COMV » Topics » (Registrants telephone number, including area code)

This excerpt taken from the COMV 10-Q filed Apr 10, 2009.

(Registrant’s telephone number including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.          YesxNoo

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated filer oAccelerated filer x         Non-accelerated filer o          Smaller Reporting Company   o(Do not check if a smaller reporting company)

 


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YesoNox

There were 21,927,143 shares of the Registrant’s common stock, $0.001 par value per share, outstanding on March 5, 2009.

 


 


This excerpt taken from the COMV 10-Q filed Aug 12, 2008.

(Registrant’s telephone number including area code)

 

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x    Smaller Reporting Company  ¨

           (Do not check if a smaller reporting company)          

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

There were 21,869,313 shares of the Registrant’s common stock, $0.001 par value per share, outstanding on August 5, 2008.

 

 

 


Table of Contents
This excerpt taken from the COMV 10-Q filed May 13, 2008.

(Registrant’s telephone number including area code)

 

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x    Smaller Reporting Company  ¨

           (Do not check if a smaller reporting company)          

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

There were 21,819,004 shares of the Registrant’s common stock, $0.001 par value per share, outstanding on May 5, 2008.

 

 

 


Table of Contents
This excerpt taken from the COMV 10-Q filed Nov 6, 2007.

(Registrant’s telephone number, including area code)

 


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):    Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

There were 19,519,525 shares of the Registrant’s common stock, $0.001 par value per share, outstanding on November 5, 2007.

 



Table of Contents
This excerpt taken from the COMV 10-Q filed Aug 14, 2007.

(Registrant’s telephone number, including area code)

 


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):    Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

There were 19,507,244 shares of the Registrant’s common stock, $.01 par value per share, outstanding on August 13, 2007.

 



Table of Contents
This excerpt taken from the COMV 10-Q filed May 22, 2007.

(Registrant’s telephone number including area code)

 


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨    No  x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one): Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

There were 18,064,220 shares of the Registrant’s common stock, $.01 par value per share, outstanding on May 21, 2007.

 



Table of Contents
This excerpt taken from the COMV 8-K filed Apr 18, 2007.

(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 3.03 Material Modification to Rights of Security Holders

See information provided below under “Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year”, which is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 18, 2007, Comverge, Inc.’s (the “Company”) fifth amended and restated certificate of incorporation, substantially in the form previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-137813), as amended, and the Company’s second amended and restated bylaws, substantially in the form previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-137813), as amended, became effective. A description of the Company’s capital stock giving effect to the amendment and restatement of its certificate of incorporation and bylaws has previously been reported by the Company in its prospectus, dated April 12, 2007, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on April 13, 2007. The fifth amended and restated certificate of incorporation and the second amended and restated bylaws are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

On April 18, 2007, the Company announced that it had closed its initial public offering of 5,300,000 shares of common stock, par value $0.001 per share, plus 795,000 shares of common stock to be sold by certain selling stockholders to cover over-allotments. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

 

Exhibit
No.
  

Description

  3.1    Fifth Amended and Restated Certificate of Incorporation of Comverge, Inc.
  3.2    Second Amended and Restated Bylaws of Comverge, Inc.
99.1    Press Release, issued April 18, 2007.


This excerpt taken from the COMV 8-K filed Apr 13, 2007.

(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

As described in its press release, dated April 12, 2007, and in its final prospectus, dated April 12, 2007 and filed on April 13, 2007 (the “Prospectus”), with the Securities and Exchange Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, Comverge, Inc. (the “Company”) and the selling stockholders named therein (the “Selling Stockholders”) entered into an Underwriting Agreement on April 12, 2007 (the “Underwriting Agreement”) with the underwriters named therein (collectively, the “Underwriters”) providing for the offer and sale in a firm commitment underwritten offering of 5,300,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), sold by the Company at a price to the public of $18.00 per share ($16.74 per share, net of underwriting discounts). Pursuant to the Underwriting Agreement, the Selling Stockholders have granted the Underwriters a 30-day option to purchase up to an additional 795,000 shares of the Company’s Common Stock to cover over-allotments, if any.

In the Underwriting Agreement, the Company and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

On April 12, 2007, the Company announced that it had priced its initial public offering of 5,300,000 shares of Common Stock, plus 795,000 shares of Common Stock to be sold by the Selling Stockholders to cover over-allotments, if any. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01 Financial Statements and Exhibits
  (c) Exhibits

 

Exhibit No.   

Description

  1.1    Underwriting Agreement, dated April 12, 2007, among Comverge, Inc., the selling stockholders named on Schedule II thereto, and the underwriters named on Schedule I thereto.
99.1    Press Release, issued April 12, 2007.


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