiscal 2005.
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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 6, 2004
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