-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E33h9lTZj22FgCD5SEBneh5YeDsT2SEPXJjVEDG053oZVQFuvrD5YbAD3tclkrNV u+Z0WpJMrffvtyE8/4Lu1Q== 0000941655-01-000012.txt : 20010223 0000941655-01-000012.hdr.sgml : 20010223 ACCESSION NUMBER: 0000941655-01-000012 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010214 GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: RHO MANAGEMENT CO INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVE POWER INC CENTRAL INDEX KEY: 0001044435 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 742642142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-59961 FILM NUMBER: 1541016 BUSINESS ADDRESS: STREET 1: 11525 STONEHOLLOW DR STREET 2: STE 110 CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 5128366464 MAIL ADDRESS: STREET 1: 11525 STONEHOLLOW DR STREET 2: STE 110 CITY: AUSTIN STATE: TX ZIP: 78758 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RHO MANAGEMENT CO INC CENTRAL INDEX KEY: 0001020455 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133087622 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127516677 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 0001.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Active Power, Inc. ----------------------------------------- (Name of Issuer) Common Stock, $0.001 par value ----------------------------------------- (Title of Class of Securities) 00504W100 ----------------------------------------- (CUSIP Number) December 31, 2000 ----------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 00504W100 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Rho Management Company, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 2,220,255 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 2,220,255 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,220,255 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.7% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO/IA CUSIP No. 00504W100 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Joshua Ruch 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Republic of South Africa NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 52,594 Shares 6 SHARED VOTING POWER 2,220,255 Shares 7 SOLE DISPOSITIVE POWER 52,594 Shares 8 SHARED DISPOSITIVE POWER 2,220,255 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,272,849 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN This Statement on Schedule 13G relates to shares of Common Stock (the "Shares") of Active Power, Inc. (the "Company") beneficially owned by Rho Management Company, Inc. and Joshua Ruch, as follows below. Item 1(a) Name of issuer: Active Power, Inc., a Delaware corporation (the "Company"). Item 1(b) Address of issuer's principal executive offices: 11525 Stonehollow Drive, Suite 110, Austin, Texas 78578. Item 2. Identity of Persons Filing. (a) This Statement is being filed by Rho Management Company, Inc. ("Rho"), a New York corporation, and Joshua Ruch. Rho serves as investment advisor to a number of investment vehicles, and as such may be deemed to exercise investment and voting control over Shares registered in the names of such vehicles. Joshua Ruch, a controlling stockholder of Rho, may be deemed to have shared authority over the Shares reported by Rho herein, and to exercise independent investment and voting authority over certain Shares. (b)-(c) Rho is a New York corporation, with its address at 152 West 57th Street, 23rd Floor, New York, New York 10019. Mr. Ruch is a citizen of the Republic of South Africa, with his address c/o Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019. 2(d) Title of class of securities: [Common Stock] 2(e) CUSIP No.: 00504W100 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [x] Item 4. Ownership See cover page for each reporting person. As the ultimate holder of voting and investment authority over the Shares owned by its investment advisory clients, Rho may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of 2,220,255 Shares reported hereby, constituting 5.7% of the Company's outstanding shares reported as of the reporting event date. Joshua Ruch is a controlling stockholder of Rho, and as such may be deemed to have shared control over the Shares reported for Rho. Mr. Ruch additionally exercises investment and voting control over certain other Shares held in personal accounts, over which he may be deemed to have sole beneficial ownership. Mr. Ruch accordingly may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of 2,272,849 Shares reported hereby, constituting 5.9% of the Company's outstanding shares reported as of the reporting event date. Other than Shares in which he has a pecuniary interest, Mr. Ruch disclaims beneficial ownership of the Shares reported by this Statement. Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6. Ownership of More than 5 Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 14, 2001. RHO MANAGEMENT COMPANY, INC. By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President JOSHUA RUCH /s/ Joshua Ruch -------------------------- Name: Joshua Ruch EX-99 2 0002.txt EXHIBIT A - JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto, and any filing on Schedule 13D relating to the same investment) with respect to the shares of common stock, par value $0.001 per share, of Active Power, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. Dated: February 14, 2001. RHO MANAGEMENT COMPANY, INC. By: /s/ Joshua Ruch -------------------------- Name: Joshua Ruch Title: President JOSHUA RUCH /s/ Joshua Ruch -------------------------- Name: Joshua Ruch -----END PRIVACY-ENHANCED MESSAGE-----