-----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, OVEKNj00I+dqAivkk0f/iMHgdt4XTsakzkcLdBLpRIfa2V/MdpypQEoSXRcgMSct 1d5QA6+C70oF4K0dSr3ZeA== 0001005150-03-002031.txt : 20031223 0001005150-03-002031.hdr.sgml : 20031223 20031223111643 ACCESSION NUMBER: 0001005150-03-002031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DISTRIBUTED ENERGY SYSTEMS CORP CENTRAL INDEX KEY: 0001261482 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 200177690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79414 FILM NUMBER: 031069826 BUSINESS ADDRESS: STREET 1: 10 TECHNOLOGY DR CITY: WALLINGFORD STATE: CT ZIP: 06492 BUSINESS PHONE: 2036782000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAW ROBERT W JR CENTRAL INDEX KEY: 0001054116 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6110 EXECUTIVE BOULEVARD STREET 2: SUITE 1040 CITY: ROCKVILLE STATE: MD ZIP: 20852 BUSINESS PHONE: 3018812555 MAIL ADDRESS: STREET 1: 6110 EXECUTIVE BOULEVARD STREET 2: SUITE 1040 CITY: ROCKVILLE STATE: MD ZIP: 20852 SC 13D 1 sch13d.txt SCHEDULE 13D ------------------------- OMB APPROVAL ------------------------- UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires December 31, 2005 WASHINGTON, D.C. 20549 Estimated average burden hours per response.... 11 SCHEDULE 13D ------------------------- UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Distributed Energy Systems Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 25475V104 ------------------------------------------------------------- (CUSIP Number) Robert W. Shaw, Jr. Arete Corporation P.O. Box 1299 Center Harbor, NH 03226 (603) 253-9797 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 10, 2003 ------------------------------------------------------------- (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 ss.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). CUSIP No. 25475V104 Page 2 of 14 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Robert W. Shaw, Jr. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 5,880,803 (1) NUMBER OF ------------------------------------------------------------- 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 shares ------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 5,880,803 (1) REPORTING ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,880,803 shares (1) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- (1) Includes 52,000 shares issuable upon exercise of options within 60 days of September 30, 2003 and 1,083,031 shares issuable upon exercise of warrants. CUSIP No. 25475V104 Page 3 of 14 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Micro-Generation Technology Fund, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 shares NUMBER OF ------------------------------------------------------------- 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 shares -------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 shares REPORTING -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- CUSIP No. 25475V104 Page 4 of 14 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Utech Climate Challenge Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 shares NUMBER OF ------------------------------------------------------------- 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 shares ------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 shares REPORTING ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- CUSIP No. 25475V104 Page 5 of 14 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Arete Venture Investors II Limited Partnership. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 shares NUMBER OF ------------------------------------------------------------- 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 shares ------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 shares REPORTING ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- CUSIP No. 25475V104 Page 6 of 14 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Utech LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 shares NUMBER OF ------------------------------------------------------------- 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 shares ------------------------------------------------------------- OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 shares REPORTING ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- CUSIP No. 25475V104 Page 7 of 14 Item 1. Security and Issuer. This statement relates to the common stock, $.01 par value (the "Common Stock"), of Distributed Energy Systems Corp. (the "Issuer") having its principal executive office at 10 Technology Drive, Wallingford, CT 06492. Item 2. Identity and Background. This statement is being filed by Dr. Robert W. Shaw, Jr. ("Dr. Shaw"), Micro-Generation Technology Fund, LLC ("MG"), Utech Climate Challenge Fund L.P. ("Climate Challenge"), Utech LLC, ("Utech") and Arete Venture Investors II Limited Partnership ("AVI") (each a "Reporting Person" and collectively the "Reporting Persons").
