As filed with the Securities and Exchange
Commission on July 11, 2012
Registration No. ____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
EUROSITE
POWER INC.
(Exact name of registrant as specified
in its charter)
Delaware
|
|
4931
|
|
27-5250881
|
(State
or other jurisdiction of
|
|
(Primary
Standard Industrial
|
|
(I.R.S.
Employer
|
incorporation
or organization)
|
|
Classification
Code Number)
|
|
Identification
No.)
|
EuroSite Power Inc.
45 First Avenue
Waltham, MA 02451
(781) 622-1120
(Address, including zip code, and telephone
number,
including area code, of registrant’s
principal executive offices)
|
|
Copies
to:
|
Anthony
S. Loumidis
|
|
Edwin
L. Miller Jr.
|
Chief
Financial Officer
|
|
Sullivan
& Worcester LLP
|
EuroSite
Power Inc.
|
|
One
Post Office Square
|
45
First Avenue
|
|
Boston,
MA 02109
|
Waltham,
MA 02451
|
|
Tel:
(617) 338-2800/Fax: (617) 338-2880
|
(781)
622-1120/Fax: (781) 622-1027
|
|
|
(Name,
address, including zip code,
|
|
|
and
telephone number, including area code, of agent for
|
|
|
service)
|
|
|
As soon as practicable after the effective
date of this Registration Statement.
(Approximate date of commencement of proposed
sale to the public)
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box:
þ
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering.
¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer:
¨
|
Accelerated filer:
¨
|
Non-accelerated filer:
¨
|
Smaller reporting company:
þ
|
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
|
|
Amount to be
Registered
|
|
|
Proposed Maximum
Offering Price per
Unit
|
|
|
Proposed Maximum
Aggregate Offering
Price
1, 2
|
|
|
Amount of
Registration Fee
|
|
Units consisting of 1 share of Common Stock
and a warrant to purchase 1 share of Common Stock
|
|
|
15,000,000
|
|
|
$
|
1.00
|
|
|
$
|
15,000,000
|
|
|
$
|
1,719
|
|
Common Stock included in Units
3
|
|
|
15,000,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Warrants to purchase Common Stock included in Units
3
|
|
|
15,000,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Common Stock underlying warrants, $1.00 per share exercise price
|
|
|
15,000,000
|
|
|
$
|
1.00
|
|
|
$
|
15,000,000
|
|
|
$
|
1,719
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
30,000,000
|
|
|
$
|
3,438
|
|
1
Estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(o) under the Securities Act.
2
Pursuant to
Rule 416, this registration statement shall be deemed to cover the additional securities (i) to be offered or issued in connection
with any provision of any securities purported to be registered hereby to be offered pursuant to terms that provide for a change
in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends or similar
transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion
of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend on,
the registered securities.
3
No registration
fee required pursuant to Rule 457 under the Securities Act.
The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
The information in this
prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 11, 2012
PROSPECTUS
15,000,000 Shares of Common Stock
Warrants to Purchase 15,000,000 Shares
of Common Stock
We are offering up to 15,000,000 shares
of our common stock and warrants to purchase up to 15,000,000 shares of our common stock (and the shares of common stock issuable
from time to time upon exercise of these warrants). The common stock and the warrants will be sold in units, with each unit consisting
of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $1.00 per share.
Each unit will be sold at a price of $1.00 per unit. Units will not be issued or certificated. The shares of common stock and
warrants are immediately separable and will be issued separately. We refer to the shares of common stock issued or issuable hereunder
upon exercise of the warrants, and the warrants to purchase common stock issued hereunder, collectively, as the securities.
There is currently no public market for
our common stock.
The units are being offered on a best efforts
basis. We have retained Merriman Capital, Inc. as our placement agent in connection with this offering.
|
|
Per Unit
|
|
|
Total
|
|
Public offering price
|
|
$
|
1.000
|
|
|
$
|
15,000,000
|
|
Placement agent’s fee(1)
|
|
$
|
0.065
|
|
|
$
|
975,000
|
|
Proceeds to us before expenses
|
|
$
|
0.935
|
|
|
$
|
14,025,000
|
|
|
(1)
|
In addition, we have agreed to reimburse the expenses of the
placement agent and to issue a warrant to purchase shares of our
common stock. See “Plan of Distribution.”
|
We expect the
total offering expenses p
ayable by us, excluding the placement agent’s fee and the registration
fee, to be approximately $75,000. Because there is no minimum offering amount required as a condition to closing in this
offering, the actual total public offering amount, placement agent’s fee and net proceeds to us in this offering may be
less than the amounts set forth above. The placement agent is not required to place any specific number or dollar amount of units
offered in this offering, but will use its best efforts to place the units. You should rely only on the information provided in
this prospectus or any supplement to this prospectus. We have not authorized anyone else to provide you with different information.
The selling stockholders will be responsible for any commissions or discounts due to brokers or dealers. We will pay all of the
other offering expenses.
The placement
agent is not purchasing or selling any units pursuant to this offering, nor are we requiring any minimum purchase or sale of any
specific number of units. Because there is no minimum offering amount required as a condition to the closing of this offering,
the actual public offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially
less than the maximum amounts set forth above. We expect that delivery of the units being offered pursuant to this prospectus
will be made to purchasers on or about
[●]
, 2012.
We are an “emerging
growth company” under the federal securities laws and will therefore be subject to reduced public company reporting requirements.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus
to read about factors you should consider before buying our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
Merriman
Capital, Inc.
TABLE OF
CONTENTS
About This Prospectus
|
3
|
|
|
Where You Can Find More information
|
3
|
|
|
Documents Incorporated by Reference
|
3
|
|
|
Prospectus Summary
|
4
|
|
|
The Offering
|
6
|
|
|
Risk Factors
|
7
|
|
|
Summary Consolidated Financial Data
|
9
|
|
|
Special Note Regarding Forward Looking
Statements
|
10
|
|
|
Use of Proceeds
|
10
|
|
|
Determination of Offering Price
|
10
|
|
|
Dilution
|
11
|
|
|
Plan of Distribution
|
12
|
|
|
Description of the Securities we
are Offering
|
13
|
|
|
Experts
|
14
|
|
|
Legal Matters
|
14
|
ABOUT THIS
PROSPECTUS
In this prospectus,
the “Company,” “we,” “us,” and “our” and similar terms refer to EuroSite Inc.
