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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tecogen Inc | NASDAQ:TGEN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.71 | 0.8125 | 0.85 | 0 | 01:00:00 |
Delaware
|
27-5250881
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
Large accelerated filer:
o
|
Accelerated filer:
o
|
Non-accelerated filer:
o
|
Smaller reporting company:
x
|
Title of Each Class of
Securities to be Registered
|
Amount to be Registered
1
|
Proposed Maximum Offering Price per Unit
2
|
Proposed Maximum Aggregate Offering Price
2
|
Amount of Registration Fee
|
Common Stock, par value $0.001 per share
|
1,763,871
|
$5.00
|
$8,819,355.00
|
$888.11
|
(1)
|
In accordance with Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions with respect to the securities being registered.
|
(2)
|
Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, solely for purposes of calculating the registration fee, based upon the average of the high and low prices per share as reported on the NASDAQ Market on
July 6, 2016
. The proposed maximum offering price per share of common stock will be determined from time to time by the selling stockholders, named herein, or such additional selling stockholders, as may be named in one or more prospectus supplements, in connection with, and at the time of, the sale by such selling stockholders of the shares of common stock registered hereunder.
|
|
|
Shares owned before the offering
|
|
Number of Shares Being Offered
|
|
Shares owned after the offering
|
|||||||
Name of Beneficial Owner
(3)
|
|
Number of Shares
|
|
Percentage of Outstanding Common Stock
|
|
|
Number of Shares
|
|
Percentage of Outstanding
|
||||
Directors, Executive Officers and Affiliates
|
|
|
|
|
|
|
|
|
|
|
|||
John N. Hatsopoulos
(4)(5)(6)
|
|
3,846,165
|
|
|
20.1%
|
|
127,226
|
|
|
3,718,939
|
|
|
19.4%
|
George N. Hatsopoulos
(7)
|
|
3,605,541
|
|
|
18.8%
|
|
50,890
|
|
|
3,554,651
|
|
|
18.6%
|
Patricia Hatsopoulos
(8)
|
|
28,225
|
|
|
*
|
|
100
|
|
|
28,125
|
|
|
*
|
Robert Panora
(9)
|
|
163,350
|
|
|
*
|
|
163,350
|
|
|
—
|
|
|
*
|
Michaelson Capital Special Finance Fund LP
(10)
|
|
1,197,536
|
|
|
6.2%
|
|
890,207
|
|
|
307,329
|
|
|
1.6%
|
Charles T. Maxwell
(11)
|
|
100,000
|
|
|
*
|
|
25,000
|
|
|
75,000
|
|
|
*
|
Company Employees
|
|
|
|
|
|
|
|
|
|
|
|||
Joseph Gehret
|
|
6,361
|
|
|
*
|
|
6,361
|
|
|
—
|
|
|
*
|
Jeff Glick
|
|
19,672
|
|
|
*
|
|
6,361
|
|
|
13,311
|
|
|
*
|
John Freeman
|
|
3,180
|
|
|
*
|
|
3,180
|
|
|
—
|
|
|
*
|
Jean Roy
|
|
3,180
|
|
|
*
|
|
3,180
|
|
|
—
|
|
|
*
|
Ann Marie Pacheco
|
|
1,272
|
|
|
*
|
|
1,272
|
|
|
—
|
|
|
*
|
Jeff Glick
(12)
|
|
6,950
|
|
|
*
|
|
6,950
|
|
|
—
|
|
|
*
|
David Pigeon
(12)
|
|
13,758
|
|
|
*
|
|
7,800
|
|
|
5,958
|
|
|
*
|
Additional Selling Shareholders
|
|
|
|
|
|
|
|
|
|
|
|||
Jeremy Benjamin
|
|
113,613
|
|
|
*
|
|
63,613
|
|
|
50,000
|
|
|
*
|
Nettlestone Enterprises Ltd
|
|
76,335
|
|
|
*
|
|
76,335
|
|
|
—
|
|
|
*
|
Aliki & Daphne Nikolaidis
|
|
50,890
|
|
|
*
|
|
50,890
|
|
|
—
|
|
|
*
|
Giordano Venzi
|
|
10,178
|
|
|
*
|
|
10,178
|
|
|
—
|
|
|
*
|
Fabio Mioni
|
|
4,452
|
|
|
*
|
|
4,452
|
|
|
—
|
|
|
*
|
Stefano Venzi
|
|
636
|
|
|
*
|
|
636
|
|
|
—
|
|
|
*
|
Franco Venzi
|
|
1,272
|
|
|
*
|
|
1,272
|
|
|
—
|
|
|
*
|
Jean Skeparnias
|
|
2,544
|
|
|
*
|
|
2,544
|
|
|
—
|
|
|
*
|
Athanassios Kyranis
|
|
2,647
|
|
|
*
|
|
1,272
|
|
|
1,375
|
|
|
*
|
Ioannis Retsos
|
|
7,544
|
|
|
*
|
|
2,544
|
|
|
5,000
|
|
|
*
|
Theodoros Matarangas
|
|
1,272
|
|
|
*
|
|
1,272
|
|
|
—
|
|
|
*
|
Andrew & Susan Hirsch
|
|
184,224
|
|
|
1.0%
|
|
50,890
|
|
|
133,334
|
|
|
*
|
Yiannis Monovoukas
|
|
6,361
|
|
|
*
|
|
6,361
|
|
|
—
|
|
|
*
|
Adam C. Schachter
|
|
3,816
|
|
|
*
|
|
3,816
|
|
|
—
|
|
|
*
|
Jeffrey Duplaise
|
|
1,908
|
|
|
*
|
|
1,908
|
|
|
—
|
|
|
*
|
Jack Whiting
|
|
636
|
|
|
*
|
|
636
|
|
|
—
|
|
|
*
|
Keith Davidson & Debra Davidson
|
|
2,544
|
|
|
*
|
|
2,544
|
|
|
—
|
|
|
*
|
RBC cees Nominees Ltd. - B2599 / B3957
|
|
462,540
|
|
|
2.4%
|
|
159,025
|
|
|
303,515
|
|
|
1.6%
|
RBC cees Nominees Ltd. - B2618 / B3923
