AMERICAN DG ENERGY INC. (NYSEMKT:ADGE) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective May 18, 2017, at 5:00 p.m. (the “Effective Time”),
American DG Energy, Inc. (“ADGE”), completed its merger with and
into Tecogen Inc.s (“Tecogen”) wholly-owned subsidiary,
Tecogen.ADGE Acquisition Corp. (Merger Sub), with ADGE being the
surviving entity and therefore becoming a wholly-owned subsidiary
of Tecogen (the “Merger”). The Merger was to the terms of the
Agreement and Plan of Merger dated as of November 1, 2016, as
amended on March 23, 2017 (the Merger Agreement) by and among ADGE,
Tecogen, and Merger Sub.
American DG Energy, Inc. (“ADGE”), completed its merger with and
into Tecogen Inc.s (“Tecogen”) wholly-owned subsidiary,
Tecogen.ADGE Acquisition Corp. (Merger Sub), with ADGE being the
surviving entity and therefore becoming a wholly-owned subsidiary
of Tecogen (the “Merger”). The Merger was to the terms of the
Agreement and Plan of Merger dated as of November 1, 2016, as
amended on March 23, 2017 (the Merger Agreement) by and among ADGE,
Tecogen, and Merger Sub.
to the Merger Agreement, at the Effective Time of the Merger, each
of ADGE’s shares of common stock, $.001 par value per share,
issued and outstanding immediately prior to the Effective Time of
the Merger was converted into the right to receive 0.092 shares
(the Exchange Ratio) of common stock, $.001 par value per share, of
Tecogen (“Merger Consideration”). Tecogen expects to issue
approximately 4,662,937 shares of Tecogen common stock to ADGE
stockholders in accordance with the Merger Agreement.
of ADGE’s shares of common stock, $.001 par value per share,
issued and outstanding immediately prior to the Effective Time of
the Merger was converted into the right to receive 0.092 shares
(the Exchange Ratio) of common stock, $.001 par value per share, of
Tecogen (“Merger Consideration”). Tecogen expects to issue
approximately 4,662,937 shares of Tecogen common stock to ADGE
stockholders in accordance with the Merger Agreement.
Each outstanding option to purchase ADGE common stock and each
outstanding warrant to purchase common stock outstanding prior to
the Merger Effective Time will remain in effect until such option
or warrant expires, is terminated, forfeited or settled in
accordance with the terms thereof and be exercisable for or relate
to shares of Tecogen common stock (rounded down to the closest
whole share) equal to the number of shares of ADGE common stock
underlying such securities immediately prior to the Merger
Effective Time multiplied by the Exchange Ratio, and the exercise
price per share of each such ADGE option or warrant will be equal
to the exercise price per share of ADGE common stock immediately
before the Merger Effective Time divided by the Exchange Ratio,
rounded down to the closest whole cent. As to outstanding ADGE
equity awards and warrants, approximately 165,324 additional shares
of Tecogen common stock have been reserved for issuance upon
exercise of or in connection with outstanding ADGE equity awards
and restricted stock grants and 270,689 additional shares have been
reserved for issuance upon exercise of outstanding warrants to
purchase common stock.
outstanding warrant to purchase common stock outstanding prior to
the Merger Effective Time will remain in effect until such option
or warrant expires, is terminated, forfeited or settled in
accordance with the terms thereof and be exercisable for or relate
to shares of Tecogen common stock (rounded down to the closest
whole share) equal to the number of shares of ADGE common stock
underlying such securities immediately prior to the Merger
Effective Time multiplied by the Exchange Ratio, and the exercise
price per share of each such ADGE option or warrant will be equal
to the exercise price per share of ADGE common stock immediately
before the Merger Effective Time divided by the Exchange Ratio,
rounded down to the closest whole cent. As to outstanding ADGE
equity awards and warrants, approximately 165,324 additional shares
of Tecogen common stock have been reserved for issuance upon
exercise of or in connection with outstanding ADGE equity awards
and restricted stock grants and 270,689 additional shares have been
reserved for issuance upon exercise of outstanding warrants to
purchase common stock.
The foregoing description of the Merger Agreement does not purport
to be complete and is qualified in its entirety by reference to the
Merger Agreement, a copy of which was attached as Exhibit 2.1 to
ADGEs Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on November 2, 2016, and is
incorporated herein by reference.
to be complete and is qualified in its entirety by reference to the
Merger Agreement, a copy of which was attached as Exhibit 2.1 to
ADGEs Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on November 2, 2016, and is
incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
Listing Rule or Standard; Transfer of Listing.
In connection with the closing of the Merger, ADGE notified the
New York Stock Exchange Market (“NYSE MKT”) on May 18, 2017
that, at the Effective Time of the Merger, each share of ADGE’s
common stock issued and outstanding immediately prior to such
time, was automatically cancelled and converted into the right to
receive the Merger Consideration.
New York Stock Exchange Market (“NYSE MKT”) on May 18, 2017
that, at the Effective Time of the Merger, each share of ADGE’s
common stock issued and outstanding immediately prior to such
time, was automatically cancelled and converted into the right to
receive the Merger Consideration.
Also in connection with the closing of the Merger, the Company
requested NYSE MKT to promptly file with the Securities and
Exchange Commission (the “SEC”) a Notification of Removal from
Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), on Form
25 to delist and deregister the shares of the ADGE’s common
stock. Following the effectiveness of such Form 25, ADGE intends
to file with the SEC a certification on Form 15 under the
Exchange Act requesting that the shares of ADGE’s common stock
be deregistered and that ADGE’s reporting obligations under
Sections 13 and 15(d) of the Exchange Act be suspended.
requested NYSE MKT to promptly file with the Securities and
Exchange Commission (the “SEC”) a Notification of Removal from
Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), on Form
25 to delist and deregister the shares of the ADGE’s common
stock. Following the effectiveness of such Form 25, ADGE intends
to file with the SEC a certification on Form 15 under the
Exchange Act requesting that the shares of ADGE’s common stock
be deregistered and that ADGE’s reporting obligations under
Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03. Material Modification to Rights of Security Holders.
