Edgar Filing: METRETEK TECHNOLOGIES INC

As filed with the Securities and Exchange
Commission on June 14, 2004 Registration No. 333-______

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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METRETEK TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware 84-1169358
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

303 East 17th Avenue
Suite 660
Denver, Colorado 80203
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(ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)

Metretek Technologies, Inc. 1998 Stock Incentive Plan
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(FULL TITLE OF THE PLAN)

A. Bradley Gabbard, Executive Vice President
Metretek Technologies, Inc.
303 East 17th Avenue, Suite 660
Denver, Colorado 80203
(303) 785-8080
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(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

Copies to:
Paul R. Hess, Esq.
Kegler, Brown, Hill & Ritter Co., L.P.A.
65 East State Street, Suite 1800
Columbus, Ohio 43215
(614) 462-5400

CALCULATION OF REGISTRATION FEE

TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE FEE
REGISTERED REGISTERED PER SHARE OFFERING PRICE
----------------------- ------------------- ---------------- ------------------ ----------------------

Common Stock, par value
$.01 per share(1)(2) 1,000,000 shares(2) $ 2.95 (3) $ 2,950,000.00 (3) $ 373.77

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also registers such indeterminate number of
additional shares of Common Stock and other securities that may be offered
or issued under the Metretek Technologies, Inc. 1998 Stock Incentive Plan
in connection with stock splits, stock dividends and similar transactions
pursuant to the anti-dilution provisions of the Plan.

(2) Includes the related Preferred Share Purchase Rights to purchase shares of
Series C Preferred Stock, par value $.01 per share, of Metretek
Technologies, Inc. No separate consideration will be received for the
Preferred Share Purchase Rights which, prior to the occurrence of certain
prescribed events, are not exercisable, are evidenced by the certificates
for Common Stock and are transferable only with the Common Stock. The
value, if any, of the Preferred Share Purchase Rights is reflected in the
market price of the Common Stock.

(3) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to paragraphs (c) and (h)(1) of Rule 457 under
the Securities Act, upon the basis of the average of the high and low
prices of the Common Stock as reported on the OTC Bulletin Board on June
9, 2004.

REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO
GENERAL INSTRUCTION E

Metretek Technologies, Inc., a Delaware corporation (the "Registrant"), is
filing this Registration Statement on Form S-8 to register the issuance of up to
an additional 1,000,000 shares of Common Stock, par value $.01 per share, of the
Registrant ("Common Stock") pursuant to the Metretek Technologies, Inc. 1998
Stock Incentive Plan (the "Plan") in accordance with General Instruction E to
Form S-8. On June 12, 1998, the Registrant filed a Registration Statement on
Form S-8 (File No. 333-56697) registering the issuance of 250,000 (as adjusted
for a 1-for-4 reverse split of the Common Stock effected on July 6, 1998) shares
of Common Stock pursuant to Plan. On March 10, 2000, the Registrant filed a
Registration Statement on Form S-8 (File No. 333-32118) registering the issuance
of an additional 500,000 shares of Common Stock pursuant to the Plan. On June
11, 2001, the Registrant filed a Registration Statement on Form S-8 (File No.
333-62714) registering the issuance of an additional 1,000,000 shares of Common
Stock pursuant to the Plan. The securities registered under this Registration
Statement are of the same class as other securities for which the aforementioned
Registration Statements on Form S-8 relating to the same employee benefit plan
are effective. Pursuant to General Instruction E of Form S-8, the contents of
the aforementioned previously filed Registration Statements on Form S-8 are
incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

Exhibit No. Description of Exhibit

4.1 Second Restated Certificate of Incorporation of Metretek
Technologies, Inc. (Incorporated by reference to Exhibit 4.1 to
the Registrant's Registration Statement on Form S-3, Registration
No. 333-96369).

4.2 Amended and Restated By-Laws of Metretek Technologies, Inc.
(Incorporated by reference to Exhibit 4.2 to Registrant's
Registration Statement on Form S-8, Registration No. 333-62714.)

4.3 Metretek Technologies, Inc. 1998 Stock Incentive Plan, amended
and restated as of June 14, 2004*

5.1 Opinion of Kegler, Brown, Hill & Ritter Co., L.P.A.*

23.1 Consent of Deloitte & Touche LLP*

23.2 Consent of Kegler, Brown, Hill & Ritter Co., L.P.A. (Included in
Exhibit 5.1)

24.1 Powers of Attorney (Included in Signature Page of this
Registration Statement)

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*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on June 14, 2004.

METRETEK TECHNOLOGIES, INC.

By: /s/ W. Phillip Marcum
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W. Phillip Marcum, President and
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, THAT each person whose signature appears
below hereby constitutes and appoints W. Phillip Marcum, A. Bradley Gabbard and
Paul R. Hess, and each of them, with full power to act without the joinder of
others, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date
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/s/ W. Phillip Marcum President, Chief Executive Officer and June 14, 2004
------------------------------------------------ Director (Principal Executive Officer)
W. Phillip Marcum

/s/ A. Bradley Gabbard Executive Vice President, Chief Financial June 14, 2004
------------------------------------------------ Officer, Treasurer and Director (Principal
A. Bradley Gabbard Financial Officer)

/s/ Gary J. Zuiderveen Principal Accounting Officer, Controller June 14, 2004
------------------------------------------------ and Secretary (Principal Accounting
Gary J. Zuiderveen Officer)

/s/ Basil M. Briggs Director June 14, 2004
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Basil M. Briggs

/s/ Anthony D. Pell Director June 14, 2004
------------------------------------------------
Anthony D. Pell

/s/ Kevin P. Collins Director June 14, 2004
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Kevin P. Collins

METRETEK TECHNOLOGIES, INC.
1998 STOCK INCENTIVE PLAN
AMENDED AND RESTATED AS OF JUNE 14, 2004
FORM S-8

EXHIBIT INDEX