References to our “common stock” refer to the common stock of EuroSite, Inc.
You should read
this prospectus together with additional information described under the headings “Where You Can Find More Information”
and “Documents Incorporated by Reference.” If there is any inconsistency between the information contained or incorporated
by reference in this prospectus, you should rely on the information in this prospectus. You should assume that the information
appearing in this prospectus is accurate as of the dates on the cover page, regardless of time of delivery of the prospectus or
any sale of securities. Our business, financial condition, results of operation and prospects may have changed since that date.
We have not
authorized any other person to provide you with different information. No offers are being made hereby in any jurisdiction where
the offer or sale is not permitted.
Unless otherwise
indicated, information contained in this prospectus concerning our industry, including our market opportunity, is based on information
from independent industry analysts, third-party sources and management estimates. Management estimates are derived from publicly-available
information released by independent industry analysts and third party sources, as well as data from our internal research, and
is based on assumptions made by us using data and our knowledge of such industry and market, which we believe to be reasonable.
In addition, while we believe the market opportunity information included in this prospectus is generally reliable and is based
on reasonable assumptions, such data involves risks and uncertainties and is subject to change based on various factors, including
those discussed under the heading “Risk Factors.”
Where
You Can Find More Information
We file annual,
quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, or the SEC.
The SEC maintains a web site that contains reports, proxy and information statements and other information regarding issuers such
as us. (http://www.sec.gov). You can also inspect and copy these reports, proxy statements and other information at the SEC’s
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 for further information
on the Public Reference Room.
Our web site
is located at http://www.eurositepower.co.uk. The information contained on our web site is not part of this prospectus.
Documents
Incorporated by Reference
The SEC allows
us to “incorporate by reference” information into this document. This means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered
to be a part of this document, except for any information superseded by information that is included directly in this document
or incorporated by reference subsequent to the date of this document.
This prospectus incorporates by
reference the documents listed below:
|
·
|
Our
Annual
Report
on
Form
10-K
for
the
year
ended
December 31,
2011
filed
with
the
SEC
on
March
23,
2012;
|
|
·
|
Quarterly
Report
on
Form
10-Q
for
the
quarter
ended
March
31,
2012
filed
with
the
SEC
on
May
15,
2012;
and
|
|
·
|
The
description
of
our
common
stock
set
forth
under
Item
11
in
our
Form
10/A,
Registration
No.
000-54484,
filed
with
the
SEC
on
November
18,
2011.
|
You may request
a copy of these filings, at no cost, by emailing, writing or calling our chief financial officer, Anthony Loumidis, at the following:
EuroSite Power
Inc.
45 First Avenue
Waltham, MA
02451
Attention: Anthony
Loumidis
Chief Financial
Officer
Tel:
781.622.1117
Email:
aloumidis@americandg.com
Copies of the
documents incorporated by reference may also be found on our website at www.eurositepower.co.uk.
PROSPECTUS
SUMMARY
This summary
highlights information contained elsewhere in this prospectus or incorporated by reference herein. This summary does not contain
all of the information that you should consider before investing in our securities. Before making an investment decisions, you
should carefully read the entire prospectus, including the “Risk Factors” section, starting on page 7 of this
prospectus, as well as the financial statements and the other information incorporated by reference herein.
Overview
We distribute,
own and operate clean, on-site energy systems that produce electricity, hot water, heat and cooling in the United Kingdom and
Europe. Our business model is to own the equipment that we install at customers’ facilities and to sell the energy produced
by these systems to the customers on a long-term contractual basis at prices guaranteed to the customer to be below conventional
utility rates. Because our systems may operate at up to 90% efficiency, according to the Environmental and Energy Study Institute,
Energy Generation and Distribution Efficiency,
(versus less than 33% for the existing power grid), we expect to be
able to sell the energy produced by these systems to our customers at prices below their existing cost of electricity (or air
conditioning), heat and hot water.
We offer natural
gas powered cogeneration systems that are highly reliable and energy efficient. Our cogeneration systems produce electricity from
an internal combustion engine driving a generator, while the heat from the engine and exhaust is recovered and typically used
to produce heat and hot water for use at the site. We also distribute and operate water chiller systems for building cooling applications
that operate in a similar manner, except that the engine’s power drives a large air-conditioning compressor while recovering
heat for hot water. Cogeneration systems reduce the amount of electricity that the customer must purchase from the local utility
and produce valuable heat and hot water for the site to use as required. By simultaneously providing electricity, hot
water and heat, cogeneration systems also have a significant positive impact on the environment by reducing the carbon or CO
2
produced by offsetting the traditional energy supplied by the electric grid and conventional hot water boilers.
Distributed
generation of electricity, or DG, often referred to as cogeneration systems, or combined heat and power systems, or CHP, is an
attractive option for reducing energy costs and increasing the reliability of available energy. DG has been successfully implemented
by others in large industrial installations over 10 Megawatts, or MW, where the market has been growing for a number of years,
and is increasingly being accepted in smaller size units because of technology improvements, increased energy costs and better
DG economics. We believe that our target market (users of up to 1 MW) has been barely penetrated and that the reduced reliability
of the utility grid, increasing cost pressures experienced by energy users, advances in new, low-cost technologies and DG-favorable
legislation and regulation at the state and federal level will drive our near-term growth and penetration into our target market.
We believe that
our primary near-term opportunity for DG energy and equipment sales is where commercial electricity rates exceed $0.12 per kWh.
Attractive DG economics in the United Kingdom and Europe are currently attainable in applications that include hospitals, nursing
homes, multi-tenant residential housing, hotels, schools and colleges, recreational facilities, food processing plants, dairies
and other light industrial facilities.
Early in 2010,
American DG Energy performed a feasibility study of the European market to determine the viability of expanding its On-Site Utility
business into Europe. This study and business plan report reached the conclusions that: (a) there is untapped customer demand
to provide small-scale CHP packages in the commercial sector through a fully financed, output-based electricity and hot water
contract, (b) there is a lack of competition in this space in the target customer segments (hotel, healthcare and multi-tenant
residential) and (c) the underlying economic fundamentals are attainable, with a combination of sufficient spark spreads and government
fiscal support.
