-----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, MMreH5TTdvJkgl/7D/e60U/sCqyn/tt/4EMbz4njWXGC4qyY/ZV/sivCvC2JsnTs R3gD8fc284kfdoZ7+cgI9g== 0000064463-02-000020.txt : 20020515 0000064463-02-000020.hdr.sgml : 20020515 ACCESSION NUMBER: 0000064463-02-000020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020515 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLUG POWER INC CENTRAL INDEX KEY: 0001093691 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 223672377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57471 FILM NUMBER: 02648481 BUSINESS ADDRESS: STREET 1: 968 ALBANY-SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 BUSINESS PHONE: 5187827700 MAIL ADDRESS: STREET 1: 968 ALBANY-SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MECHANICAL TECHNOLOGY INC CENTRAL INDEX KEY: 0000064463 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 141462255 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 431 NEW KARNER ROAD STREET 2: BUILDING #4 CITY: ALBANY STATE: NY ZIP: 12205 BUSINESS PHONE: 5185332200 MAIL ADDRESS: STREET 1: 431 NEW KARNER ROAD STREET 2: BUILDING #4 CITY: ALBANY STATE: NY ZIP: 12205 SC 13D/A 1 plug13da51502.htm MECHANICAL TECHNOLOGY INC. - FORM 13D/A 05/15/02 UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 5)

Under the Securities Exchange Act of 1934

Plug Power, Inc.

(Name of Issuer)

Common Stock (par value $0.01 per share)

(Title of Class of Securities)

72919P103

(CUSIP Number)

Catherine S. Hill, Esq.

Mechanical Technology Incorporated

431 New Karner Road

Albany, New York 12205

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 23, 2002

(Date of event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: 

Note: Six copies of this statement, including all exhibits, should be filed with the Commission.

See Rule 13d-1(a) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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. 72919P103

1

Name of Reporting Person

S.S. or I.R.S. Identification No.

of Above Person

Mechanical Technology Incorporated

I.R.S. Identification No. 141462255

 

 

 

 

 

2

Check the Appropriate Box if

a Member of a Group

(a) [ ]

(b) [ ]

 

 

 

 

 

 

 

3

SEC Use Only

 

 

 

 

 

 

 

 

4

Source of Funds

OO

 

 

 

 

 

 

 

 

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[ ]

 

 

 

 

 

 

 

6

Citizenship or Place of Organization

State of New York

 

 

 

 

 

 

 

 

 

 

7

Solve Voting Power

11,420,515

 

 

 

 

 

Number of Shares

Beneficially Owned by

Reporting Person With

8

Shared Voting Power

0

 

 

 

9

Sole Dispositive Power

11,420,515

 

 

 

 

 

 

 

10

Shared Dispositive Power

0

 

 

 

 

 

11

Aggregate Amount Beneficially

Owned by Each Reporting Person

 

 

11,420,515

 

 

 

 

 

12

Check Box if the Aggregate Amount

in Row (11) Excludes Certain Shares

[ ]

 

 

 

 

 

 

 

13

Percent of Class Represented

Amount in Row (11)

22.660%

 

 

 

 

 

 

 

14

Type of Reporting Person

CO

 

 

 

 

 

Schedule 13D/A

This Amendment No. 5 to the Schedule 13D amends and supplements the Schedule 13D originally filed on December 11, 2000 (the "Schedule 13D") by Mechanical Technology Inc., a New York Corporation. Unless otherwise defined herein, all capitalized terms used herein have the respective meanings given to such terms in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to read as follows:

 

The business conducted by the Issuer was initially developed by MTI prior to June 1997, and was contributed to Plug Power, LLC (the predecessor of the Company) in exchange for equity interests. Based upon the historical development of the business of the Issuer; the significant continuous equity ownership by MTI of Plug Power, LLC and the Issuer; the representation by officers and directors of MTI on the Board of Directors of the Issuer (2 directors of MTI serve on the Board of Directors, one of which is the Chairman of the Board of Directors and Chief Executive Officer of MTI and serves as Chairman of the Board of Directors of the Issuer); and the participation of these directors (and, from time to time, other directors) of MTI in the business affairs of the Issuer, MTI may be deemed to have influence over the management or policies of the Issuer.

On December 17, 2001, MTI entered into a plan under Rule 10b5-1 (the "Plan") pursuant to which MTI will sell shares of Common Stock of the Issuer. The Plan provides for the sale of, and MTI intends to sell, up to 1.2 million shares of Common Stock of the Issuer during calendar 2002. As of May 14, 2002, 573,800 shares of Common Stock of the Issuer have been sold pursuant to the Plan. Under the terms of the Plan, MTI may terminate the Plan at any time.

In addition to the foregoing, as significant shareholders of Plug Power and through any of its representatives that may be members of Plug Power's Board of Directors, MTI may consider, from time to time, (i) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (iv) any change in the present board of directors or management of the Issuer, (v) any material change in the present capitalization or dividend policy of the Issuer, (vi) any other material change in the Issuer's business or corporate structure, (vii) changes in the Issuer's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities o f the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, (ix) causing a class of equity securities of the Issuer to become eligible for termination of a registration pursuant to Section 12(g)(4) of the Exchange Act, or (x) any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended to read as follows:

As of May 14, 2002:

(a) MTI is the direct and beneficial owner of 11,420,515 shares of the Issuer Common Stock, including shares covered by the Plan, representing 22.660% of the Common Stock outstanding.

(b) MTI has the sole power to vote and sole dispositive power for 11,420,515 shares of the Issuer Common Stock.

(c) During the past sixty (60) days MTI has sold shares of Common Stock of the Issuer, in open market transactions, as follows:

Date

Number of shares

Price per share

Date

Number of shares

Price per share

04/02/02

15,000

$10.4400

04/26/02

2,000

$11.1550

04/03/02

5,000

$10.5500

04/29/02

3,200

$10.2744

04/04/02

5,000

$10.5600

04/30/02

20,800

$10.3555

04/05/02

5,000

$10.1650

05/01/02

9,000

$10.7427

04/08/02

5,000

$10.5050

05/02/02

5,000

$10.8587

04/09/02

5,000

$10.3950

05/03/02

3,000

$10.3543

04/10/02

5,000

$10.4850

05/06/02

6,000

$10.2097

04/11/02

5,000

$10.1750

05/07/02

3,500

$10.0093

04/12/02

5,000

$10.1250

05/08/02

2,500

$9.7206

04/15/02

10,000

$10.0550

05/08/02

3,600

$9.9203

04/16/02

30,000

$10.5379

05/09/02

2,400

$9.8650

04/17/02

11,000

$10.9886

05/09/02

5,000

$9.6241

04/18/02

3,000

$10.6850

05/10/02

5,000

$9.4933

04/19/02

3,000

$10.7050

05/13/02

2,000

$9.4574

04/22/02

23,000

$11.1962

05/13/02

2,000

$9.4574

04/23/02

26,000

$11.6269

05/14/02

9,300

$10.4822

04/24/02

19,000

$12.0850

05/14/02

1,500

$10.6750

04/25/02

10,000

$11.8450

 

 

 

 

 

 

No other Control Person has purchased or sold any shares of Plug Power Common Stock.

(d) Not applicable.

(e) Not applicable.

 

 

 

 

 

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, correct and complete.

 

 

Dated: May 15, 2002

Mechanical Technology Incorporated

 

 

s/Cynthia A. Scheuer

By: Cynthia A. Scheuer

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