As filed with the Securities and Exchange Commission on March 28, 2008
Registration No. 333-146628
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
American DG Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 04-3569304 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
45 First Avenue
Waltham, Massachusetts 02451
(Address of principal executive offices)
American Distributed Generation Inc. 2001 Stock Incentive Plan
American DG Energy Inc. 2005 Stock Incentive Plan
(Full title of the Plans)
Anthony S. Loumidis
Chief Financial Officer
American DG Energy Inc.
45 First Avenue
Waltham, Massachusetts 02451
(781) 622-1117
(Name, address and telephone number of agent for service)
Copy to:
Edwin L. Miller Jr.
Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
Tel: (617) 338-2800
Fax: (617) 338-2880
EXPLANATORY NOTE
The sole purpose of this amendment is to file the consent of Vitale Caturano & Co., Ltd. to the incorporation by reference into this Form S-8 of their report dated March 14, 2008 relating to the consolidated financial statements of American DG Energy Inc., as of and for the years ended December 31, 2007 and 2006, included in the company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2007.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this amendment to its registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Waltham, Massachusetts, on March 28, 2008.
| AMERICAN DG ENERGY INC. |
|
| By: | /s/ ANTHONY S. LOUMIDIS |
| | Anthony S. Loumidis |
| | Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | | Title | | Date |
| | | | |
/s/ GEORGE N. HATSOPOULOS* | | Chairman of the Board | | March 28, 2008 |
George N. Hatsopoulos | | | | |
| | | | |
/s/ JOHN N. HATSOPOULOS* | | Chief Executive Officer | | March 28, 2008 |
John N. Hatsopoulos | | (Principal Executive Officer) | | |
| | | | |
/s/ ANTHONY S. LOUMIDIS | | Chief Financial Officer | | March 28, 2008 |
Anthony S. Loumidis | | (Principal Financial & Accounting Officer) | | |
| | | | |
/s/ EARL R. LEWIS* | | Director | | March 28, 2008 |
Earl R. Lewis | | | | |
| | | | |
/s/ CHARLES T. MAXWELL* | | Director | | March 28, 2008 |
Charles T. Maxwell | | | | |
| | | | |
/s/ ALAN D. WEINSTEIN* | | Director | | March 28, 2008 |
Alan D. Weinstein | | | | |
* By: | /s/ ANTHONY S. LOUMIDIS | |
| Anthony S. Loumidis |
| Attorney-in-Fact |
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EXHIBIT INDEX
The following exhibit is filed with this Post-Effective Amendment No. 1 to Form S-8.
Exhibit No. | | Description |
23.1 | — | Consent of Vitale, Caturano & Co., Ltd. |
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