The study analyzed
the entire European market; however, it focused on the United Kingdom, Spain and Belgium as the primary markets to start operations.
The study estimated that there are over 13,700 sites in those three countries providing a $900 million annual electricity
market plus a $600 million heat and hot water energy market, for a combined market potential of $1.5 billion. The data
used to calculate the Company’s market potential is derived by Company estimates.
We purchase
energy equipment from various suppliers. The primary type of equipment used is a natural gas-powered, reciprocating engine provided
by Tecogen Inc., or Tecogen, an affiliate of the Company. Tecogen is a leading manufacturer of natural gas, engine-driven commercial
and industrial cooling and cogeneration systems suitable for a variety of applications, including hospitals, nursing homes and
schools. The internal combustion reciprocating engine is provided to Tecogen by General Motors Corporation.
Corporate Information
We were organized
as a Delaware corporation in July 2010. Our principal executive offices are located at 45 First Avenue, Waltham, Massachusetts
02451, and our telephone number is (781) 522-6000. Our website address is
www.eurositepower.co.uk.
The information on our
website does not constitute a part of this prospectus.
THE OFFERING
Common stock offered
by us
|
15,000,000 shares
|
|
|
Common stock
to be outstanding
|
|
after this offering
|
69,362,100 shares
|
|
|
Warrants offered by us
|
Warrants to purchase 15,000,000 shares
of common stock. The warrants will be exercisable during the period commencing on the date of the closing of this offering
and ending one year from the date such warrants become exercisable at an exercise price of $1.00 per share. This prospectus
also relates to the offering of the shares of common stock exercisable upon the exercise of the warrants.
|
|
|
Use of proceeds
|
We intend to use the net proceeds
of this offering for working capital purposes in connection with the development and installation of new energy systems such
as cogeneration systems and chillers. The net proceeds will also be used for general corporate purposes, which may include,
among other things, potential acquisitions of companies, products and technologies that complement our business, although
we have no present commitments or agreements with respect to any such transactions.
|
|
|
Risk factors
|
See “Risk Factors” beginning
on page 7 for a discussion of factors you should consider carefully when making an investment decision.
|
Unless we indicate
otherwise, common stock outstanding after this offering is based on 54,362,100 shares of our common stock outstanding as of July
9, 2012, assumes the sale of the maximum number of shares of common stock and warrants offered hereby, does not include the 15,000,000
shares issuable upon the exercise of the warrants offered hereby, and excludes, up to
[●]
shares issuable upon the
exercise of a warrant to be issued to the placement agent as further described in “Plan of Distribution” and excludes
as of July 9, 2012, the following:
|
·
|
3,590,000
shares
of
common
stock
issuable
upon
the
exercise
of
stock
options
outstanding
prior
to
this
offering
under
our
stock
incentive
plans,
at
a
weighted
average
exercise
price
of
$0.90
per
share;
|
|
·
|
910,000
shares
of
common
stock
available
for
future
grants
under
our
stock
incentive
plans;
and
|
|
·
|
400,000
shares
of
common
stock
issuable
upon
the
exercise
of
warrants
outstanding
prior
to
this
offering,
at
a
weighted
average
exercise
price
of
$0.90
per
share.
|
RISK FACTORS
Investing in
our securities involves risk. You should carefully consider the risks described below as well as those risk factors incorporated
by reference herein before making an investment decision. The risks below relate to this offering. In addition, our Company is
subject to a variety of risks that may be found in the documents incorporated by reference herein, including those risk factors
described in our Annual Report on Form 10-K for our most recent fiscal year (together with any material changes thereto contained
in subsequent filed reports and other filings with the SEC). The risks and uncertainties described below and in the documents
incorporated by reference are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known
to us or that we currently deem immaterial also may impair our business operations. If any of the following risks, or those incorporated
by reference actually occur, our business, results of operations and financial condition could suffer. In that event the trading
price of our common stock could decline, and you may lose all or part of your investment in the units. The risks discussed below
and those incorporated by reference also include forward-looking statements and our actual results may differ substantially from
those discussed in these forward-looking statements.
There
is no public market for the common stock or warrants to purchase common stock in this offering.
There is no
public trading market for our securities. We intend to arrange for the quotation of our common stock on the OTC Bulletin Board
or the listing of our common stock on a national or international securities exchange. There is no assurance that we will be able
to do so. Without an active market, the liquidity of these securities will be limited.
Even if our
common stock becomes publicly traded, an active and liquid trading market may not develop and our share price may be volatile.
Because we are
a small business issuer, stock market volatility over the last several years and for other reasons, an active and liquid trading
market for our common stock may never develop. Even if one does develop the market price of our common stock is likely to vary
significantly as a result of a number of factors, including the following:
|
·
|
the
price
of
electricity
and
natural
gas;
|
|
·
|
the
failure
of
securities
analysts
to
cover
our
common
stock
if
a
trading
market
develops
or
changes
in
financial
estimates
by
analysts;
|
|
·
|
failure
to
meet
the
expected
financial
results;
|
|
·
|
dilutive
issuances
of
securities;
|
|
·
|
a
substantial
portion
of
our
total
issued
and
outstanding
shares
may
be
sold
into
the
market
at
any
time;
|
|
·
|
investor
perception
of
our
Company
and
of
the
industry
in
which
we
compete;
and
|
|
·
|
general
economic,
political
and
market
conditions.
|
The warrants
may not have any value.
In the event
that our common stock price does not exceed the exercise price of the warrants during the period when the warrants are exercisable,
the warrants may not have any value.
Holders of
our warrants will have no rights as a common stockholder until they acquire our common stock.
Until you acquire
shares of our common stock upon exercise of your warrants, you will have no rights with respect to our common stock. Upon exercise
of your warrants, you will be entitled to exercise the rights of a common stockholder only as to matters for which the record
date occurs after the exercise date.
The concentration
of our share capital ownership among our largest shareholders, and their affiliates, will limit your ability to influence corporate
matters.
After our offering,
we anticipate that our two largest shareholders will collectively own approximately 73% of our issued and outstanding common shares.
