AMERICAN DG ENERGY INC. (NYSEMKT:ADGE) Files An 8-K Other Events
Item 8.01. Other Events
In connection with its special meeting of stockholder scheduled
for May 18, 2017 to consider its merger with Tecogen, Inc. (the
“Special Meeting”), on April 27, 2017, American DG Energy, Inc.
(the “Company”), issued a press release announcing the
commencement of mailing a notice of meeting, a definitive proxy
statement and a proxy card to each of its stockholders (the
Mailing). The Special Meeting is scheduled to be held on May 18,
2017, at 11 a.m., Eastern Time, at the Companys principal
executive offices at 45 First Avenue, Waltham, Massachusetts
02451, to consider and vote on a proposal to approve the issuance
of the shares of common stock, par value $.001 per share, of the
Company to the Agreement and Plan of Merger, dated as of November
1, 2016, as subsequently amended (the Merger Agreement), among
the Company, Tecogen.ADGE Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of the Company (Merger
Sub), and American DG Energy Inc. (ADGE), to which Merger Sub
will merge with and into ADGE, with ADGE as the surviving entity
such that ADGE will become a wholly-owned subsidiary of the
Company (the Merger). Stockholders of record of the Company at
the close of business on April 24, 2017, will be entitled to vote
by proxy or in person at the Special Meeting.
for May 18, 2017 to consider its merger with Tecogen, Inc. (the
“Special Meeting”), on April 27, 2017, American DG Energy, Inc.
(the “Company”), issued a press release announcing the
commencement of mailing a notice of meeting, a definitive proxy
statement and a proxy card to each of its stockholders (the
Mailing). The Special Meeting is scheduled to be held on May 18,
2017, at 11 a.m., Eastern Time, at the Companys principal
executive offices at 45 First Avenue, Waltham, Massachusetts
02451, to consider and vote on a proposal to approve the issuance
of the shares of common stock, par value $.001 per share, of the
Company to the Agreement and Plan of Merger, dated as of November
1, 2016, as subsequently amended (the Merger Agreement), among
the Company, Tecogen.ADGE Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of the Company (Merger
Sub), and American DG Energy Inc. (ADGE), to which Merger Sub
will merge with and into ADGE, with ADGE as the surviving entity
such that ADGE will become a wholly-owned subsidiary of the
Company (the Merger). Stockholders of record of the Company at
the close of business on April 24, 2017, will be entitled to vote
by proxy or in person at the Special Meeting.
Completion of the Merger is subject to certain conditions,
including approval by the Companys stockholders and other
customary closing conditions.
including approval by the Companys stockholders and other
customary closing conditions.
A copy of the press release is furnished as Exhibit 99.1 hereto
and incorporated herein by reference.
and incorporated herein by reference.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K, or this Current Report, contains
forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other securities
laws. The forward looking statements are subject to various known
and unknown risks, uncertainties and other factors. When the
Company uses words such as believes, expects, anticipates,
estimates, plans or similar expressions, the Company is making
forward looking statements. Although the Company believes that
its forward-looking statements are based on reasonable
assumptions, its expected results may not be achieved, and actual
results may differ materially from its expectations. For example,
this Current Report states the date that the Company expects to
mail the proxy statement to its stockholders and the date of the
Special Meeting. These dates could change and the mailing and/or
the date of the Special Meeting could be delayed.
forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other securities
laws. The forward looking statements are subject to various known
and unknown risks, uncertainties and other factors. When the
Company uses words such as believes, expects, anticipates,
estimates, plans or similar expressions, the Company is making
forward looking statements. Although the Company believes that
its forward-looking statements are based on reasonable
assumptions, its expected results may not be achieved, and actual
results may differ materially from its expectations. For example,
this Current Report states the date that the Company expects to
mail the proxy statement to its stockholders and the date of the
Special Meeting. These dates could change and the mailing and/or
the date of the Special Meeting could be delayed.
You should not rely upon forward-looking statements except as
statements of the Companys present intentions and of the Companys
present expectations, which may or may not occur. You should read
these cautionary statements as being applicable to all
forward-looking statements wherever they appear. Except as
required by law, the Company undertakes no obligation to release
publicly the result of any revision to these forward-looking
statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review
and consider the various disclosures the Company has made in this
document as well as the Companys other filings with the SEC,
including the sections captioned Risk Factors and Cautionary Note
Regarding Forward Looking Statements in the Companys Annual
Report on Form 10-K for the year ended December 31, 2016 filed
with the SEC on March 23, 2017.
statements of the Companys present intentions and of the Companys
present expectations, which may or may not occur. You should read
these cautionary statements as being applicable to all
forward-looking statements wherever they appear. Except as
required by law, the Company undertakes no obligation to release
publicly the result of any revision to these forward-looking
statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review
and consider the various disclosures the Company has made in this
document as well as the Companys other filings with the SEC,
including the sections captioned Risk Factors and Cautionary Note
Regarding Forward Looking Statements in the Companys Annual
Report on Form 10-K for the year ended December 31, 2016 filed
with the SEC on March 23, 2017.
Additional Information
This Current Report may be deemed to be solicitation material in
respect of the proposed stockholder vote approving the Merger.
The Company has filed with the SEC a Registration Statement on
Form S-4, which Registration Statement will include a definitive
proxy statement of the Company, a definitive proxy statement of
ADGE and prospectus of the Company (when available). The
Registration Statement was declared effective by the SEC on April
12, 2017. The Mailing was mailed on or about April 27, 2017, to
stockholders of the Company as of April 24, 2017. BEFORE MAKING
ANY VOTING DECISION, THE COMPANYS STOCKHOLDERS ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING, WHEN
AVAILABLE, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, BECAUSE
THEY WILL CONTAIN
respect of the proposed stockholder vote approving the Merger.
The Company has filed with the SEC a Registration Statement on
Form S-4, which Registration Statement will include a definitive
proxy statement of the Company, a definitive proxy statement of
ADGE and prospectus of the Company (when available). The
Registration Statement was declared effective by the SEC on April
12, 2017. The Mailing was mailed on or about April 27, 2017, to
stockholders of the Company as of April 24, 2017. BEFORE MAKING
ANY VOTING DECISION, THE COMPANYS STOCKHOLDERS ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING, WHEN
AVAILABLE, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, BECAUSE
THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER. Stockholders will be able
to obtain, without charge, a copy of the definitive proxy
statement/prospectus (when available) and other documents that
the Company and ADGE file with the SEC from the SECs website at
www.sec.gov.
to obtain, without charge, a copy of the definitive proxy
statement/prospectus (when available) and other documents that
the Company and ADGE file with the SEC from the SECs website at
www.sec.gov.
The Company, ADGE, their respective directors and executive
officers and certain other members of their management and
employees may be deemed to be participants in the solicitation of
proxies in connection with the Special Meeting at which the
Companys stockholders will have the opportunity to vote on the
proposed Merger. Additional information regarding the interests
of such potential participants will be included or incorporated
by reference in the definitive proxy statement/prospectus (when
available).
officers and certain other members of their management and
employees may be deemed to be participants in the solicitation of
proxies in connection with the Special Meeting at which the
Companys stockholders will have the opportunity to vote on the
proposed Merger. Additional information regarding the interests
of such potential participants will be included or incorporated
by reference in the definitive proxy statement/prospectus (when
available).
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press Release of American DG Energy, Inc. dated April
28, 2017, furnished herewith. |
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 up +0.005 at 0.320 with 10,514 shares trading hands.
