TECOGEN INC. (NASDAQ:TGEN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
Merger Agreement Amendment
On March 23, 2017, Tecogen Inc. (the “Company”) entered into
Amendment Number One (“Amendment No. 1”) of the Agreement and
Plan of Merger, dated on November 1, 2016 (the “Merger
Agreement”), by and among American DG Energy Inc., a Delaware
Corporation (“ADGE”) and Tecogen.ADGE Acquisition Corp., a
Delaware Corporation that is a wholly owned subsidiary of the
Company (“Merger Sub”). The purpose of Amendment No 1. was to
make administrative clarifications to the Merger Agreement.
Amendment Number One (“Amendment No. 1”) of the Agreement and
Plan of Merger, dated on November 1, 2016 (the “Merger
Agreement”), by and among American DG Energy Inc., a Delaware
Corporation (“ADGE”) and Tecogen.ADGE Acquisition Corp., a
Delaware Corporation that is a wholly owned subsidiary of the
Company (“Merger Sub”). The purpose of Amendment No 1. was to
make administrative clarifications to the Merger Agreement.
to Amendment No. 1, article two of the Merger Agreement was amended
to add a new section, section 2.7 to more accurately describe how
outstanding warrants of ADGE will be treated in the merger. The
parties agreed that all outstanding ADGE warrants at the time of
the merger will become effective, and will be exercisable for 0.092
shares of the Company’s common stock.
to add a new section, section 2.7 to more accurately describe how
outstanding warrants of ADGE will be treated in the merger. The
parties agreed that all outstanding ADGE warrants at the time of
the merger will become effective, and will be exercisable for 0.092
shares of the Company’s common stock.
Amendment No 1., also amended the definitions of ADGE Stockholder
Approval and Tecogen Stockholder Approval to be more specific. ADGE
Stockholder Approval now means the affirmative vote of the holders
of a majority of the issued and outstanding shares of ADGE common
stock that is entitled to vote at the ADGE stockholder meeting that
vote in favor of the adoption of the Merger Agreement. Tecogen
Stockholder Approval means the affirmative vote of the holders of
shares of stock having a majority in voting power of the votes cast
by the holders of all of the shares of stock present or represented
by proxy at the meeting that vote in favor of approval of the
issuance of the shares of Tecogen common stock to the Merger
Agreement.
Approval and Tecogen Stockholder Approval to be more specific. ADGE
Stockholder Approval now means the affirmative vote of the holders
of a majority of the issued and outstanding shares of ADGE common
stock that is entitled to vote at the ADGE stockholder meeting that
vote in favor of the adoption of the Merger Agreement. Tecogen
Stockholder Approval means the affirmative vote of the holders of
shares of stock having a majority in voting power of the votes cast
by the holders of all of the shares of stock present or represented
by proxy at the meeting that vote in favor of approval of the
issuance of the shares of Tecogen common stock to the Merger
Agreement.
Lastly, Amendment No 1. amended section 6.1 of the Merger Agreement
by deleting that section and replacing it with a new section 6.1
The new section 6.1 states that ADGE Stockholder Approval and
Tecogen Stockholder Approval will have to be duly obtained to
effectuate the merger.
by deleting that section and replacing it with a new section 6.1
The new section 6.1 states that ADGE Stockholder Approval and
Tecogen Stockholder Approval will have to be duly obtained to
effectuate the merger.
The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the Amendment No.1 and
the Merger Agreement which are filed as Exhibit 2.2 and 2.3 to this
Current Report on Form 8-K and which is incorporated herein by
reference.
qualified in its entirety by reference to the Amendment No.1 and
the Merger Agreement which are filed as Exhibit 2.2 and 2.3 to this
Current Report on Form 8-K and which is incorporated herein by
reference.
Information Regarding Certain Relationships and Related
Transactions
Transactions
ADGE and the Company are affiliated companies by virtue of common
leadership. Charlie Maxwell, the Chairman of the board of directors
of ADGE, is also a member of the board of directors of the Company.
John Hatsopoulos, a member of the board of directors and co-CEO of
ADGE, is also a member of the board of directors and co-CEO of the
Company. Benjamin Locke is co-CEO of ADGE and co-CEO of the
Company. Robert Panora is director of operations of ADGE and
President and Chief Operating Officer of the Company.
leadership. Charlie Maxwell, the Chairman of the board of directors
of ADGE, is also a member of the board of directors of the Company.
John Hatsopoulos, a member of the board of directors and co-CEO of
ADGE, is also a member of the board of directors and co-CEO of the
Company. Benjamin Locke is co-CEO of ADGE and co-CEO of the
Company. Robert Panora is director of operations of ADGE and
President and Chief Operating Officer of the Company.