|
|
823,228
|
|
|
4.3%
|
|
31,806
|
|
|
791,422
|
|
|
4.1%
|
(1)
|
Includes vested and unvested shares. For each Selling Stockholder, the total number of shares listed assumes that any outstanding options held by such Selling Stockholder are fully vested and exercised, whether or not they would be deemed to have beneficial ownership of such shares as of the date hereof.
|
(2)
|
Beneficial ownership is determined in accordance with Rule 13d-3(d) of the Exchange Act. To our knowledge, each of the persons named in the table has sole voting and investment power with respect to all shares of common stock shown as beneficially owned by it, subject to the information contained in the footnotes to this table.
|
(3)
|
Unless otherwise stated, the shares of Common Stock held by the Additional Selling Shareholders that are being registered pursuant to this Registration Statement were acquired pursuant to the Share Exchange Agreements.
|
(4)
|
Mr. Hatsopoulos is a Co-Chief Executive Officer and Director of the Company. Through his positions with the Company, his ownership of the Company, and his relationships with certain affiliates of the Company, he is considered an affiliate. Mr. Hatsopoulos’s salary is $1.00 per year. On average, Mr. Hatsopoulos spends approximately 50% of his business time on the affairs of the Company; however such amount varies widely depending on the needs of the business and is expected to increase as the business of the Company develops.
|
(5)
|
Includes:
|
a.
|
2,135,210 shares of Common Stock held by J&P Enterprises LLC for the benefit of: John N. Hatsopoulos and Patricia L. Hatsopoulos. John N. Hatsopoulos is the Executive Member of J&P Enterprises LLC and has voting and investment power with respect to the shares of Common Stock held by J&P Enterprises, LLC;
|
b.
|
593,770 shares of Common Stock held by John N. Hatsopoulos and his wife, Patricia L. Hatsopoulos, as joint tenants with rights of survivorship, each of whom share voting and investment power; and
|
c.
|
989,859 shares of Common Stock held by The John N. Hatsopoulos Family Trust 2007 for the benefit of: Patricia L. Hatsopoulos, Alexander J. Hatsopoulos, and Nia Marie Hatsopoulos, for which Dr. George N. Hatsopoulos and Ms. Patricia L. Hatsopoulos are the trustees.
|
(6)
|
On June 15, 2015, the Company entered into a non-revolving line of credit agreement, (the "Credit Agreement") with Mr. Hatsopoulos. Under the terms of the 2015 Credit Agreement, Mr. Hatsopoulos agreed to lend the Company up to $250,000 per financial calendar quarter beginning in the third quarter 2015, for a period of two years with the aggregate maximum borrowings not to exceed $2,000,000. The term of the 2015 Credit Agreement is from July 1, 2015 to July 1, 2017. Any amounts borrowed by the Company pursuant to the 2015 Credit Agreement bear interest at 6%. Repayment of the principal amount borrowed pursuant to the 2015 Credit Agreement, plus all accrued and unpaid interest and all other amounts payable pursuant to the terms of the Credit Agreement will be due on June 15, 2017. The 2015 Credit Agreement is subordinated in right of payment to the Senior Convertible Promissory Note dated December 23, 2013, issued by the Company to and in favor of Michaelson Capital Special Finance Fund LP.
|
(7)
|
George Hatsopoulos is the brother of John Hatsopoulos and is a former director of the Company.
|
(8)
|
Patricia Hatsopoulos is the spouse of John Hatsopoulos.
|
(9)
|
Robert Panora is the President and Chief Operating Officer of the Company. A portion of his shares being registered were acquired through restricted stock grants from the Company.
|
(10)
|
These shares are being registered pursuant to that certain Senior Convertible Promissory Note, dated December 23, 2013, as amended effective April 1, 2016 (as so amended, the "Michaelson Note"), by the Company in favor of Michaelson Capital Special Finance Fund LP ("Michaelson"). The principal amount of the Michaelson Note is $3,150,000, that Michaelson Note matures on December 23, 2018, and the conversion price is $3.54 per share.