Consequently, these shareholders have significant influence over all matters that require approval by our shareholders, including
the election of directors and approval of significant corporate transactions. This concentration of ownership will limit your
ability to influence corporate matters, and as a result, actions may be taken that you may not view as beneficial.
We will have
broad discretion over the use of the proceeds of this offering and may not realize a return.
We will have
considerable discretion in the application of the net proceeds of this offering. We may use the net proceeds for purposes that
do not yield a significant return, if any, for our stockholders.
If you purchase
our common stock in this offering, you will suffer immediate and substantial dilution of your investment.
The public offering
price in this offering is substantially higher than our net tangible book value per common share. Therefore, if you purchase our
common shares in this offering, your interest will be diluted immediately to the extent of the difference between the initial
public offering price per common share and the net tangible book value per common share after this offering. See "Dilution."
We do not
intend to pay dividends on our common shares and, consequently, your only opportunity to achieve a return on your investment is
if the price of our shares appreciates.
We do not plan
to declare dividends on shares of our common stock in the foreseeable future. Consequently, your only opportunity to achieve a
return on your investment in us will be if the value of our common stock appreciates, which may not occur.
The recently
enacted JOBS Act will allow us to postpone the date by which we must comply with certain laws and regulations and to reduce the
amount of information provided in reports filed with the SEC. We cannot be certain if the reduced disclosure requirements applicable
to emerging growth companies will make our common stock less attractive to investors.
We are and we
will remain an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS
Act, until the earliest to occur of (i) the last day of the fiscal year during which our total annual gross revenues equal or
exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary
of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion
in non-convertible debt, or (iv) the date on which we are deemed a large accelerated filer under the Securities Exchange Act of
1934, as amended.
For so long
as we remain an emerging growth company as we will not be required to:
|
·
|
have
an
auditor
report
on
our
internal
controls
over
financial
reporting
pursuant
to
Section
404(b)
of
the
Sarbanes-Oxley
Act;
|
|
·
|
comply
with
any
requirement
that
may
be
adopted
by
the
Public
Company
Accounting
Oversight
Board
regarding
mandatory
audit
firm
rotation
or
a
supplement
to
the
auditor’s
report
providing
additional
information
about
the
audit
and
the
financial
statements
(i.e.,
an
auditor
discussion
and
analysis);
|
|
·
|
submit
certain
executive
compensation
matters
to
shareholder
non-binding
advisory
votes;
|
|
·
|
submit
for
shareholder
approval
golden
parachute
payments
not
previously
approved;
and
|
|
·
|
disclose
certain
executive
compensation
related
items
such
as
the
correlation
between
executive
compensation
and
financial
performance
and
comparisons
of
the
Chief
Executive
Officer’s
compensation
to
median
employee
compensation,
when
such
disclosure
requirements
are
adopted.
|
In addition,
Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised
accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those
standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition
period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such
standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of
the extended transition period for complying with new or revised accounting standards is irrevocable.
We cannot predict
if investors will find our common stock less attractive because we may rely on some of these exemptions. If some investors find
our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price
may be more volatile. If we avail ourselves of certain exemptions from various reporting requirements, our reduced disclosure
may make it more difficult for investors and securities analysts to evaluate us and may result in less investor confidence.
SUMMARY CONSOLIDATED
FINANCIAL DATA
The summary
consolidated statements of operations data for each of the years ended December 31, 2011 and 2010 have been derived from our audited
consolidated financial statements and notes that are incorporated by reference into this prospectus. The summary consolidated
balance sheet data as of March 31, 2012 and the summary consolidated statements of operations data for each of the three months
ended March 31, 2012 and 2011 have been derived from our unaudited condensed consolidated financial statements that are incorporated
by reference into this prospectus. You should read this information together with the consolidated financial statements and related
notes and other information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
incorporated by reference into this prospectus. The Company’s operating results for the three month period ended March
31, 2012, may not be indicative of the results expected for any succeeding interim periods or for the entire year ending December
31, 2012.
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
December 31,
|
|
|
March 31,
|
|
Consolidated Statement of Operations Data:
|
|
2011
|
|
|
2010
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Cost of sales
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Gross profit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
854,502
|
|
|
|
39,805
|
|
|
|
316,245
|
|
|
|
138,035
|
|
Selling
|
|
|
527,253
|
|
|
|
-
|
|
|
|
75,467
|
|
|
|
-
|
|
|
|
|
1,381,755
|
|
|
|
39,805
|
|
|
|
391,712
|
|
|
|
138,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(1,381,755
|
)
|
|
|
(39,805
|
)
|
|
|
(391,712
|
)
|
|
|
(138,035
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income
|
|
|
333
|
|
|
|
-
|
|
|
|
4,968
|
|
|
|
-
|
|
Interest expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
333
|
|
|
|
-
|
|
|
|
4,968
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(1,381,422
|
)
|
|
|
(39,805
|
)
|
|
|
(386,744
|
)
|
|
|
(138,035
|
)
|
Provision for state income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net loss
|
|
|
(1,381,422
|
)
|
|
|
(39,805
|
)
|
|
|
(386,744
|
)
|
|
|
(138,035
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted
|
|
$
|
(0.03
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
basic and diluted
|
|
|
54,078,401
|
|
|
|
52,046,867
|
|
|
|
54,362,100
|
|
|
|
53,257,656
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
December 31,
|
|
|
March 31,
|
|
Consolidated Balance Sheet Data:
|
|
2011
|
|
|
2010
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
2,338,783
|
|
|
$
|
2,234,551
|
|
|
$
|
1,729,772
|
|
|
$
|
2,980,550
|
|
Working capital
|
|
|
2,468,312
|
|
|
|
2,231,214
|
|
|
|
2,212,984
|
|
|
|
3,133,474
|
|
Total assets
|
|
|
2,578,253
|
|
|
|
2,362,957
|
|
|
|
2,357,172
|
|
|
|
3,153,081
|
|
Total liabilities
|
|
|
105,365
|
|
|
|
131,743
|
|
|
|
141,058
|
|
|
|
19,607
|
|
Shareholders' equity
|
|
$
|
2,472,888
|
|
|
$
|
2,231,214
|
|
|
$
|
2,216,114
|
|
|
$
|
3,133,474
|
|
SPECIAL NOTE
REGARDING FORWARD LOOKING STATEMENTS
This prospectus
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal
securities laws and such forward looking statements involve substantial risks and uncertainties. All statements, other than statements
of historical facts, contained in this prospectus, including statements regarding our strategy, future operations, future financial
position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The
words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,”
“plan,” “predict,” “project,” “target,” “potential,” “will,”
“would,” “could,” “should,” “continue,” and similar expressions are intended to
identify forward-looking statements, although not all forward-looking statements contain these identifying words.
