TECOGEN INC. (NASDAQ:TGEN) Files An 8-K Financial Statements and Exhibits
Item 9.01 and to add the press release described below.
registration statement on Form S-4, which contains a proxy
statement of the Company and a prospectus of the Company (the
Registration Statement), with the Securities and Exchange
Commission (the SEC). On April 12, 2017, the Registration
Statement was declared effective by the SEC, and the Company
announced that a special meeting of the Companys stockholders
(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 (1) 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), and (2) a proposal to approve the
adjournment or postponement of the Special Meeting, if necessary
or appropriate, to solicit additional proxies. 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. The proxy statement is expected to be mailed to
stockholders of record on or about May 4, 2017.
including approval by the Companys stockholders and other
customary closing conditions.
and incorporated herein by reference.
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.
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.
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. Notice of the Special Meeting and a definitive proxy
statement/prospectus is expected to be mailed on or about May 4,
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. The definitive proxy
statement/prospectus (when available) and other relevant
documents will also be available, without charge, by directing a
request by mail or telephone to Attn: David Garrison, 45 First
Ave., Waltham, MA 02451, 781-466-6403, or from the Companys
website, http://tecogen.com/.
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).
furnished, and not filed:
Exhibit No.
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Description
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99.1
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Press release dated April 13, 2017.
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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 up +0.04 at 3.69 with shares trading hands.