At the Effective Time, shareholders that held ADGE common stock
immediately prior to the completion of the Merger, ceased to have
any rights as shareholders of ADGE other than the right to
receive the Merger Consideration in accordance with the Merger
Agreement. The disclosure set forth under Items 2.01 and 3.01 is
incorporated by reference into this Item 3.03.
immediately prior to the completion of the Merger, ceased to have
any rights as shareholders of ADGE other than the right to
receive the Merger Consideration in accordance with the Merger
Agreement. The disclosure set forth under Items 2.01 and 3.01 is
incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
At the Effective Time, Tecogen completed the acquisition of the
ADGE through the merger of ADGE with and into the Merger Sub,
with ADGE continuing as the surviving corporation. As a result of
the Merger, each share of ADGE’s common stock issued and
outstanding immediately prior to the Effective Time of the Merger
was converted into the right to receive the Merger Consideration.
Tecogen will pay cash in lieu of any fractional shares.
ADGE through the merger of ADGE with and into the Merger Sub,
with ADGE continuing as the surviving corporation. As a result of
the Merger, each share of ADGE’s common stock issued and
outstanding immediately prior to the Effective Time of the Merger
was converted into the right to receive the Merger Consideration.
Tecogen will pay cash in lieu of any fractional shares.
Item 5.03. Amendments to Articles of Incorporation of Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
to the Merger Agreement, at the Effective Time, the certificate of
incorporation of ADGE was amended and restated in its entirety to
be in the form of the certificate of incorporation of Merger Sub as
in effect immediately prior to the Effective Time, except that
references to Merger Subs name were replaced by references to
American DG Energy Inc. The resulting certificate of incorporation
of ADGE, as so amended and restated, is attached as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
incorporation of ADGE was amended and restated in its entirety to
be in the form of the certificate of incorporation of Merger Sub as
in effect immediately prior to the Effective Time, except that
references to Merger Subs name were replaced by references to
American DG Energy Inc. The resulting certificate of incorporation
of ADGE, as so amended and restated, is attached as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
to the Merger Agreement, at the Effective Time, the bylaws of ADGE
were amended and restated in their entirety to be in the form of
the bylaws of Merger Sub as in effect immediately prior to the
Effective Time, except that references to Merger Subs name were
replaced by references to American DG Energy. The resulting bylaws
of ADGE, as so amended and restated, are attached as Exhibit 3.2 to
this Current Report on Form 8-K and are incorporated herein by
reference.
were amended and restated in their entirety to be in the form of
the bylaws of Merger Sub as in effect immediately prior to the
Effective Time, except that references to Merger Subs name were
replaced by references to American DG Energy. The resulting bylaws
of ADGE, as so amended and restated, are attached as Exhibit 3.2 to
this Current Report on Form 8-K and are incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 18, 2017, ADGE conducted a special meeting of stockholders
(the Special Meeting) for the purpose of consideration of the
approval of ADGE merging with and into the Merger Sub, with ADGE
continuing as the surviving entity.
(the Special Meeting) for the purpose of consideration of the
approval of ADGE merging with and into the Merger Sub, with ADGE
continuing as the surviving entity.
The proposal submitted to stockholders was approved with the
following votes:
following votes:
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Votes For
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Votes Against
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Votes Abstaining
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35,504,651
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426,481
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18,520
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Item 8.01. Other Events
Attached hereto as Exhibit 99.1 is the press release, dated May
18, 2017, relating to the results of the Special Meeting and the
consummation of the Merger.
18, 2017, relating to the results of the Special Meeting and the
consummation of the Merger.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated November 1, 2016,
among Tecogen, Inc., Tecogen.ADGE Acquisition Corp. and American DG Energy, Inc. (Incorporated by reference to ADGEs Current Report on Form 8-K, as filed with the SEC on November 2, 2016.) |
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2.2
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Amendment 1 to the Agreement and Plan of Merger, dated as
of March 23, 2017, among Tecogen, Inc., Tecogen.ADGE Acquisition Corp. and American DG Energy, Inc. (Incorporated by reference to ADGEs Current Report on Form 8-K, as filed with the SEC on March 24, 2017.) |
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3.1
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Amended and Restated Certificate of Incorporation of
American DG Energy Inc. |
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3.2
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Bylaws of American DG Energy Inc.
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99.1
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Press release, dated May 18, 2017
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About AMERICAN DG ENERGY INC. (NYSEMKT:ADGE)
American DG Energy Inc. distributes, owns and operates clean, onsite energy systems that produce electricity, hot water, heat and cooling. It offers natural gas-powered cogeneration systems. It offers energy producing products, such as natural gas heat pumps, complementary energy equipment, such as boilers, and alternative energy equipment, such as solar and fuel cells. Its cogeneration systems produce electricity from an internal combustion engine driving a generator, while the heat from the engine and exhaust is recovered and typically used to produce heat and hot water for use on-site. It also distributes and operates water chiller systems for building cooling applications. It has installed energy systems, representing approximately 8,323 kilowatts of heat and hot water, and approximately 4,525 tons of cooling. It provides a range of combined heat and power (CHP) products and energy options. The Company sells energy under long-term contracts. AMERICAN DG ENERGY INC. (NYSEMKT:ADGE) Recent Trading Information
AMERICAN DG ENERGY INC. (NYSEMKT:ADGE) closed its last trading session at 0.0000 with 461,694 shares trading hands.
