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): February 20, 2014
EUROSITE POWER INC.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-54484 |
27-5250881 |
(Commission file number) |
(IRS Employer Identification No.) |
45 First Avenue |
|
Waltham, Massachussetts |
02451 |
(Address of principal executive offices) |
(Zip Code) |
(781) 522-6000
(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 February 20, 2014, EuroSite
Power Inc., or the Company, accepted certain separate note exchange agreements, or the Note Exchange Agreements, from the
holders of its existing 4% Senior Convertible Notes Due 2015, originally issued on June 14, 2013, or the Old Notes,
including American DG Energy Inc., or American DG, the Company’s majority parent, pursuant to which the Company
exchanged the Old Notes for like principal amounts of 4% Senior Convertible Notes Due 2017, or the New Notes, in an aggregate
principal amount of $4,000,000. Accrued but unpaid interest on the Old Notes will be treated as accrued interest under the
New Notes.
Included among the investors exchanging
their Old Notes for New Notes are: American DG, in the amount of $1,100,000.00; Bruno Meier, a director of the Company, in the
amount of $250,000; Prime World Inc., a company controlled by Joan Giacinti, one of the Company’s directors, in the amount
of $300,000; Charles T. Maxwell, Chairman of the Board of Directors of American DG, in the amount of $250,000; and Nettlestone
Enterprises Limited, a shareholder of both the Company and American DG, in the amount of $300,000.
The foregoing descriptions of the Note Exchange
Agreements and the New Note are qualified in their entirety by reference to the full text of a form of the Note Exchange Agreements
and the New Note, which are attached as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated
by reference into this Item 1.01.
Noteholders Agreement
The holders of the Old Notes were subject
to and entitled to the benefits of the 4% Senior Convertible Notes due 2015 Noteholders Agreement, dated June 14, 2013, or the
Noteholders Agreement, and such agreement was amended by the Note Exchange Agreements. The Noteholders Agreement remains in effect
as to the New Notes, except it has been amended to reflect the maturity of the New Notes as June 14, 2017; provide that the initial
conversion rate of the New Notes is 1,667 shares of common stock per $1,000 principal amount of the New Notes, subject to adjustment;
and eliminate the noteholders’ options to extend the Old Notes.
The foregoing descriptions of the Noteholders
Agreement is qualified in its entirety by reference to the full text of the Note Exchange Agreements, discussed above, and the
Noteholders Agreement, as previously described in the Company’s Form 8-K dated June 18, 2013, each of which is incorporated
by reference into this Item 1.01.
Registration Rights Agreement
The holders of the New Notes remain entitled
to the benefits of a registration rights agreement dated June 14, 2013 by and among the Company and the Noteholders named therein,
which was previously described in the Company’s Form 8-K dated June 18, 2013, and is incorporated by reference into this
Item 1.01.
Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained in “Item
1.01 – Entry into a Material Definitive Agreement” concerning the New Notes, the Note Exchange Agreements and the Noteholders
Agreement is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales
of Equity Securities.
The information contained in “Item
1.01 – Entry into a Material Definitive Agreement” concerning the private placement of the Notes is incorporated herein
by reference. The issuance of the New Notes and the underlying shares of common stock have not been registered under the Securities
Act of 1933, as amended, or the Securities Act, in reliance on an exemption under Sections 3(a)(9) or (4)(a)(2) of the Securities
Act.
Item 9.01. Financial Statements
and Exhibits.
(d)
Exhibits.
|
|
Exhibit No. |
Exhibit Description |
4.1 |
Form of 4% Senior Convertible Note Due 2017, dated February 20, 2014. |
10.1 |
Form of Note Exchange Agreement, dated February 20, 2014. |
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 hereunto duly authorized.
Date: |
February 25, 2014 |
EUROSITE POWER INC. |
|
|
By: /s/ Jesse T. Herrick |
|
|
Jesse T. Herrick, Chief Financial Officer |
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