ADGE American DG Energy Inc. (delisted)

AMERICAN DG ENERGY INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-34493		04-3569304
(Commission File Number)		(IRS Employer Identification No.)
45 First Avenue
Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

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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 pursuant 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.

Pursuant 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.

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.

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 ADGE’s 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.

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.

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.

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.

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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.

 

Item 5.03.      Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.

Pursuant 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 Sub’s 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.

 

Pursuant 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 Sub’s 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 proposal submitted to stockholders was approved with the following votes:

Votes For		Votes Against		Votes Abstaining
35,504,651		426,481		18,520

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.

Item 9.01.      Financial Statements and Exhibits.

(d) Exhibits

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Exhibit No.	Description
2.1	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 ADGE’s Current Report on Form 8-K, as filed with the SEC on November 2, 2016.)
2.2	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 ADGE’s Current Report on Form 8-K, as filed with the SEC on March 24, 2017.)
3.1	Amended and Restated Certificate of Incorporation of American DG Energy Inc.
3.2	Bylaws of American DG Energy Inc.
99.1	Press release, dated May 18, 2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date:	May 23, 2017	AMERICAN DG ENERGY INC.
		By: /s/ Bonnie Brown
		Bonnie Brown, Chief Financial Officer