|
(11)
|
Mr. Maxwell is an affiliate of the Company. He is a member of the Company's board of directors and is Chairman of the Company's Audit Committee. Mr. Maxwell is also the Chairman of the Board of Directors of American DG Energy, an affiliate of the Company. All of his shares being registered were acquired through restricted stock grants from the Company.
|
(12)
|
All of these shares were acquired through restricted stock grants from the Company.
|
•
|
at then-prevailing prices and terms;
|
•
|
at prices related to the then-current market price; or
|
•
|
at negotiated prices.
|
•
|
one or more block trades in which the broker or dealer will attempt to sell as agent or principal all or a portion of the shares held by such Selling Stockholder;
|
•
|
purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus;
|
•
|
ordinary brokerage transactions and transactions in which a broker solicits purchasers;
|
•
|
in negotiated transactions; or
|
•
|
through other means.
|
•
|
sell shares short and redeliver such shares to close out such Selling Stockholder's short positions;
|
•
|
enter into transactions involving short sales by the brokers or dealers;
|
•
|
enter into option or other types of transactions that require such Selling Stockholder to deliver shares to a broker or dealer, who then resells or transfer the shares under this prospectus; or
|
•
|
loan or pledge the shares to a broker or dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
|
•
|
sell such Selling Stockholder's shares under Rule 144 of the Securities Act, if the transaction meets the requirements of Rule 144;
|
•
|
transfer the shares by gift, distribution or other transfer not involving market makers or established trading markets; or
|
•
|
agree to indemnify any broker, dealer or agent that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
|
•
|
The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 30, 2016.
|
•
|
The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, filed with the SEC on May 11, 2016.
|
•
|
The Company’s two Current Reports on Form 8-K filed with the SEC on April 15, 2016.
|
•
|
The Company's Current Report on Form 8-K filed with the SEC on May 24, 2016.
|
•
|
The Company's Current Report on Form 8-K filed with the SEC on
June 28, 2016.
|
•
|
The Company's Current Report on Form 8-K filed with the SEC on June 30, 2016.
|
•
|
The Company's definitive Proxy Statement for its 2016 Annual Meeting of Shareholders, as filed with the SEC on April 29, 2016.
|
•
|
The description of the Company's common stock, contained in the Company's registration statement on Form S-1, dated December 22, 2011, including any amendments thereto.
|
|
Amount
|
||
Securities and Exchange Commission registration fee
|
$
|
888
|
|
Legal fees and expenses
|
7,000
|
|
|
Accounting fees and expenses
|
3,500
|
|
|
Printing and miscellaneous
|
—
|
|
|
Total
|
$
|
11,388
|
|
•
|
for any breach of the director's duty of loyalty to the Company or its stockholders;
|
•
|
for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
|
•
|
under section 174 of the Delaware General Corporation Law regarding unlawful dividends and stock purchases; or
|
•
|
for any transaction from which the director derived an improper personal benefit.
|
•
|
we must indemnify our directors and officers to the fullest extent permitted by Delaware law;
|
•
|
we may, to the extent authorized from time to time by our Board of Directors, indemnify our other employees and agents to the same extent that we indemnified our officers and directors; and
|
•
|
in the event we do not assume the defense in a legal proceeding, we must advance expenses, as incurred, to our directors and executive officers in connection with a legal proceeding to the fullest extent permitted by Delaware law.
|
Exhibit Number
|
|
Description of Exhibit
|
4.1
|
|
Specimen Common Stock Certificate of Tecogen Inc (Incorporated by reference to the registrant's Registration Statement on Form S-1, as amended, filed with the SEC on June 27, 2014 (Registration No. 333-193791)).
|
5.1
|
|
Legal Opinion of Sullivan & Worcester LLP (Filed herewith)
|
23.1
|
|
Consent of Wolf & Company, P.C. (Filed herewith)
|
23.2
|
|
Consent of Sullivan & Worcester LLP (Included in Exhibit 5.1)
|
24.1
|
|
Power of Attorney (Filed herewith)
|
(a)
|
The undersigned registrant hereby undertakes:
|
(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 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
|
(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 such 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 which remain unsold at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
(5)
|
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;
|
(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.
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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.
|
(c)
|
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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
Exhibit Number
|
|
Description of Exhibit
|
4.1
|
|
Specimen Common Stock Certificate of Tecogen Inc (
Incorporated by reference to the registrant's Registration Statement on Form S-1, as amended, filed with the SEC on June 27, 2014 (Registration No. 333-193791)).
|
5.1
|
|
Legal Opinion of Sullivan & Worcester LLP (Filed herewith)
|
23.1
|
|
Consent of Wolf & Company, P.C. (Filed herewith)
|
23.2
|
|
Consent of Sullivan & Worcester LLP (Included in Exhibit 5.1)
|
24.1
|
|
Power of Attorney (Filed herewith)
|
1 Year Tecogen Chart |
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