-----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, UGKZzTk6yoTJIWuY1RnkJ92g3TcqbcpoaKapv8rJ8E/ih/NbRGLxIUUZFKNnvEpS jPpjQAho4N9iPFVbKB9TUw== 0000927016-02-003692.txt : 20030314 0000927016-02-003692.hdr.sgml : 20030314 20020722170938 ACCESSION NUMBER: 0000927016-02-003692 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020722 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL POWER CORP CENTRAL INDEX KEY: 0000805012 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 042782065 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39155 FILM NUMBER: 02707971 BUSINESS ADDRESS: STREET 1: 500 MARKET ST STREET 2: STE 1E CITY: PORTSMOUTH STATE: NH ZIP: 03801 BUSINESS PHONE: 6034311780 MAIL ADDRESS: STREET 1: 500 MARKET ST STREET 2: STE 1E CITY: PORTSMOUTH STATE: NH ZIP: 03801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRANT BENJAMIN J CENTRAL INDEX KEY: 0001156298 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7553 GARTNER RD CITY: EVERGREEN STATE: CO ZIP: 80439 BUSINESS PHONE: 3033849402 MAIL ADDRESS: STREET 1: 7553 GARTNER RD CITY: EVERGREEN STATE: CO ZIP: 80439 SC 13D/A 1 dsc13da.txt AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 2) Environmental Power Corporation -------------------------------- (Name of Issuer) Common Stock, $.01 par value -------------------------------- (Title of Class of Securities) 29406-L-10-2 -------------------------------- (CUSIP Number) Steven I. Himelstein, Esq. Dorsey & Whitney LLP 250 Park Avenue New York, New York 10077 (212) 415-9200 ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 11, 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. [_] (Continued on following pages) (Page 1 of 9 Pages) Page 2 of 9 SCHEDULE 13D CUSIP No. 29406-L-2 - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Benjamin Brant - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 N/A - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 2,374,772 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 2,374,772 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,374,772 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 12 N/A - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 11.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------------------------------------------------------------------------ Page 3 of 9 SCHEDULE 13D CUSIP No. 29406-L-2 This Amendment No. 2 to Schedule 13D is being filed by Benjamin Brant to amend the Schedule 13D (the "Schedule 13D") originally filed by Mr. Brant on August 2, 2001, as amended by Amendment No. 1 filed on May 13, 2002. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Schedule 13D. Item 4. Purpose of Transaction. Item 4 of Schedule 13D is hereby amended by adding the following before the final paragraph of such Item: "On July 11, 2002, the Company entered into a Letter Agreement with Mr. Brant (the "Letter Agreement") permitting the Company and/or its designee(s) to exercise the remaining portion of the option under the Option Agreement during a 60 day period ending September 9, 2002 (the "Special Period") at a reduced exercise price of $0.25 per share provided that the exercise is for at least one million of the 1,621,706 remaining option shares. Mr. Brant also agreed that an additional 50,000 shares he owns (which are among the shares subject to the Standstill) would be the subject to the option during the Special Period. Accordingly, during the Special Period the Company has an option to repurchase between 1,000,000 and 1,671,706 shares of Common Stock from Mr. Brant at a price of $0.25 per share. The foregoing descriptions of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, which is attached hereto as Exhibit 8 and is incorporated herein by reference." Item 5. Interest in Securities of the Issuer: Items 5(a) and 5(c) are amended to read as follows: "(a) Mr. Brant may be deemed to own beneficially 2,374,772 shares of Common Stock as of July 22, 2002, including 1,621,706 remaining shares subject to the option in favor of the Company under the Option Agreement and 753,066 shares subject to the Standstill under the Option Agreement (of which 50,000 shares are subject to an option in favor of the Company during the Special Period). The shares beneficially owned by Mr. Brant represent 11.9% of the class based on the 19,873,359 shares of the Company's Common Stock outstanding as of July 22, 2002. The number of outstanding shares is calculated by subtracting from the 19,934,139 shares of Common Stock reported to be outstanding as of May 14, 2002 in the Company's Form 10-Q filed for the period ending March 31, 2002, 60,780 shares purchased by the Company's exercises pursuant to the Option Agreement since the filing of Amendment No. 1 hereto. The shares acquired by the Company from Mr. Brant are being held by the Company as treasury shares and, therefore, are deemed issued but not outstanding. Mr. Brant is a party to the Stockholders' Agreement described in Item 4. Within the meaning of Rule 13(d)(5) under the Securities Exchange Act of 1934, as amended (the "Act"), the terms of the