FILED PURSUANT TO RULE 424(b)(3) AND (c)
REGISTRATION NO. 333-116155
REGISTRATION NO. 333-96369
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 21, 2005)
4,157,797 SHARES
METRETEK TECHNOLOGIES, INC.
COMMON STOCK
This prospectus supplement supplements the prospectus dated November 21,
2005 of Metretek Technologies, Inc. relating to the offer and sale from time to
time of up to 4,157,797 shares of our common stock by the selling
securityholders identified in the prospectus.
This prospectus supplement is incorporated into, should be read in
conjunction with, and is qualified by reference to, the prospectus, except to
the extent that the information contained in this prospectus supplement
supersedes the information contained in the prospectus. Terms used but not
otherwise defined in this prospectus supplement but defined in the prospectus
have the meanings given to them in the prospectus. This prospectus supplement is
not complete without, and may not be delivered or utilized except in connection
with, the prospectus, including any amendments or supplements to it. All
references in the prospectus to "this prospectus" are hereby amended to read
"this prospectus (as supplemented and amended)."
SELLING SECURITYHOLDERS
The table of Selling Securityholders (the "Selling Securityholders") is
hereby amended as provided below. First, the share information as to DDJ
Canadian High Yield Fund, a Selling Securityholder listed in the prospectus, is
amended to correctly set forth the number of shares it is offering in the
prospectus as of the date of the originally filed prospectus. Second, SRG
Capital LLC, a Selling Securityholder listed in the prospectus, recently
transferred its beneficial ownership of 9,677 shares of common stock that may be
acquired upon the exercise of currently exercisable warrants to Spectra Capital
Management LLC, which transferee was not specifically named in the prospectus.
The prospectus is amended in this prospectus supplement to provide the correct
number of shares offered in the prospectus by DDJ Canadian High Yield Fund and
to delete SRG Capital LLC as a named Selling Securityholder and to include, as
to the same shares, the name of its transferee, Spectra Capital Management LLC.
The table below sets forth, as of the date of this prospectus supplement, the
following information for each of these Selling Securityholders:
- its name;
- the number and percentage of shares of common stock beneficially
owned; and
- the number of shares of common stock that may be offered and sold
from time to time under the prospectus.
SHARES BENEFICIALLY
OWNED SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING AFTER OFFERING (2)
------------------ -------------------------
NAME OF SELLING NUMBER OF SHARES
SECURITYHOLDER NUMBER PERCENT OFFERED (1) NUMBER PERCENT
-------------------------------------- ------- ------- ---------------- -------- -------
Spectra Capita Management LLC (39) 9,677 * 9,677 0 *
DDJ Canadian High Yield Fund (43) (45) 664,484 5.4 664,484 0 *
(39) Affiliated with Spectra Financial Group LLC, a registered broker-dealer,
because a member of the selling securityholder is also a member of the
broker-dealer.
(43) Information based, in part, on Amendment No. 6 to Schedule 13D filed with
the SEC on December 16, 2004, by DDJ Capital Management, LLC ("DDJ"), B
III-A Capital Partners, L.P. ("B III-A Capital Partners") and GP III-A,
LLC ("GP III-A"), indicating beneficial ownership as of December 9, 2004.
Information also based, in part, on Amendment No. 3 to Schedule 13G filed
with the SEC on February 16, 2005 by General Motors Trust Company, as
trustee for GMAM Investment Funds Trust II ("GMAM") and General Motors
Investment Management Corporation ("GMIMCO"), indicating beneficial
ownership as of December 31, 2004. GP III-A is the general partner of, and
DDJ is the investment manager for, B III-A Capital Partners. DDJ is the
investment advisor to the DDJ Canadian High Yield Fund. DDJ is an
investment manager for GMAM. As of January 5, 2006, the most recent date
for which we have such information based upon on Amendment No. 9 to
Schedule 13D filed with the SEC on January 17, 2006, by DDJ, B III-A
Capital Partners and GP III-A, this Selling Securityholder beneficially
owned 519,284 shares, representing 3.2% of our total outstanding shares.
(45) These shares are held in the nominee name of Hare & Co.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is February 28, 2006.