The forward-looking
statements in this prospectus include, among other things, statements about:
|
·
|
our
future
financial
performance,
including
our
revenue,
cost
of
revenue,
operating
expenses
and
ability
to
achieve
and
maintain
profitability;
|
|
·
|
our
ability
to
market,
commercialize
and
achieve
market
acceptance
for
our
combined
heat
and
power
systems
or
any
other
product
candidates
or
products
that
we
may
develop;
|
|
·
|
our
ability
to
innovate
and
keep
pace
with
changes
in
technology;
|
|
·
|
the
success
of
our
marketing
and
business
development
efforts;
|
|
·
|
our
ability
to
maintain,
protect
and
enhance
our
intellectual
property;
|
|
·
|
the
effects
of
increased
competition
in
our
market;
|
|
·
|
our
ability
to
effectively
manage
our
growth
and
successfully
enter
new
markets;
and
|
|
·
|
the
attraction
and
retention
of
qualified
employees
and
key
personnel.
|
We may not actually
achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance
on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included
in this prospectus, particularly in the “Risk Factors” section, that we believe could cause actual results or events
to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential
impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
You should read
this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement
of which this prospectus is a part completely and with the understanding that our actual future results may be materially different
from what we expect. The forward-looking statements contained in this prospectus are made as of the date of this prospectus, and
we do not assume any obligation to update any forward-looking statements except as required by applicable law.
USE OF PROCEEDS
We intend to
use the net proceeds of this offering for working capital purposes in connection with the development and installation of new
energy systems such as cogeneration systems and chillers and for general corporate purposes which may include, among other things,
potential acquisitions of companies, products and technologies that complement our business, although we have no present commitments
or agreements with respect to any such transactions.
DETERMINATION
OF OFFERING PRICE
The offering
price for the shares in this offering was determined by our management. In determining the public offering price of the shares
we considered several factors including the following:
|
·
|
our
status
of
business
development;
|
|
·
|
our
new
business
structure
and
operations;
|
|
·
|
prevailing
market
conditions,
including
the
history
and
prospects
for
our
industry;
|
|
·
|
our
future
prospects
and
the
experience
of
our
management;
and
|
Therefore, the
public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be
indicative of prices that may prevail at any time or from time to time in the public market for our common stock if one develops
in the future.
DILUTION
Purchasers
of the units offered by this prospectus and the accompanying prospectus will suffer immediate and substantial dilution in the
net tangible book value per share of common stock. Our net tangible book value (unaudited) as of July 9, 2012, was
approximately $2,216,114, or $0.04 per share. Net tangible book value per share is calculated by subtracting our total
liabilities from our total tangible assets, which is total assets less intangible assets, and dividing this amount by the number
of shares of common stock outstanding as of July 9, 2012.
Dilution in
net tangible book value per share represents the difference between the amount per share paid by purchasers in this offering and
the as adjusted net tangible book value per share of our common stock immediately after this offering. After giving
effect to the sale by us of all 15,000,000 units offered in this offering at a price of $1.00 per unit (and assuming a value per
share of common stock offered in each unit of $1.00 per share), and after deducting the placement agent’s fee and estimated
offering expenses payable by us, our as adjusted net tangible book value as of July 9, 2012, would have been approximately $16,166,114,
or $0.23 per share. This represents an immediate increase in the net tangible book value of $0.19 per share to our existing
shareholders and an immediate dilution in net tangible book value of $0.77 per share to investors in this offering. The
following table illustrates this per share dilution:
Price per share to investors
|
|
$
|
1.00
|
|
Net tangible book value per share as of July 9, 2012
|
|
$
|
0.04
|
|
Increase in net tangible book value per share attributable to this offering
|
|
$
|
0.19
|
|
As adjusted net tangible book value per share as of July 9, 2012, after giving effect to this offering
|
|
$
|
0.23
|
|
Dilution in net tangible book value per share to investors
|
|
$
|
0.77
|
|
The above table
is based on 54,362,100 shares of our common stock outstanding as of July 9, 2012 and excludes, as of that date:
|
·
|
3,590,000
shares
of
common
stock
issuable
upon
the
exercise
of
stock
options
outstanding
prior
to
this
offering
under
our
stock
option
plans
and
stock
incentive
plans,
at
a
weighted
average
exercise
price
of
$0.90
per
share;
|
|
·
|
910,000
shares
of
common
stock
available
for
future
grants
under
our
stock
option
plans
and
stock
incentive
plans;
and
|
|
·
|
400,000
shares
of
common
stock
issuable
upon
the
exercise
of
warrants
outstanding
prior
to
this
offering,
at
a
weighted
average
exercise
price
of
$0.90
per
share.
|
In addition, the above
table excludes:
|
·
|
up
to
15,000,000
shares
of
common
stock
issuable
upon
the
exercise
of
the
warrants
offered
pursuant
to
this
prospectus;
and
|
|
·
|
up
to
[●]
shares
of
common
stock
issuable
upon
the
exercise
of
a
warrant
to
be
issued
to
the
placement
agent
as
further
described
in
“Plan
of
Distribution.”
|
To the extent
that any options or warrants are exercised, new options are issued under our stock option or stock incentive plans, or we otherwise
issue additional shares of common stock in the future, there will be further dilution to new investors.
PLAN OF DISTRIBUTION
We have entered
into a placement agency agreement, dated as of June 19, 2012, with Merriman Capital, Inc., as placement agent. Subject to the
terms and conditions contained in the placement agency agreement, the placement agent has agreed to act as the placement agent
in connection with the sale of the securities offered hereby, or the Securities. The placement agent may engage selected dealers
to assist in the placement of the Securities. The placement agent is not purchasing or selling any securities by this prospectus
as principal, nor is it required to arrange the purchase or sale of any specific number or dollar amount of the Securities, but
it has agreed to use its best efforts to arrange for the sale of all of the Securities in this offering. There is no required
minimum number of securities that must be sold as a condition to completion of the offering.
