EXPLANATORY NOTE, DEREGISTRATION OF UNSOLD SECURITIES
American DG Energy Inc., a Delaware corporation (
Registrant
), is filing these post-effective amendments (these
Post-Effective Amendments
) to the following Registration Statements on Form S-8 (the
Registration Statements
), which have been previously filed with the Securities and Exchange Commission (the
SEC
), to deregister any and all shares of Registrants common stock, par value $0.001 per share (
Common Stock
), that remain unsold under each such Registration Statement as of the date hereof:
·
Registration Statement No. 333-146628, filed with the SEC on October 11, 2007, as thereafter amended, registering 4,000,000 shares of Common Stock issuable pursuant to the American Distributed Generation Inc. 2001 Stock Incentive Plan and the American DG Energy Inc. 2005 Stock Incentive Plan;
·
Registration Statement No. 333-151287, filed with the SEC on May 30, 2008, registering 1,000,000 shares of Common Stock issuable pursuant to the American DG Energy Inc. 2005 Stock Incentive Plan; and
·
Registration Statement No. 333-198875, filed with the SEC on September 22, 2014, registering 3,000,000 shares of Common Stock issuable pursuant to the American DG Energy Inc. 2005 Stock Incentive Plan.
On November 1, 2016, Registrant entered into an Agreement and Plan of Merger (as subsequently amended, the
Merger Agreement
), among Tecogen Inc., a Delaware corporation (
Tecogen
), Tecogen.ADGE Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Tecogen (
Merger Sub
), and Registrant, pursuant to which Merger Sub will merge with and into Registrant, with Registrant as the surviving entity such that Registrant will become a wholly-owned subsidiary of Tecogen (the
Merger
). On May 18, 2017, pursuant to the Merger Agreement, Merger Sub merged with and into Registrant, with Registrant continuing as the surviving corporation in the Merger.
In connection with the Merger, the Registrant is terminating all offerings of its securities registered pursuant to the Registration Statements. The Registrant is filing these Post-Effective Amendments to hereby terminate the effectiveness of the Registration Statements and remove from registration any and all securities registered under the Registration Statements but that remain unsold as of the date hereof. This filing is made in accordance with an undertaking made by the Registrants in Part II of each of the Registration Statements to remove from registration by means of a post-effective amendment any securities that remain unsold at the termination of the offerings.
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