Stockholders' Agreement could be deemed to provide for an agreement among the parties thereto to act together for the purpose of voting and disposing of equity securities of the Company. Accordingly, the parties thereto could be deemed to be members of a "group" and could be deemed to be beneficial owners of all of the securities held by such group. Mr. Brant denies the existence of such a group and disclaims beneficial ownership of the securities held by any other person. As of the date hereof, to the best knowledge of Mr. Brant, the table below identifies all of the parties to the Stockholders' Agreement, in addition to Mr. Brant and the Company, and states their ownership interests in the Company as of July 22, 2002, based solely upon public filings. Page 4 of 9 ------------------------------ --------------- --------------- Percentage of Common Stock Common Stock Party to Stockholder Beneficially Beneficially Agreement Owned (1) Owned (1,2) ------------------------------ --------------- --------------- Joseph E. Cresci 4,732,848 23.8% ------------------------------ --------------- --------------- Donald A. Livingston 2,461,739 12.4% ------------------------------ --------------- --------------- George A. Kast 2,823,188 14.2% ------------------------------ --------------- --------------- Daniel J. Eastman 1,120,882(3) 5.5% ------------------------------ --------------- --------------- Steven J. Brunner 548,258 2.8% ------------------------------ --------------- --------------- John P. O'Shea 135,383 0.7% ------------------------------ --------------- --------------- Henry S. Krauss 22,564 0.1% ------------------------------ --------------- --------------- Frances Luskind and Henry Krauss, as Trustees of the Trust U/W/O Jessie Daniels FBO Frances Luskind 22,564 0.1% ------------------------------ --------------- --------------- Smithson Ventures Inc. Money Purchase Pension Plan DLJSC- Custodian FBO Deborah Salerno Trustee 45,128 0.2% ------------------------------ --------------- --------------- Amro International, S.A. 90,255 0.5% ------------------------------ --------------- --------------- Frank Kramer 90,255 0.5% ------------------------------ --------------- --------------- John J. Burke 451,241 2.3% ------------------------------ --------------- --------------- Hitel Group 45,128 0.2% ------------------------------ --------------- --------------- (c) On May 3, 2002, the Company exercised its option under the Option Agreement to purchase 120,000 shares of Common Stock owned by Mr. Brant. Pursuant to the Option Agreement, Mr. Brant also delivered 197,514 shares of Common Stock to the Company in satisfaction of certain guarantee obligations as described in - ------------------- 1 Section 13 of the Exchange Act deems a person to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days (including through the exercise or conversion of another security). Pursuant to Section 13, any shares of Common Stock not outstanding which are issuable within 60 days upon exercise or conversion of securities held by a person have been deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person but have not been deemed to be outstanding for the purpose of computing the percentage of the class by any other person. 2 Based on the 19,873,359 shares of Common Stock outstanding as of July 22, 2002, as calculated above in this Item 5(a). 3 This includes 389,872 shares of Common Stock which is issuable upon the exercise of the Warrant Mr. Eastman received in connection with the Exchange Agreement. Page 5 of 9 Item 4. On each of May 17, 2002, June 25, 2002 and July 12, 2002, the Company exercised its option under the Option Agreement to purchase 20,260 shares (or 60,780 shares in the aggregate)." Item 7. Material to be Filed as Exhibits: Item 7 is hereby amended to add the following at the end thereof: "8. Letter Agreement dated July 11, 2002 relating to the Stock Option and Right of First Refusal Agreement dated as of May 2, 2002, by and between the Company and Benjamin Brant." Page 6 of 9 SIGNATURE After reasonable inquiry to and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement by or about the undersigned is true, complete and correct. Date July 22, 2002 /s/ Benjamin Brant --------------------- Benjamin Brant EX-8 3 dex8.txt LETTER AGREEMENT DATED JULY 11, 2002 Page 7 of 9 EXHIBIT 8 July 11, 2002 Mr. Benjamin J. Brant 7553 S. Gartner Road Evergreen, CO 80439 Re: Stock Option and Right of First Refusal Agreement (the "Option Agreement") dated as of May 2, 2002 between Environmental Power Corporation ("EPC") and Benjamin J. Brant ("Brant") ------------------------------------------------- Dear Benjamin: Reference is made to the Option Agreement. Capitalized terms used in this letter agreement without definition shall have the definitions contained in the Option Agreement. EPC understands that Brant would like to encourage purchase of a substantial portion or all of the Option Shares over the short term and is willing to provide inducements therefor. On its part, EPC is interested in seeking to arrange for the purchase