The placement
agency agreement provides that the obligations of the placement agent and the purchasers are subject to certain conditions precedent,
including, among other things, the absence of any material adverse change in our business and the receipt of customary legal opinions,
letters and certificates.
We have entered
into purchase agreements directly with purchasers in connection with this offering, and we will only sell to purchasers who have
entered into purchase agreements. We currently anticipate that the closing of the sale of the Securities will take place on or
before
[
●
]
, 2012.
We have agreed
to pay the placement agent an aggregate fee equal to 6.5% of the gross proceeds of this offering and expect the net proceeds from
this offering to be approximately $13,950,000 after deducting up to $975,000 in placement agent commissions and $75,000 in our
estimated offering expenses. In addition, the placement agent shall also be entitled to reimbursement for additional expenses
in connection with the offering.
We also agreed
to grant compensation warrants to the placement agent to purchase up to
[
●
]
shares of our common stock. The compensation warrants will have an exercise price equal to 100% of the public offering price
per share of common stock sold in this offering. The compensation warrants will expire five years from the closing of the sale
of Securities pursuant to this prospectus, and will otherwise comply with Financial Institutions Regulatory Authority, or FINRA,
Rule 5110(g)(1) in that neither the compensation warrants (which shall not be earlier than the closing date of the offering pursuant
to which the compensation warrants are being issued) nor any warrant shares issued upon exercise of the compensation warrants
shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put,
or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180
days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which the compensation
warrants are being issued, except to any FINRA member firm participating in the offering and their bona fide officers or partners.
Assuming that
all of the Securities offered hereby are sold, the placement agents’ fee will be approximately $975,000, excluding any warrants
that may be issued. Because there is no minimum offering amount required as a condition to closing in this offering, however,
the actual total offering fees, if any, are not presently determinable and may be substantially less than such amount.
We have agreed
to indemnify the placement agent and certain other persons against certain liabilities, arising out of or in connection with our
acts, errors and omissions under the placement agency agreement and for the performance of the placement agent of its duties under
the placement agency agreement except in the case of its bad faith, willful misconduct or gross negligence, and to contribute
to payments that the placement agent may be required to make in respect of those liabilities.
Our common stock
is not currently publicly traded.
With respect
to sales in the United States, this offering must be registered, or be exempt from registration, in any state in which the Securities
are to be offered or sold. We may apply to register the Securities, or may seek to obtain an exemption from registration, only
in certain states. If you are not an “institutional investor,” you must be a resident of these jurisdictions to purchase
Securities. The definition of an “institutional investor” varies from state to state, but generally includes financial
institutions, broker-dealers, banks, insurance companies and other qualified entities. If you are not an institutional investor,
you may purchase Securities in this offering only if you reside in the jurisdictions where there is an effective registration
or exemption, and, if required, meet any requisite suitability standards.
The placement
agent may distribute this prospectus electronically.
The form of
securities purchase agreement with the purchasers and the placement agency agreement are exhibits to the registration statement
of which this prospectus forms a part that has been filed with the SEC.
From time to
time in the ordinary course of its business, the placement agent or its affiliates may in the future engage in investment banking,
commercial banking and/or other services with us and our affiliates for which it may in the future receive customary fees and
expenses.
DESCRIPTION
OF THE SECURITIES WE ARE OFFERING
The common stock
and warrants offered hereby will be sold in units, with each unit consisting of one share of common stock and a warrant to purchase
one share of common stock. The units will be immediately separable. Each warrant will have an exercise price of $1.00 per share
and will be exercisable immediately. The shares of common stock issuable from time to time upon exercise of the warrants, if any,
are also being offered pursuant to this prospectus.
Common Stock
A description
of our common stock is incorporated by reference herein from our Form 10/A filed with the SEC on November 18, 2011.
Warrants
The following
summary of certain terms and provisions of the warrants offered hereby is not complete and is subject to, and qualified in its
entirety by the provisions of the form of the warrant, which has been filed as an exhibit to the registration statement of which
this prospectus is a part. Prospective investors should carefully review the terms and provisions set forth in the form of warrant.
Exercisability
.
The warrants are exercisable upon issuance and at any time up to the date that is one year from the date of issuance. The warrants
will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied
by payment in full for the number of shares of our common stock purchased upon such exercise.
Exercise
Price
. The initial exercise price per share of common stock purchasable upon exercise of the warrants is $1.00 per share.
The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits,
stock combinations, reclassifications or similar events affecting our common stock.
Certain Adjustments
.
The exercise price and the number of shares of common stock purchasable upon the exercise of the warrants are subject to adjustment
upon the occurrence of specific events, including stock dividends, stock splits, combinations, reclassifications or similar events
affecting our of our common stock.
Transferability
.
Subject to applicable laws, the warrants may be transferred at the option of the holders upon surrender of the warrants to us
together with the appropriate instruments of transfer.
Listing.
The warrants are not currently listed on any trading market. The warrants will be issued in certificated form and delivered
directly to the purchasers.
Rights as
a Stockholder
. Except as otherwise provided in the warrants or by virtue of such holder's ownership of shares of our common
stock, the holder of a warrant does not have the rights or privileges of a holder of our common stock, including any voting rights,
until the holder exercises the warrant.
Transfer Agent
The transfer
agent for our common stock will be Continental Stock Transfer and Trust Company.
EXPERTS
The consolidated
financial statements as of and for the periods ended December 31, 2011 and 2010, appearing in this registration statement and
Prospectus have been audited by McGladrey LLP (formerly McGladrey & Pullen, LLP), an independent registered public accounting
firm, as stated in their report appearing elsewhere herein, and are included in reliance upon such report and upon the authority
of such firm as experts in accounting and auditing.
No expert or
counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the
validity of the securities being registered or upon other legal matters in connection with the registration or offering of the
Common Stock was employed on a contingency basis, or had, or is to receive, any interest, directly or indirectly, in our Company
or any of our parents or subsidiaries. Nor was any such person connected with us or any of our parents or subsidiaries, if any,
as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
LEGAL MATTERS
The validity
of our Common Stock offered under this prospectus will be passed upon by Sullivan & Worcester LLP, Boston, Massachusetts.
