sc13d

-----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, WT8HcZzHXUzC71y70N2lXe8w6W4F5QmHk8JvzlMloe39VgBZFf+udunx93pSmM+D em+z6gt3Jpltrwzxow8fig== 0000950133-03-000053.txt : 20030114 0000950133-03-000053.hdr.sgml : 20030114 20030109113439 ACCESSION NUMBER: 0000950133-03-000053 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20030109 GROUP MEMBERS: PERSEUS CAPITAL, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEACON POWER CORP CENTRAL INDEX KEY: 0001103345 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 043372365 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60669 FILM NUMBER: 03508727 BUSINESS ADDRESS: STREET 1: 234 BELKARDVATE ST CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 9786612036 MAIL ADDRESS: STREET 1: 234 BELKARDVATE ST CITY: WILMINGTON STATE: MA ZIP: 01887 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEARL FRANK H CENTRAL INDEX KEY: 0000927752 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2099 PENNSYLVANIA AVENUE NW STREET 2: SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2024520101 MAIL ADDRESS: STREET 1: 2099 PENNSYLVANIA AVENUE NW STREET 2: SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20003 SC 13D 1 w82378sc13d.htm SCHEDULE 13D sc13d


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

Beacon Power Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

073677 10 6

(CUSIP Number)

Kenneth M. Socha, Esq.
Perseus Capital, L.L.C.
2099 Pennsylvania Avenue, Suite 900
Washington, D.C. 20006
(202) 452-0101

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

December 30, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).


	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1746 (03-00)


CUSIP No. 073677 10 6	SCHEDULE 13D

1. Name of Reporting Person: Perseus Capital, L.L.C.

I.R.S. Identification No. of above person (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

3. SEC Use Only

4. Source of Funds (See Instructions): OO

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

6. Citizenship or Place of Organization: Delaware


Number of	7.	Sole Voting Power:	16,014,944*
Shares
Beneficially	8.	Shared Voting Power:	0
Owned by
Each	9.	Sole Dispositive Power:	16,014,944*
Reporting
Person With	10.	Shared Dispositive Power:	0



11.	Aggregate Amount Beneficially Owned by Each Reporting Person:	16,014,944*


12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)


13.	Percent of Class Represented by Amount in Row (11):	33.8%**


14.	Type of Reporting Person (See Instructions):	OO

* Pursuant to Rule 13d-3, Determination of Beneficial Owner, this number represents the maximum number of Common Shares that the Reporting Person could beneficially own, assuming exercise in full of the Warrants (collectively such Common Shares, the “Beacon Shares”) (see Items 1 and 3 below).

** Represents the percentage obtained by dividing (i) the number of Beacon Shares by (ii) the sum of (a) the number of Common Shares outstanding as of November 11, 2002 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 13, 2002 and (b) the number of Warrant Shares. (see Items 1 and 3 below)


CUSIP No. 073677 10 6	SCHEDULE 13D

1. Name of Reporting Person: Frank H. Pearl

(in capacity described herein)

I.R.S. Identification Nos. of above person (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

(b)

3. SEC Use Only

4. Source of Funds (See Instructions): AF

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

6. Citizenship or Place of Organization: United States


Number of	7.	Sole Voting Power:
Shares
Beneficially	8.	Shared Voting Power:	16,014,944*
Owned by
Each	9.	Sole Dispositive Power:
Reporting
Person With	10.	Shared Dispositive Power:	16,014,944*



11.	Aggregate Amount Beneficially Owned by Each Reporting Person:	16,014,944*


12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)


13.	Percent of Class Represented by Amount in Row (11):	33.8%**


14.	Type of Reporting Person (See Instructions):	IN


CUSIP No. 073677 10 6	SCHEDULE 13D

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.01 per share (the “Common Shares”), of Beacon Power Corporation, a Delaware corporation (“Beacon” or the “Issuer”). The principal executive offices of Beacon are located at 234 Ballardvale Street, Wilmington, Massachusetts 01887-1032. This Statement is being filed by the Reporting Persons (as defined below) to report the ownership by Perseus Capital, L.L.C. of equity securities, and equity securities exercisable for, more than 5% of the Common Shares of the Issuer, and, as a result of such ownership, each of the Reporting Persons may be deemed the beneficial owner of more than 5% of the Common Shares of the Issuer.

