-----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, BmgXWK0/EVzkvVIjCBzPTvjlVO/N2fbaktcH0Qpyb8jR2dejqiwvRCWBLWBemDEd CQpYKPdO/RfkbFGgwIbBoQ== 0000941655-08-000009.txt : 20080623 0000941655-08-000009.hdr.sgml : 20080623 20080620175402 ACCESSION NUMBER: 0000941655-08-000009 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080623 DATE AS OF CHANGE: 20080620 GROUP MEMBERS: ATLAS CAPITAL CORP. GROUP MEMBERS: JOSHUA RUCH GROUP MEMBERS: KARIBA LLC 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: 1934 Act SEC FILE NUMBER: 005-59961 FILM NUMBER: 08910795 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 PARTNERS L P CENTRAL INDEX KEY: 0001020457 IRS NUMBER: 223233664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 124 DUNE ROAD CITY: QUOGUE STATE: NY ZIP: 11959 BUSINESS PHONE: 631-653-9086 MAIL ADDRESS: STREET 1: 124 DUNE ROAD CITY: QUOGUE STATE: NY ZIP: 11959 SC 13G 1 r_act13g.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) June 12, 2008 ----------------------------------------- (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 Partners L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 2,160,457 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 2,160,457 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,160,457 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 3.6% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN/IA CUSIP No. 00504W100 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Atlas Capital Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 2,173,064 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 2,173,064 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,173,064 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 3.6% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO 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 3,102,379 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 3,102,379 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,102,379 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 5.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 00504W100 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Kariba LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 51,636 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 51,636 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,636 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 0.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO This Statement on Schedule 13G relates to shares of Common Stock, $0.001 par value per share (the "Shares") of Active Power, Inc., a Delaware corporation beneficially owned by Rho Management Partners L.P., Atlas Capital Corp., Joshua Ruch, and Kariba LLC, 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 Partners L.P. ("RMP"), a Delaware limited partnership, Atlas Capital Corp. ("Atlas"), a Delaware corporation, Joshua Ruch, an individual resident of the United States, and Kariba LLC, a Delaware limited liability company ("Kariba"). RMP serves as investment advisor to various investment vehicles, and as such may be deemed to exercise investment and voting control over Shares registered in the names of such vehicles. As general partner of RMP, Atlas may be deemed to exercise investment and voting control over the Shares deemed beneficially owned by RMP. As general partner of an affiliated investment vehicle, Kariba may be deemed to exercise sole investment and voting control over such vehicle. As sole shareholder of Atlas and as sole owner of limited liability company interests of Kariba, Joshua Ruch may be deemed to exercise investment and voting authority over the Shares deemed beneficially owned by Atlas and by Kariba. (b)-(c) RMP is a Delaware limited partnership with its address at 4 Dune Road, East Quogue, New York 11942. Atlas is a Delaware corporation, with its address at 4 Dune Road, East Quogue, New York 11942. Mr. Ruch is a citizen of the Republic of South Africa, with his business address at 152 West 57th Street, 23rd Floor, New York, New York 10019. Kariba is a Delaware limited liability company with its address at 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 shares beneficially owned by each reporting person as of the date of this filing. 2,160,457 of the Shares reported hereby are held in the registered names of investment vehicles over which RMP has sole voting and investment control. RMP may accordingly be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of 2,160,457 Shares reported hereby, constituting 3.6% of the Company's shares outstanding as of the date of the Company's most recently filed Form 10-Q. Atlas, as sole general partner of RMP, may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner, with sole voting and investment authority, of the 2,160,457 Shares reported by RMP hereunder. When such number is aggregated with an additional 12,607 Shares held by Atlas directly, Atlas may be deemed to own beneficially 2,173,064 Shares, constituting 3.6% of the Company's shares outstanding as of the date of the Company's most recently filed Form 10-Q. Kariba, as the sole general partner of an entity that is registered holder of 51,636 Shares, may be deemed the beneficial owner of such 51,636 Shares. As sole owner of the limited liability company interests of Kariba, Joshua Ruch may be deemed also beneficially to own such 51,636 Shares. Joshua Ruch, as sole shareholder of Atlas and Kariba, may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the 2,173,064 Shares reported by Atlas and the 51,636 Shares reported by Kariba hereunder. When such numbers are taken together with Shares directly held by Joshua Ruch, or by other vehicles over which he exercises sole investment and voting control, Joshua Ruch may be deemed to own beneficially an aggregate of 3,102,379 Shares, constituting 5.1% of the Company's shares outstanding as of the date of the Company's most recently filed Form 10-Q. 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: June 20, 2008 RHO MANAGEMENT PARTNERS L.P. By: ATLAS CAPITAL CORP., Its General Partner By: /s/ Joshua Ruch - ------------------------------------ Name: Joshua Ruch Title: President and CEO ATLAS CAPITAL CORP. By: /s/ Joshua Ruch - ------------------------------------ Name: Joshua Ruch Title: President and CEO JOSHUA RUCH By: /s/ Joshua Ruch - ------------------------------------ KARIBA LLC By: /s/ Joshua Ruch - ------------------------------------ Name: Joshua Ruch Title: President and CEO EX-99 2 r_act13g-99a.txt EX. 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 and/or Forms 3, 4 or 5 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: June 20, 2008 RHO MANAGEMENT PARTNERS L.P. By: ATLAS CAPITAL CORP., Its General Partner By: /s/ Joshua Ruch - ------------------------------------ Name: Joshua Ruch Title: President and CEO ATLAS CAPITAL CORP. By: /s/ Joshua Ruch - ------------------------------------ Name: Joshua Ruch Title: President and CEO JOSHUA RUCH /s/ Joshua Ruch - ------------------------------------ KARIBA LLC By: /s/ Joshua Ruch - ------------------------------------ Name: Joshua Ruch Title: President and CEO EX-99 3 r_act13g-99b.txt EX. B - DESIGNATED FILER EXHIBIT B STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNER Joshua Ruch (the "Reporting Person") hereby authorizes and designates Michael J. Balmann (an "Authorized Signer") to execute and file on behalf of such Reporting Person the Reports with respect to the securities of Active Power, Inc., including all Schedules 13D and 13G and Forms 3, 4 and 5, and any amendments thereto, that the Reporting Person, or any person for whom the Reporting Person is required to sign, may be required to file with the United States Securities and Exchange Commission as a result of the Reporting Person's ownership of, or transactions in, securities of the Company. The authority of the Designated Filer and the Authorized Signer under this document with respect to the Reporting Person shall continue until such Reporting Person is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the Reporting Person's ownership of, or transactions in, securities of the Company, unless earlier revoked in writing. The Reporting Person acknowledges that the Designated Filer and the Authorized Signer is not assuming any of the Reporting Person's responsibilities to comply with Section 13(d) or Section 16 of the Exchange Act. Date: June 20, 2008 /s/ Joshua Ruch - --------------------- Joshua Ruch -----END PRIVACY-ENHANCED MESSAGE-----