PART II -
INFORMATION NOT REQUIRED IN PROSPECTUS
|
ITEM 13.
|
OTHER EXPENSES OF ISSUANCE
AND DISTRIBUTION.
|
The following
table sets forth our expenses in connection with this registration statement. All of such amounts are estimates, other than the
fee payable to the SEC.
|
|
Amount
|
|
Securities and Exchange Commission registration fee
|
|
$
|
3,438
|
|
Legal fees and expenses
|
|
|
25,000
|
|
Accounting fees and expenses
|
|
|
10,000
|
|
Printing, miscellaneous and travel
|
|
|
40,000
|
|
Total
|
|
$
|
78,438
|
|
|
ITEM 14.
|
INDEMNIFICATION OF DIRECTORS
AND OFFICERS.
|
The Delaware
General Corporation Law and the Company's charter and by-laws provide for indemnification of the Company's directors and officers
for liabilities and expenses that they may incur in such capacities. In general, directors and officers are indemnified with respect
to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Company,
and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful.
Reference is made to the Company's corporate charter and by-laws filed as Exhibits 3.1 and 3.2 hereto, respectively.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our Company pursuant
to the foregoing provisions, the opinion of the SEC is that such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
In addition,
we may maintain insurance on behalf of our directors and executive officers insuring them against any liability asserted against
them in their capacities as directors or officers or arising out of such status.
|
ITEM 15.
|
RECENT SALES OF UNREGISTERED
SECURITIES.
|
Set forth below
is information regarding Common Stock issued, warrants issued and stock options granted by the Company within the past three years.
Also included is the consideration, if any, we received and information relating to the section of the Securities Act, or rule
of the SEC, under which exemption from registration was claimed.
Common Stock
On July 9, 2010
American DG Energy invested $45,000 in exchange for 45 million shares of the Company’s Common Stock and such investment
resulted in American DG Energy receiving a controlling interest in the Company. Also on July 9, 2010 Nettlestone Enterprises Limited,
invested $5,000 in exchange for 5 million shares of the Company’s Common Stock. During the period from July 9, 2010 to December
31, 2010, the Company raised an additional $2,261,000 in a private placement by selling 2,261,000 shares of Common Stock to 25
accredited investors at a price of $1.00 per share. The investors were accredited investors, and such transactions were exempt
from registration under the Securities Act under Section 4(a)(2).
During the period
from January 1, 2011 to June 30, 2011, the Company raised an additional $1,250,000 in a private placement by selling 1,250,000
shares of Common Stock to 4 accredited investors at a price of $1.00 per share. The investors were accredited investors, and such
transactions were exempt from registration under the Securities Act under Section 4(a)(2).
No underwriters
were involved in the foregoing sales of securities. All of the foregoing securities are deemed restricted securities for purposes
of the Securities Act.
Warrants
On July 12,
2010 the Company granted to Nettlestone Enterprises Limited a special purchase right, or warrant. The warrant grants Nettlestone
Enterprises Limited the non-assignable right but not the obligation, for a period of two years after July 12, 2010, to purchase
400,000 shares of Common Stock at a per share purchase price of $1.00. Nettlestone Enterprises Limited is an accredited investor,
and such transaction was exempt from registration under the Securities Act under Section 4(a)(2).
Stock Options
On January 15,
2011, the Company granted nonqualified options to purchase 2,100,000 shares of Common Stock to five employees and two directors
at a purchase price of $1.00 per share. Those options have a vesting schedule of four years and expire in ten years. The fair
value of the options issued was $790,908, with a weighted average grant date fair value of $0.38 per option.
On June 13,
2011, the Company granted nonqualified options to purchase 300,000 shares of Common Stock to three directors at a purchase price
of $1.00 per share. Those options have a vesting schedule of four years and expire in ten years. The fair value of the options
was $109,304, with a weighted average grant date fair value of $0.36 per option.
On November
3, 2011, the Company granted its managing director options to purchase 900,000 shares of common stock at purchase price of $1.00
per share and granted to the three members of its advisory board options to purchase 300,000 shares of common stock at purchase
price of $1.00 per share. Those options have a vesting schedule of four years and expire in ten years and were made under the
UK Sub-Plan to the Company’s 2011 Stock Incentive Plan. The fair value of the options was $423,400, with a weighted average
grant date fair value of $0.35 per option.
The grant of
all options was exempt from registration under Rule 701 under the Securities Act.
No underwriters
were involved in the foregoing sales of securities. All purchasers represented to us in connection with their purchase that they
were accredited investors and made other customary investment representations. All of the foregoing securities were deemed restricted
securities when granted for purposes of the Securities Act.
The exhibits
to the Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.
The
undersigned registrant hereby undertakes that:
|
a.
|
(1)
To file, during any period in
which offers or sales are being
made, a post-effective amendment
to this registration statement:
|
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
(6) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424 (§230.424 of Title 17 of the Code of Federal Regulations);
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
i.
|
1.
|
For
purposes of determining any liability
under the Securities Act of 1933,
the information omitted from the
form of prospectus filed as part
of this registration statement
in reliance upon Rule 430A and
contained in a form of prospectus
filed by the registrant pursuant
to Rule 424(b) (1) or (4) or 497(h)
under the Securities Act shall
be deemed to be part of this registration
statement as of the time it was
declared effective.
|
|
2.
|
For
the purpose of determining any
liability under the Securities
Act of 1933, each post-effective
amendment that contains a form
of prospectus shall be deemed
to be a new registration statement
relating to the securities offered
therein, and the offering of such
securities at that time shall
be deemed to be the initial bona
fide offering thereof.
|
|
h.