Item 2(a) Item 2(b) Item 2(c) - --------- --------- --------- Citizenship or Place Name of Person Filing Address of Organization - --------------------- ------- --------------- Robert W. Shaw, Jr. c/o Arete Corporation United States citizen P.O. Box 1299 Center Harbor, NH 03226 MG c/o Arete Corporation Delaware P.O. Box 1299 Center Harbor, NH 03226 Climate Challenge c/o Arete Corporation Delaware P.O. Box 1299 Center Harbor, NH 03226 Utech c/o Arete Corporation Delaware P.O. Box 1299 Center Harbor, NH 03226 AVI c/o Arete Corporation Delaware P.O. Box 1299 Center Harbor, NH 03226
Dr. Shaw is (i) the President of Arete Corporation, which is the manager of MG and Utech, (ii) the managing member of the general partner of Climate Challenge, and (iii) the general partner of AVI. In such capacities, he has sole dispositive power with respect to the shares of Common Stock held by MG, Climate Challenge, Utech and AVI. Dr. Shaw, therefore, may be deemed the beneficial owner of the shares of Common Stock directly owned by Climate Challenge, Utech and AVI. Dr. Shaw disclaims this beneficial ownership. The principal business of each of MG, Climate Challenge, Utech and AVI is to make investments. During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. CUSIP No. 25475V104 Page 8 of 14 Item 3. Source and Amount of Funds or Other Consideration. Dr. Shaw funded the purchase of his interests in the entities that own Common Stock from his personal funds. Each of the other Reporting Persons funded its purchases of Common Stock from its own working capital. Item 4. Purpose of Transaction. Each of the Reporting Persons acquired the Common Stock for investment purposes. Depending on market conditions, their continuing evaluation of the business and prospects of the Issuer and other factors, the Reporting Persons may dispose of or acquire additional shares of Common Stock. Except as set forth in this Schedule 13D, none of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) 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; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. On December 10, 2003, subsidiaries of the Issuer were merged into Proton Energy Systems, Inc. ("Proton") and Northern Power Systems, Inc. ("Northern"). At the time of the merger, (i) Dr. Shaw held of record 194,341 shares of common stock of Proton and options to purchase 52,000 shares of common stock that were exercisable within 60 days after September 30, 2003, CUSIP No. 25475V104 Page 9 of 14 (ii) MG held of record 76,316 shares of common stock of Proton, (iii) Fund II held of record 1,891,763 shares of common stock of Proton, and (iv) Climate Challenge held of record 1,534,620 shares of common stock of Proton, and (v) UVCC II Parallel Fund, L.P., a venture fund affiliated with Dr. Shaw, held of record 285,715 shares of common stock of Proton. In addition, (i) MG held of record 919,000 shares of preferred stock of Northern, (ii) UVCC Fund II, a venture fund affiliated with Dr. Shaw, held of record 633,405 shares of preferred stock of Northern, and (iii) Climate Challenge held of record 558,925 shares of preferred stock of Northern. In the merger, each share of outstanding common stock of Proton was converted into a share of Common Stock of the Issuer, and each share of outstanding common stock of Northern was converted into an amount of cash, a number of shares of Common Stock of the Issuer and warrants to purchase a number of shares of Common Stock of the Issuer in accordance with the formulas set forth in the merger agreement. The warrants have an exercise price of $2.80 per share and expire on December 10, 2006. In the merger. (i) MG received $4,005,108, 420,170 shares of Common Stock and warrants to purchase 471,412 shares of Common Stock in respect of its Northern preferred stock, (ii) AVI and Utech, in their capacities as partners of Fund II, received $279,946 and $2,372,458, respectively, 65,626 shares of Common Stock and 262,504 shares of Common Stock, respectively, and warrants to purchase 64,982 shares of Common Stock and 259,930 shares of Common Stock, respectively, in respect of Fund II's Northern preferred stock, and (iii) Climate Challenge received $2,374,086, 277,574 shares of Common Stock and warrants to purchase 286,707 shares of Common Stock in respect of its Northern preferred stock. Of the cash and Common Stock paid to Northern's stockholders in respect of their Northern shares, 15% was placed in escrow to secure indemnification obligations. On December 19, 2003, Parallel Fund distributed to its partners all 285,715 shares of Common Stock previously held by Parallel Fund. Of this amount, 21,144 shares were distributed to Dr. Shaw and 1,714 shares were distributed to his wife. Also on December 19, 2003, Fund II distributed to its partners all 1,891,763 shares of Common Stock previously held by Fund II. Of this amount, 272,500 shares were distributed to AVI and 1,619,263 shares were distributed to Utech. As a result of the above-described transactions, (i) Dr. Shaw holds of record 215,485 shares of Common Stock and options to purchase 52,000 shares of common stock that were exercisable within 60 days after September 30, 2003 and his wife holds of record 1,714 shares of Common Stock, CUSIP No. 25475V104 Page 10 of 14 (ii) MG holds of record 496,486 shares of Common Stock and a warrant to purchase 471,412 shares of Common Stock, (iii) Climate Challenge holds of record 1,812,194 shares of Common Stock and a warrant to purchase 286,707 shares of Common Stock, (iv) AVI holds of record 338,126 shares of Common Stock, and a warrant to purchase 64,982 shares of Common Stock, and (v) Utech holds of record 1,881,767 shares of Common Stock and a warrant to purchase 259,930 shares of Common Stock. Each of AVI and Utech anticipates that on or before March 31, 2004, it will begin to distribute to its partners or members, as the case may be, shares of Common Stock held by it which are not subject to lockup agreements or in escrow. The shares of Common Stock beneficially owned by the Reporting Persons represent an aggregate of 16.1% of the outstanding Common Stock of the Issuer. Such percentage is calculated based upon 35,349,517 shares of Common Stock outstanding as of December 10, 2003, as adjusted pursuant to Rule 13d-3(d) (1) promulgated under the Act. Except as set forth above, none of the Reporting Persons has effected any transaction in the Common Stock in the last 60 days. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Common Stock beneficially owned by any of the Reporting Persons. Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer. Each of MG, Climate Challenge, AVI and Utech have entered into a lockup agreement under which they have agreed not to offer, sell or otherwise dispose of the shares of Common Stock issued to them in the merger or upon exercise of warrants issued in the merger for a period of three months after closing of the merger with respect to 25% of such shares and six months after closing with respect to the remainder of such shares. Item 7. Material to be Filed as Exhibits. Exhibit 1 - Form of Lockup Agreement. Exhibit 2 - Agreement regarding filing of joint Schedule 13D. CUSIP No. 25475V104 Page 11 of 14 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 22, 2003 /s/ Robert W. Shaw, Jr. - ------------------------------------------- Robert W. Shaw, Jr. MICRO-GENERATION TECHNOLOGY FUND, LLC By: ARETE CORPORATION, Manager By: /s/ Robert W. Shaw, Jr. -------------------------------------------- Robert W. Shaw, Jr., President UTECH CLIMATE CHALLENGE FUND L.P. By: ARETE CLIMATE CHALLENGE PARTNERS, LLC By: /s/ Robert W. Shaw, Jr. --------------------------------------------------- Robert W. Shaw, Jr., Managing Member UTECH LLC By: ARETE CORPORATION, Manager By: /s/ Robert W. Shaw, Jr. -------------------------------------------- Robert W. Shaw, Jr., President ARETE VENTURE INVESTORS II LIMITED PARTNERSHIP By: /s/ Robert W. Shaw, Jr. -------------------------------------------- Robert W. Shaw, Jr., General Partner EX-1 3 ex1.txt EXHIBIT 1 CUSIP No. 25475V104 Page 12 of 14 EXHIBIT 1 --------- LOCKUP AGREEMENT ---------------- _____________________, 2003 Distributed Energy Systems Corp. Ten Technology Drive Wallingford, Connecticut 06492 Re: Acquisition of Northern Power Systems, Inc. by Distributed Energy Systems Corp. Ladies and Gentlemen: The undersigned is entitled to receive common stock ("Common Stock") and/or warrants or options to acquire Common Stock of Distributed Energy Systems Corp. (the "Company") pursuant to the Agreement and Plan of Contribution and Merger dated May 22, 2003, as amended, by and among Northern Power Systems, Inc. ("Northern"), Proton Energy Systems, Inc. ("Proton"), the Company, a wholly-owned subsidiary of Proton, and PES-1 Merger Sub, Inc. and PES-2 Merger Sub, Inc., wholly-owned subsidiaries of the Company (the "Merger Agreement"). The agreements of the undersigned herein are undertaken in connection with the Merger Agreement. The undersigned agrees for the benefit of the Company that the undersigned, without the prior written consent of the Company, will not directly or indirectly, make any offer, sale, assignment, transfer, encumbrance, contract to sell, grant of an option to purchase or other disposition of any Common Stock received by the undersigned pursuant to the Merger Agreement or pursuant to the exercise of any warrants or options received by the undersigned pursuant to the Merger Agreement (a) for a period of 90 days subsequent to the date of this letter agreement, with respect to 25% of such Common Stock, and (b) for a period of 180 days subsequent to the date of this letter agreement with respect to the remainder of such Common Stock, in each case other than Common Stock transferred as a gift or gifts or to members, limited partners or stockholders of the undersigned (provided that any transferee thereof agrees in writing to be bound by the terms hereof). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CUSIP No. 25475V104 Page 13 of 14 This letter agreement shall be binding on the undersigned and his, her or its respective successors, heirs, personal representatives and assigns. The undersigned agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of Common Stock subject to this letter agreement held by the undersigned except in compliance with this letter agreement. Very truly yours, INDIVIDUALS ENTITIES _________________________________ ___________________________________ [NAME AS IT APPEARS ON [NAME AS IT APPEARS ON STOCK CERTIFICATE(S)] STOCK CERTIFICATE(S)] _________________________________ By:________________________________ [SIGNATURE #1] [SIGNATURE] _________________________________ Name:______________________________ [SIGNATURE # 2 (IF APPLICABLE)] [PRINTED NAME] Title:_____________________________ [PRINTED TITLE] Please sign exactly as name appears on your Northern preferred stock certificate(s). When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership or other entity, please sign in partnership or other entity name by authorized person. EX-2 4 ex2.txt EXHIBIT 2 CUSIP No. 25475V104 Page 14 of 14 EXHIBIT 2 --------- AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Evergreen Solar, Inc. EXECUTED this 22nd day of December, 2003. /s/ Robert W. Shaw, Jr. - --------------------------------------------- Robert W. Shaw, Jr. MICRO-GENERATION TECHNOLOGY FUND, LLC By: ARETE CORPORATION, Manager By: /s/ Robert W. Shaw, Jr. ------------------------------------ Robert W. Shaw, Jr., President UTECH CLIMATE CHALLENGE FUND L.P. By: ARETE CLIMATE CHALLENGE PARTNERS, LLC By: /s/ Robert W. Shaw, Jr. ------------------------------------ Robert W. Shaw, Jr., Managing Member UTECH LLC By: ARETE CORPORATION, Manager By: /s/ Robert W. Shaw, Jr. -------------------------------------------- Robert W. Shaw, Jr., President ARETE VENTURE INVESTORS II LIMITED PARTNERSHIP By: /s/ Robert W. Shaw, Jr. -------------------------------------------- Robert W. Shaw, Jr., General Partner -----END PRIVACY-ENHANCED MESSAGE-----