¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12
AMERICAN
DG ENERGY INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1)Title
of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
¨ Fee paid previously with preliminary
materials.
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
EXPLANATORY
NOTE
This amendment to American DG Energy Inc.’s proxy statement is being filed to correct an administrative error in the list of director nominees contained in proposal 1 of the form of proxy card attached to the proxy statement filed with the Securities and Exchange Commission on April 30, 2015. The Notice of Internet Availability and the proxy materials mailed to the stockholders of American DG Energy Inc. contained the correct list of director nominees in proposal 1. The revised form of proxy card follows.
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Dates Referenced Herein and Documents Incorporated by Reference