|
Insofar
as indemnification for liabilities
arising under the Securities
Act of 1933 may be permitted
to directors, officers and controlling
persons of the registrant pursuant
to the foregoing provisions,
or otherwise, the registrant
has been advised that in the
opinion of the Securities and
Exchange Commission such indemnification
is against public policy as
expressed in the Act and is,
therefore, unenforceable. In
the event that a claim for indemnification
against such liabilities (other
than the payment by the registrant
of expenses incurred or paid
by a director, officer or controlling
person of the registrant in
the successful defense of any
action, suit or proceeding)
is asserted by such director,
officer or controlling person
in connection with the securities
being registered, the registrant
will, unless in the opinion
of its counsel the matter has
been settled by controlling
precedent, submit to a court
of appropriate jurisdiction
the question whether such indemnification
by it is against public policy
as expressed in the Act and
will be governed by the final
adjudication of such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1
to be signed on its behalf by the undersigned, thereunto duly authorized, in Waltham, Massachusetts on July 11, 2012.
|
EUROSITE POWER INC.
|
|
(Registrant)
|
|
|
|
By:
/s/ Barry J. Sanders
|
|
|
Chief Executive Officer
and President
|
|
(Principal Executive
Officer)
|
POWER OF
ATTORNEY AND SIGNATURES
The undersigned
officers and directors of the Company hereby constitute and appoint Barry J. Sanders and Anthony S. Loumidis, and each of them
singly, with full power of substitution, our true and lawful attorneys-in-fact and agents to take any actions to enable the Company
to comply with the Securities Act, and any rules, regulations and requirements of the SEC, in connection with this registration
statement on Form S-1, including the power and authority to sign for us in our names in the capacities indicated below any and
all further amendments to this registration statement and any other registration statement filed pursuant to the provisions of
Rule 462 under the Securities Act.
Pursuant to
the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons
in the capacities and on the dates indicated.
July 11, 2012
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
John N. Hatsopoulos
|
|
Chairman of the Board and Director
|
|
July 11, 2012
|
John N. Hatsopoulos
|
|
|
|
|
|
|
|
|
|
/s/
Barry J. Sanders
|
|
Director, President and Chief Executive
Officer
|
|
July 11, 2012
|
Barry J. Sanders
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/
Anthony S. Loumidis
|
|
Treasurer, Secretary and Chief Financial
Officer
|
|
July 11, 2012
|
Anthony S. Loumidis
|
|
(Principal Financial and Accounting
Officer)
|
|
|
|
|
|
|
|
/s/
Ahmed F. Ghoniem
|
|
Director
|
|
July 11, 2012
|
Ahmed F. Ghoniem
|
|
|
|
|
|
|
|
|
|
/s/
James C. Devas
|
|
Director
|
|
July 11, 2012
|
James C. Devas
|
|
|
|
|
|
|
|
|
|
/s/
Bruno Meier
|
|
Director
|
|
July 11, 2012
|
Bruno Meier
|
|
|
|
|
EXHIBIT INDEX
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
3.1
|
|
Certificate of Incorporation, as amended and restated
February 22, 2012 (incorporated by reference to Exhibit 3.2 to the Company’s Form 10, as amended, originally filed with
the SEC on August 16, 2011).
|
|
|
|
3.2
|
|
Bylaws as amended and restated January 27, 2012
(incorporated by reference to Exhibit 3.4 to the Company’s Form 10, as amended, originally filed with the SEC
on August 16, 2011).
|
|
|
|
4.1
|
|
Warrant to Nettlestone Enterprises Limited dated
July 12, 2010 (incorporated by reference to Exhibit 4.1 to the Company’s Form 10, as amended, originally filed with
the SEC on August 16, 2011).
|
|
|
|
4.2##
|
|
Form of Warrant (for this offering).
|
|
|
|
5.1##
|
|
Opinion of Sullivan & Worcester LLP.
|
|
|
|
10.1*
|
|
EuroSite Power Inc. 2011 Stock Incentive Plan,
as amended on June 13, 2011 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10, as amended, originally
filed with the SEC on August 16, 2011).
|
|
|
|
10.2*
|
|
UK Sub-Plan to the EuroSite Power Inc. 2011 Stock
Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Form 10, as amended, originally filed
with the SEC on August 16, 2011).
|
|
|
|
10.3
|
|
Form of EuroSite Power Inc. Subscription Agreement
for private placement of Common Stock (incorporated by reference to Exhibit 10.6 to the Company’s Form 10, as amended,
originally filed with the SEC on August 16, 2011).
|
|
|
|
10.4*
|
|
Service Agreement by and between EuroSite Power
Limited and Paul J. Hamblyn dated July 18, 2011 (incorporated by reference to Exhibit 10.7 to the Company’s Form
10, as amended, originally filed with the SEC on August 16, 2011).
|
|
|
|
10.5+
|
|
Facilities, Support Services and Business Agreement between American
DG Energy Inc. and Tecogen Inc., dated January 1, 2006
(incorporated by reference to Exhibit
10.8 to the Company’s Form 10, as amended, originally filed with the SEC on August 16, 2011).
|
|
|
|
10.6##
|
|
Form of Securities Purchase Agreement (for this
offering).
|
|
|
|
10.7#
|
|
Placement Agency Agreement, dated June 19, 2012,
between the Company and Merriman Capital Inc.
|
|
|
|
14.1
|
|
Code of Business Conduct and Ethics (incorporated
by reference to Exhibit 14.1 to the Company’s Form 10, as amended, originally filed with the SEC on August 16, 2011).
|
|
|
|
21.1
|
|
List of subsidiaries (incorporated by reference
to Exhibit 21.1 to the Company’s Form 10, as amended, originally filed with the SEC on August 16, 2011).
|
|
|
|
23.1#
|
|
Consent of McGladrey LLP.
|
|
|
|
23.2
|
|
Consent of Sullivan & Worcester LLP (included
in Exhibit 5.1).
|
|
|
|
24.1
|
|
Power of Attorney (included on signature page).
|
##
|
|
To be filed by amendment.
|
*
|
|
Management contract or compensatory
plan or arrangement.
|
+
|
|
Previously filed with
the SEC on November 22, 2006 as Exhibit 10.5 to the American DG Energy Inc. Registration Statement on Form 10-SB/A (Registration
No. 000-52294) and incorporated herein by reference. Confidential treatment has been granted for portions of this document. The
confidential portions were omitted and filed separately, on a confidential basis, with the SEC.
|
Eurosite Power (PK) (USOTC:EUSP)
Historical Stock Chart
From May 2024 to Jun 2024
Eurosite Power (PK) (USOTC:EUSP)
Historical Stock Chart
From Jun 2023 to Jun 2024