EUROSITE POWER INC. (OTCMKTS:EUSP) Files An 8-K Other Events
Item 8.01
| Other Events |
On December 29, 2016, EuroSite Power Inc. (the Company) filed a
Form 15 (12g Form 15) with the Securities and Exchange Commission
to deregister its common stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the Act). The
Company intends to file an additional Form 15 with the Securities
and Exchange Commission on or about January 2, 2017 to Regulation
15d-6 under the Act. The Company is eligible to deregister its
common stock by filing a Form 15 under Section 12(g) and 15(d) of
the Act because the Company has fewer than 300 holders of record
of its common stock.
Upon the filing of the 12g Form 15, the Company’s obligation to
file periodic reports, such as Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
under Section 13(a) of the Act will be suspended immediately. The
deregistration under Section 12(g) of the Act is expected to be
effective 90 days after the filing of the 12g Form 15 at which
time the Company’s other filing requirements under Section 13(a)
of the Act will terminate.
The Company’s common stock is currently traded on the OTCQX
operated by the OTC Markets Group, a centralized electronic
quotation service for over-the-counter securities. Following the
suspension of the Company’s obligation to file periodic reports,
the Company anticipates its common stock will be traded on the
OTC Pink Market operated by the OTC Markets Group, so long as
market makers demonstrate an interest in trading in the
Company’s common stock. However, there is no assurance that
trading in the Company’s common stock will continue on the OTC
Pink Market or any other securities exchange or quotation medium.
In connection with the foregoing, inter alia, the
Company filed post-effective amendments to its Registrations
Statements on Form S-3 and Form S-8, removing from registration
any unsold common stock thereunder.
The decision of the Company’s Board of Directors to deregister
its common stock was based on the consideration of numerous
factors, including (i) the costs, both direct and indirect,
incurred by the Company each year in connection with preparing
and filing periodic reports with the SEC, (ii) the benefits of
permitting senior management of the Company to spend less time on
report preparation, which will allow them to devote full time and
attention to the Companys strategy and operations, (iii) the
substantial costs and expected further substantial increase in
accounting, legal and other costs associated with remaining a
registered public company in light of the requirements of SEC and
OTCQX rules, (iv) that the Company has not, other than raising
approximately $1.5 million in 2012, raised capital in the public
marketplace, nor does it expect to be in a position to do so in
the future, (v) that the Company has raised approximately fifteen
times that amount in private transactions and expects to be in a
position of only raising funds in such private transactions in
the foreseeable future, (vi) that the Company has not used, or
been in a position to use, its public stock to consummate
acquisitions, (vii) that the Companys status as a registered
public OTCQX-listed company or under the Securities Exchange Act
of 1934 has not necessarily enhanced its corporate image and has
not increased incentives associated with being a public company
for management and employees, (viii) the possible effects of
public disclosure of information relating to the Companys
business and operations to competitors, and (viii) the historic
low trading volume and significant price swings in the Company’s
common stock and potential loss of liquidity to stockholders,
(ix) the procedure, timing and costs associated with
deregistration, as well as the effects of deregistration and
deregistering on other public companies and (x) the Companys post
deregistration shareholder information plan under which the
Company would provide its stockholders with quarterly unaudited
financial information and annual audited financial statements and
update its stockholders with information about the Company and
the Board would continue to monitor the impact of deregistration.
On December 29, 2016 the Company issued a press release filed as
Exhibit 99.1 hereto announcing its intention to effect
deregistration and to suspend its reporting obligations under the
Securities Exchange Act of 1934.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| 99.1 | Press Release of EuroSite Power Inc. dated December 29, 2016. |
About EUROSITE POWER INC. (OTCMKTS:EUSP)
EuroSite Power Inc. distributes, owns and operates clean, onsite energy systems that produce electricity, hot water, heat and cooling in the United Kingdom and Europe. The Company provides a range of power purchase style thermal and power generation solutions to its customers. Its solutions include equipment installation, as well as operation and ongoing maintenance. The Company owns and operates the equipment that it installs at customers’ facilities and sells the energy produced by its systems to the customers on a long-term contractual basis. It operates approximately 30 energy systems, at over 30 locations in the United Kingdom. It provides a range of cogeneration or combined heat and power (CHP) product and energy options, including energy sales, which consists of electricity and thermal (hot water, heat and cooling), and energy producing products, which consists of cogeneration packages, chillers, natural gas heat pumps, complementary energy equipment and alternative energy. EUROSITE POWER INC. (OTCMKTS:EUSP) Recent Trading Information
EUROSITE POWER INC. (OTCMKTS:EUSP) closed its last trading session 00.000 at 0.402 with 200 shares trading hands.