Item 2. Identity and Background

(a), (b), (c) and (f). This Statement is being filed on behalf of the following persons (collectively the “Reporting Persons”):

(i) Perseus Capital, L.L.C., a Delaware limited liability company (“Perseus Capital”); and

(ii) Mr. Frank H. Pearl (“Mr. Pearl”).

Perseus Capital was formed to engage in the acquiring, holding and disposing of investments in various businesses.

Mr. Pearl is the Chairman of Perseus, L.L.C., a Delaware limited liability company. Mr. Pearl controls Perseus, L.L.C., which was formed to engage in the acquiring, holding, disposing and management of various forms of investments in various businesses, and which, through certain subsidiary entities, controls Perseus Capital. Mr. Pearl is a United States citizen. Mr. Pearl has been included as a Reporting Person in this Statement solely because of his control of Perseus Capital.

The business address of Perseus Capital and Mr. Pearl is 2099 Pennsylvania Avenue, N.W., Suite 900, Washington, DC 20006.

(d) During the last five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither Reporting Person has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violations with respect to such laws.


CUSIP No. 073677 10 6	SCHEDULE 13D

Item 3. Source and Amount of Funds or Other Consideration

11,604,147 of the 16,014,944 Beacon Shares (the “Pre-IPO Shares”) were acquired by Perseus Capital in various transactions effected prior to the Issuer’s November 2000 initial public offering, and consist of 7,091,554 are Common Shares and warrants (the “Warrants”) to purchase an additional 4,512,593 Common Shares (the “Warrant Shares”).*** Pursuant to Rule 13d-1, the Reporting Persons previously reported beneficial ownership of the Pre-IPO Shares on a Schedule 13G. The remaining 4,410,797 Beacon Shares were acquired by Perseus Capital pursuant to a Securities Purchase Agreement, dated as of December 30, 2002 (the “Purchase Agreement,” a copy of which is attached hereto as Exhibit 1 and incorporated by reference herein), by and between Perseus Capital and Mechanical Technology Incorporated, a New York corporation (“MTI”). Pursuant to the Purchase Agreement, MTI sold to Perseus Capital, and Perseus Capital acquired from MTI, 4,410,797 Common Shares (the “Purchased Shares”) for an aggregate price of $310,000. (The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the actual Purchase Agreement attached hereto as Exhibit 1 and incorporated by reference herein.)

The source of the purchase prices for the Pre-IPO Shares and the Purchased Shares was capital contributions from the members of Perseus Capital (see Item 4 below).

Item 4. Purpose of Transaction

Except as disclosed herein, the Reporting Persons have acquired the Beacon Shares and are holding them for investment purposes only.

Although two employees of Perseus Capital currently serve on the Board of Directors of the Issuer and Perseus Capital beneficially owns approximately 33.8% of the outstanding Common Shares of the Issuer, Perseus Capital has no specific plans with respect to the Issuer or its investment in the Beacon Shares other than to exert influence on the Issuer typical of a significant stockholder. Depending upon Perseus Capital’s evaluation of the Issuer’s business and prospects, and upon future developments (including, but not limited to, the market value of the Common Shares, availability of funds, alternative uses of funds, and money, stock market and general economic conditions), Perseus Capital may from time to time acquire additional securities of the Issuer by exercising all or a portion of the Warrants or otherwise purchasing additional Common Shares or other securities of the Issuer, dispose of all or a portion of the Beacon Shares, or cease to acquire or purchase any Common Shares or other securities of the Issuer. Any purchase of Common Shares or other securities of the Issuer (other than acquisitions pursuant to exercise of the Warrants) may be in open market or privately negotiated transactions or otherwise.

***

Details of these pre-IPO transactions are reported in the Issuer’s Registration Statement on Form S-1, No. 333-43386, filed with the SEC on November 16, 2000.


CUSIP No. 073677 10 6	SCHEDULE 13D

Perseus Capital or its affiliates may present to the Issuer proposals regarding possible investments in other energy-related businesses, including businesses in which Perseus Capital or its affiliates may have an equity or other interest. Any such proposed investments would require the prior approval of the Issuer’s Board of Directors.

