Attached files
| file | filename |
|---|---|
| EX-10.1 - AMERICAN DG ENERGY INC | v205034_ex10-1.htm |
| EX-4.1 - AMERICAN DG ENERGY INC | v205034_ex4-1.htm |
| EX-5.1 - AMERICAN DG ENERGY INC | v205034_ex5-1.htm |
| EX-1.1 - AMERICAN DG ENERGY INC | v205034_ex1-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): December 10, 2010 (December 9,
2010)
AMERICAN
DG ENERGY INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
001-34493
(Commission
file number)
|
04-3569304
(IRS
Employer
Identification
No.)
|
45 First
Avenue, Waltham, MA 02451
(Address
of principal executive officers, including zip code)
(781)
622-1120
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01 Entry
into a Material Definitive Agreement
On December 9, 2010, American DG Energy
Inc., or the Company, entered into subscription agreements with selected
investors for the purchase of units consisting, in the aggregate, of 500,000
shares of its common stock and warrants to purchase 500,000 shares of itscommon
stock. The subscription agreements provide for the purchase of the
units at a purchase price of $2.50 per unit, and the warrants will have an
exercise price of $3.25 per share of common stock. The warrants are exercisable
for five years commencing six months after the closing of the
offering. The Company expects to issue and deliver the shares and the
warrants on or about December 14, 2010, subject to satisfaction of customary
closing conditions. The Company expects to raise approximately
$1,000,000 of net proceeds in the offering (after estimated expenses and
placement agent’s commissions), and expects to use such proceeds for working
capital purposes in connection with the development and installation of current
and new energy systems, such as cogeneration systems and
chillers. The net proceeds may also be used for other general
corporate purposes which may include, among other things, funding acquisitions,
although we have no present commitments or agreements with respect to any such
transactions.
A copy of the form of warrant is
attached as Exhibit 4.1 to this report and is incorporated herein by
reference. The description of the warrants is a summary only and is
qualified in its entirety by reference to Exhibit 4.1. A copy of the
form of subscription agreement is attached as Exhibit 10.1 to this report and is
incorporated herein by reference.
Canaccord Genuity Inc. (“Canaccord”)
acted as placement agent, on a reasonable efforts basis, for the offering and
will receive a placement fee equal to 6.0% of the gross proceeds of the offering
(excluding any consideration that may be paid in the future upon exercise of the
warrants). The Company will also reimburse certain expenses incurred
by Canaccord in the offering. A copy of the Placement Agency
Agreement is attached as Exhibit 1.1 to this report and is incorporated herein
by reference.
The offering was made pursuant to our
shelf registration statement on Form S-3 (File No. 333-167392), which became
effective on October 6, 2010. A prospectus supplement relating to
these securities is being filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended. This Current Report on Form 8-K shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of, these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
This
Current Report on Form 8-K contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act
of 1995 and other federal securities laws. Such forward-looking statements
involve substantial risks and uncertainties. All statements, other
than statements of historical fact, included in this filing are forward-looking
statements. Forward-looking statements include, among other things,
our expected proceeds raised from this offering and our expected use of such
proceeds, and the expected delivery date of the securities being
offered. We have based these forward-looking statements on our
current expectations and projections about future events. Although we
believe that the expectations underlying our forward-looking statements are
reasonable, these expectations may prove to be incorrect, and all of these
statements are subject to risks and uncertainties. Therefore, you
should not place undue reliance on our forward-looking statements. We
do not assume any obligation to update any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required
by law.
Page
2
Item
9.01. Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
The
Company hereby files the following exhibits:
|
1.1
|
Placement
Agency Agreement, dated as of December 9, 2010, between American DG Energy
Inc. and Canaccord Genuity Inc.
|
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4.1
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Form
of Warrant.
|
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5.1
|
Opinion
of Sullivan & Worcester LLP.
|
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10.1
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Form
of Subscription Agreement.
|
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23.1
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Consent
of Sullivan & Worcester LLP (contained in Exhibit
5.1).
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SIGNATURES
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:
December 10, 2010
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AMERICAN
DG ENERGY INC.
|
||
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By:
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/s/ Anthony S.
Loumidis
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||
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Anthony
S. Loumidis
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|||
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Chief
Financial
Officer
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|||
Page
3