The Company pays certain operating expenses, including benefits and
payroll, on behalf of ADGE and ADGE leases office space from the
Company. These costs are reimbursed by ADGE. The Company is also
the primary supplier of equipment to ADGE.
payroll, on behalf of ADGE and ADGE leases office space from the
Company. These costs are reimbursed by ADGE. The Company is also
the primary supplier of equipment to ADGE.
For further information about the Company’s relationships and
transactions with ADGE. and other related person transactions,
please see each companys Annual Report on Form 10-K for the year
ended December 31, 2016, the Companies’ definitive Proxy Statement
for the Annual Meeting of Stockholders held in June 2016, and any
of the Companies’ SEC filings filed since the Proxy Statement. The
Companys filings with the SEC, including the Annual Report, the
Proxy Statement and the Quarterly Report, are available at the SECs
website at www.sec.gov. Copies of certain of the Companys
agreements with these related parties are publicly available as
exhibits to the Companys public filings with the SEC and accessible
at the SECs website.
transactions with ADGE. and other related person transactions,
please see each companys Annual Report on Form 10-K for the year
ended December 31, 2016, the Companies’ definitive Proxy Statement
for the Annual Meeting of Stockholders held in June 2016, and any
of the Companies’ SEC filings filed since the Proxy Statement. The
Companys filings with the SEC, including the Annual Report, the
Proxy Statement and the Quarterly Report, are available at the SECs
website at www.sec.gov. Copies of certain of the Companys
agreements with these related parties are publicly available as
exhibits to the Companys public filings with the SEC and accessible
at the SECs website.
Additional Information about the Merger and Where to Find It
In connection with the Merger, American DG and Tecogen intend to
file relevant materials with the Securities and Exchange Commission
(the SEC), including a registration statement on Form S-4 that will
contain a proxy statement / prospectus / information statement.
Investors and security holders of American DG and Tecogen are urged
to read these materials when they become available because they
will contain important information about American DG, Tecogen, and
the Merger. The proxy statement / prospectus / information
statement and other relevant materials (when they become available
), and any other documents filed by either company with the SEC,
may be obtained free of charge at the SEC web site at www.sec.gov.
Investors and security holders are urged to read the proxy
statement / prospectus / information statement and the other
relevant materials when they become available before making any
voting or investment decision with respect to the Merger.
file relevant materials with the Securities and Exchange Commission
(the SEC), including a registration statement on Form S-4 that will
contain a proxy statement / prospectus / information statement.
Investors and security holders of American DG and Tecogen are urged
to read these materials when they become available because they
will contain important information about American DG, Tecogen, and
the Merger. The proxy statement / prospectus / information
statement and other relevant materials (when they become available
), and any other documents filed by either company with the SEC,
may be obtained free of charge at the SEC web site at www.sec.gov.
Investors and security holders are urged to read the proxy
statement / prospectus / information statement and the other
relevant materials when they become available before making any
voting or investment decision with respect to the Merger.
Tecogen’s directors and executive officers and certain other
members of its management and employees may be deemed to be
participants in the solicitation of proxies in connection with the
Special Meeting. Additional information regarding the interests of
such potential participants will be included or incorporated by
reference in the definitive proxy statement/prospectus (when
available).
members of its management and employees may be deemed to be
participants in the solicitation of proxies in connection with the
Special Meeting. 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
The registrant hereby files the following exhibits
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Exhibit No.
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Description of Exhibit
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2.2
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Form of Merger Agreement incorporated by reference from
the registrants Form 8-K filed with the SEC on November 2, 2016. |
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2.3
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Form of Amendment No. 1 to Merger Agreement
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About TECOGEN INC. (NASDAQ:TGEN)
Tecogen Inc. designs, manufactures, sells and maintains cogeneration products, including combined heat and power (CHP), air conditioning systems and water heaters for residential, commercial, recreational and industrial use. The Company is engaged in the business of manufacturing and supporting CHP products based on engines fueled by natural gas. The Company manufactures over three types of CHP products, such as cogeneration units that supply electricity and hot water, chillers that provide air-conditioning and hot water, and water heaters. Its commercial product line includes the InVerde, InVerde e+ and TECOGEN cogeneration units; TECOCHILL chillers; Ilios high-efficiency water heaters, and Ultera emissions control technology. Its customers include hospitals and nursing homes, hotels and motels, office and retail buildings, and military installations. Its cogeneration systems and chillers use the engine, the TecoDrive 7400 model. TECOGEN INC. (NASDAQ:TGEN) Recent Trading Information
TECOGEN INC. (NASDAQ:TGEN) closed its last trading session down -0.05 at 3.72 with shares trading hands.