Except as described herein, neither of the Reporting Persons has formulated any plans, proposals or otherwise that relate to or would otherwise result in any matter required to be disclosed pursuant to paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) Each of the Reporting Persons may be deemed to beneficially own an aggregate of 16,014,944 Common Shares, which, based on calculations made in accordance with Rule 13d-3 and there being 42,812,897 Common Shares outstanding on November 11, 2002, as disclosed by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 13, 2002, represents approximately 33.8% of the Issuer’s outstanding Common Shares.

(b) (i) Perseus Capital may be deemed to have sole power to direct the voting and disposition of the 16,014,944 Beacon Shares beneficially owned by Perseus Capital.

(ii) By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Statement, Mr. Pearl may be deemed to have the power to direct the voting and disposition of the 16,014,944 Beacon Shares beneficially owned by Perseus Capital.

(c) Except for the acquisition of the Purchased Shares described in Item 3 of this Statement, neither Reporting Person nor, to the best knowledge of each Reporting Person, any party identified in Item 2 of this Statement, have effected a transaction in Common Shares of the Issuer during the past 60 days.

(d) The members of Perseus Capital have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Beacon Shares held for the account of Perseus Capital in accordance with their membership interests in Perseus Capital.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described in this Statement and as set forth in the Purchase Agreement, a copy of which is attached hereto as Exhibit 1 and incorporated by reference herein, to the best knowledge of each Reporting Person, there exist no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons


CUSIP No. 073677 10 6	SCHEDULE 13D

named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.


CUSIP No. 073677 10 6	SCHEDULE 13D

Item 7. Material to be Filed as Exhibits

Exhibit 1. Securities Purchase Agreement, dated as of December 30, 2002, by and between MTI and Perseus Capital (without exhibit).

Exhibit 2. Joint Filing Agreement, dated as of January 7, 2003, by and between Perseus Capital and Mr. Pearl.

Exhibit 3. Power of Attorney, dated as of January 2, 2003, by Mr. Pearl.


CUSIP No. 073677 10 6	SCHEDULE 13D

SIGNATURES

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.

FRANK H. PEARL

Date: January 7, 2003 /s/ FRANK H. PEARL by K.M.S.

Name: Frank H. Pearl

PERSEUS CAPITAL, L.L.C.

Date: January 7, 2003                              By: /s/ KENNETH M. SOCHA
       Name: Kenneth M. Socha
       Title:   Senior Managing Director

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) EX-1 3 w82378exv1.htm EXHIBIT 1 exv1

EXHIBIT 1

SECURITIES PURCHASE AGREEMENT

Between

MECHANICAL TECHNOLOGY INCORPORATED

And

PERSEUS CAPITAL, L.L.C.

For the purchase of 4,410,797 shares of

BEACON POWER CORPORATION

December 30, 2002

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 30, 2002, between Mechanical Technology Incorporated, a New York corporation (the “Company”) and Perseus Capital, L.L.C. (the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to sell 4,410,797 shares of Beacon Power Corporation (“Beacon”) $0.01 par value common stock (the “Shares”) to Purchaser and Purchaser desires to purchase the Shares from the Company.

NOW THEREFORE, in consideration of the promises and mutual covenants and agreements hereinafter, the Company and the Purchaser hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE SECURITIES

1.1 Purchase and Sale. Subject to the terms and conditions set forth herein, the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company the Shares. The aggregate purchase price of the Shares shall be Three Hundred and Ten Thousand Dollars ($310,000). The closing of the purchase and sale of the Shares shall take place by facsimile and overnight courier, immediately following the execution hereof (“Closing”). At the Closing:

a. Each of the Company and Purchaser shall execute this Agreement by facsimile, which shall constitute valid execution of this Agreement.

b. The Purchaser shall wire transfer Three Hundred Ten Thousand Dollars ($310, 000) in cash to the Company as follows: ABA number , Key Bank, N.A. Operating Account Number , with payment detail “Perseus to MTI”.

c. The Company shall deliver to Purchaser certificates representing the Shares, and an executed stock power to transfer the shares, via Federal Express. Attached, as Exhibit A, is a table of the share certificates and the number of shares that shall be transferred to Purchaser.


CUSIP No. 073677 10 6	SCHEDULE 13D

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1 Representations, Warranties and Agreements of the Company. The Company hereby makes the following representations and warranties to the Purchaser:

a. Authorization; Enforcement. The Company is a corporation duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with the requisite power and authority, corporate or otherwise, to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. The sale by the Company of the Shares hereunder has been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity.

b. Delivery of Title: The Company is the holder of record and the sole beneficial owner of the Shares and the Company is assigning, transferring and delivering the Shares to Purchaser free and clear of all claims, liens, options, charges, agreements, encumbrances and security interests.

c. Broker’s Fees. No fees or commissions or similar payments with respect to the transactions contemplated by this Agreement have been paid or will be payable by the Company to any broker, financial advisor, finder, investment banker, or bank.

d. No Violations or Breaches. Performance of this Agreement and compliance with the provisions hereof will not violate any provision of any applicable law or of the Certificate of Incorporation or By-laws of the Company, or of any of its subsidiaries, and, will not conflict with or result in any material breach of any of the terms, conditions or provisions of, or constitute a material default under, or result in the creation or imposition of any material lien, charge or encumbrance upon, any of the properties or assets of the Company, or of any of its subsidiaries, pursuant to the terms of any indenture, mortgage, deed of trust or other agreement or instrument binding upon the Company, or any of its subsidiaries..

e. Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Shares or the Company’s right to transfer the Shares.

2.2 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as follows:

a. Organization; Authority. The Purchaser is a Limited Liability Company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation with the requisite power and authority, corporate or otherwise, to enter into and to


CUSIP No. 073677 10 6	SCHEDULE 13D

consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. The purchase by the Purchaser of the Shares has been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity.

b. Investment Intent. The Purchaser is acquiring the Shares for its own account and not with a present view to or for distributing or reselling the Shares or any part thereof or interest therein in violation of the Securities Act of 1933, as amended, or other applicable securities laws or regulations; provided, however, that by making the representations herein, the Purchaser does not agree to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with the Securities Act of 1933, as amended, or other applicable securities laws or regulations.

c. Purchaser Status. At the time the Purchaser was offered the Shares (i) it was an “accredited investor” as defined in Rule 501 under the Securities Act of 1933, as amended; and (ii) the Purchaser, either alone or together with its representatives, had and will have such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares.

d. Broker’s Fees. No fees or commissions or similar payments with respect to the transactions contemplated by this Agreement have been paid or will be payable by the Purchaser to any broker, financial advisor, finder, investment banker, or bank. The Company shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this Section.

ARTICLE III

MISCELLANEOUS

3.1 Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.

3.2 Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile, provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party (if received by 7:00 p.m. EST where such notice is received) or the first business day following such delivery (if received after 7:00 p.m. EST where such notice is received); or (iii) one business day after deposit with a nationally recognized


CUSIP No. 073677 10 6	SCHEDULE 13D

overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:
        Mechanical Technology Incorporated
        431 New Karner Road
        Albany, NY 12205
        Telephone: (518) 533-2200
        Facsimile: (518) 533-2201
        Attention: President

If to Purchaser:
        Perseus Capital, L.L.C.
        2099 Pennsylvania Avenue, N.W., 9th Floor
        Washington, D.C. 20006
        Tel. (202) 452-0101
        Fax (202) 429-0588
        Attention: Kenneth M. Socha

Each party shall provide written notice to the other party of any change in address or facsimile number in accordance with the provisions hereof.

3.3 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by any other person.

3.4 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof.

3.5 Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

3.6 Survival of Representations and Warranties: The representations and warranties of each of the Company and the Purchaser made in this Agreement shall survive the Closing for a period of twelve months, except for the representations and warranties of the Company set forth in Section 2.1(a) and (b) which shall survive indefinitely.

3.7 Material Information Acknowledgement. The Company hereby acknowledges and agrees that (i) immediately prior to this transaction each of the Company and the Purchaser is a substantial stockholder of Beacon; (ii) the Purchaser has one or more representatives serving on


CUSIP No. 073677 10 6	SCHEDULE 13D

the Board of Directors of Beacon; and (iii) the Purchaser may have had access to and knowledge of material nonpublic information regarding Beacon, its financial condition, results of operations, businesses, properties, assets, liabilities, management, projections, appraisals, plans, prospects, and proposals. The Company further acknowledges and agrees that in deciding to sell the Shares to the Purchaser it took into account the facts set forth in the immediately preceding sentence and fully factored such matters into the price and terms it is willing to accept in payment for the Shares. In deciding to sell the Shares to the Purchaser and in consummating such sale, the Company acknowledges that the Purchaser (including its affiliates) may have knowledge of material nonpublic information, and is not relying upon any obligation or duty of the Purchaser or any of its affiliates to disclose to the Company any material nonpublic information of which it may have knowledge or any analysis or opinions derived therefrom. To the maximum extent permitted by applicable law, the Company (on its own behalf and on behalf of its affiliates) hereby waives and releases any claims, causes of action or other rights that it may have or may in the future have against the Purchaser or any of its affiliates arising out of the fact that the Purchaser or any of its affiliates has access to or knowledge of any material nonpublic information regarding any of the matters described above, or the failure of the Purchaser or any of its affiliates to disclose any such information or any analyses or opinions derived therefrom to the Company in connection with the sale of the Shares by the Company to the Purchaser. The Company hereby represents and warrants to the Purchaser that the Company is a sophisticated investor, that it has consulted with experienced legal counsel in connection with the execution and delivery of this Agreement and in connection with its decision to sell the Shares to the Purchaser on the terms set forth herein, and that it has made a fully informed business and investment decision in executing and delivering this Agreement and in making such sale.

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized persons as of the date first indicated above.

MECHANICAL TECHNOLOGY INCORPORATED

By: /s/ CYNTHIA A. SCHEUER
        Name: Cynthia A. Scheuer
        Title:   VP and Chief Financial Officer

PERSEUS CAPITAL, L.L.C.

By: /s/ KENNETH M. SOCHA
       Name: Kenneth M. Socha
       Title:   Senior Managing Director

5 EX-2 4 w82378exv2.htm EXHIBIT 2 exv2

EXHIBIT 2

JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this agreement is attached as Exhibit 2, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of the undersigned.

This agreement may be executed in one or more counterparts.

Dated: January 7, 2003

FRANK H. PEARL

/s/ FRANK H. PEARL by K.M.S.
Name: Frank H. Pearl

PERSEUS CAPITAL, L.L.C.

By: /s/ KENNETH M. SOCHA
       Name: Kenneth M. Socha
       Title:   Senior Managing Director

EX-3 5 w82378exv3.htm EXHIBIT 3 exv3


CUSIP No. 073677 10 6	SCHEDULE 13D

EXHIBIT 3

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, I hereby constitute and appoint Kenneth M. Socha (the “Agent”) my true and lawful attorney-in-fact and agent for and in my name, place and stead, in any and all capacities, to sign any and all filings required to be made by me pursuant to Section 13(d), Section 13(g) or Section 16 of the Securities Exchange Act of 1934, as amended, relating to Perseus Capital, L.L.C.’s investments in Beacon Power Corporation and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission. I hereby further grant to the Agent full power and authority to do and perform each and every act and thing requisite and necessary, in the judgment of the Agent, to be done in connection with any such signing and filing, as full to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said Agent may lawfully do or cause to be done by virtue hereof.


Signature		Date

/s/ FRANK H. PEARL FRANK H. PEARL		January 2, 2003

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1.	Name of Reporting Person:	Perseus Capital, L.L.C.
	I.R.S. Identification No. of above person (entities only):


2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)

3.	SEC Use Only


4.	Source of Funds (See Instructions):	OO


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


6.	Citizenship or Place of Organization:	Delaware



1.	Name of Reporting Person:	Frank H. Pearl
	(in capacity described herein)
	I.R.S. Identification Nos. of above person (entities only):


2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)

3.	SEC Use Only


4.	Source of Funds (See Instructions):	AF


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


6.	Citizenship or Place of Organization:	United States


	(i) Perseus Capital, L.L.C., a Delaware limited liability company (“Perseus Capital”); and

	(ii) Mr. Frank H. Pearl (“Mr. Pearl”).

Date: January 7, 2003	/s/ FRANK H. PEARL by K.M.S.
	Name: Frank H. Pearl