by EPC and/or designees of EPC of a substantial portion or all of the remaining Option Shares on the modified terms provided herein. This letter agreement confirms EPC's and Brant's agreement to the following terms: (a) During the sixty day period (the "Special Period") commencing on the date of Brant's agreement to the terms of this letter agreement, EPC and/or its designee(s) may exercise the Option to purchase between one million and all of the then remaining Option Shares at a reduced purchase price equal to $0.25 per Option Share. Furthermore, during the Special Period, Brant agrees that EPC and/or its designee(s), shall have an option (the "Standstill Option") to purchase 50,000 of the Standstill Shares at a price of $0.25 per share. During the Special Period, Brant shall not sell or otherwise transfer or encumber 50,000 of the Standstill Shares except pursuant to the exercise of the Standstill Option. (b) The exercise of the Option and the Standstill Option on the terms set forth in paragraph (a) above is conditioned on EPC and/or its designee(s) exercising the Option for at least one million of the then remaining Option Shares during the Special Period. (c) The parties agree that as of the date of the letter (giving effect to EPC's June 2002 exercise of the Option) there are 1,641,966 remaining Option Shares and 753,066 Standstill Shares. (d) Concurrently with the execution hereof, the parties shall furnish the Escrow Agent the joint written instruction attached hereto as Exhibit A. (e) To take advantage of the reduced exercise price during the Special Period, the Option shall be exercised by delivery of the exercise price for at least one million of the remaining Option Shares to the Escrow Agent by EPC and/or its designee(s). EPC and any designee(s) may coordinate separate exercises and payments which, in the aggregate, cover at least 1 million of the then remaining Option Shares. Furthermore, if EPC and/or its designees exercise the remaining Option in its entirety during the Special Period, EPC and/or its designee(s) may exercise the Standstill Option for up to 50,000 Standstill Shares by the tender of the exercise price for such Standstill Shares by EPC and/or its designees against delivery of the certificate therefore (accompanied by duly executed stock power(s)) by Brant. (f) EPC and Brant agree that in the event of the exercise of the Option in accordance with the terms provided in this letter agreement, they shall promptly give all appropriate instructions to the Escrow Agent and EPC's transfer agent to implement such exercises in accordance with the terms of this letter agreement. Page 8 of 9 (g) The Standstill Shares not subject to the Standstill Option remain subject to the Option Agreement in all respects. If the Option and Standstill Option are not exercised within the Special Period as provided herein, the Option Shares and 50,000 Standstill Shares shall continue to remain subject to the Option Agreement in all respects. (h) Except as modified hereby, the Option Agreement shall remain in full force and effect. Except to the extent inconsistent with the terms of this letter agreement, the provisions of the Option Agreement shall apply to this letter agreement as if set forth herein. (i) Brant acknowledges that EPC makes no representations as to the prospects of EPC and/or its designee(s) exercising the Option and/or the Standstill Option during the Special Period. (j) EPC's designee(s) shall be third party beneficiaries of this letter agreement. If the foregoing correctly sets forth our understanding, please acknowledge by signing below, whereupon this letter shall become a binding agreement. Very truly yours, ENVIRONMENTAL POWER CORPORATION By: ----------------------------- Agreed and Acknowledged: - ---------------------------------- Benjamin J. Brant Dated: July 11, 2002 Page 9 of 9 EXHIBIT A July 11, 2002 US Bank Corporate Trust Services 100 Wall Street, 16th Floor New York, NY 10005 Attn: Adam Berman Re: Environmental Power Corporation ("EPC")/Brant; Escrow Account No. 77095040 ---------------------------------------------- Dear Mr. Berman: The undersigned hereby give a Joint Written Direction under the Escrow Agreement among us dated May 3, 2002. Notwithstanding Schedule II to the Escrow Agreement, if during the period ending on September 9, 2002 (the "Special Period") EPC and/or its designee(s) (i) exercise the Option to purchase, in the aggregate, at least one million of the remaining shares of EPC Common Stock in escrow with you, the price for the exercise of such portion (equal to at least one million) of the remaining shares in escrow with you as to which EPC and/or its designee(s) have exercised the Option during the Special Period shall be reduced from $0.35 to $0.25 per share. For example, EPC and/or its designees could exercise the Option during the Special Period to purchase one million shares for $250,000 or 1,500,000 shares for $375,000. For exercise of less than one million of the remaining shares during the Special Period (i.e. a July monthly exercise for 20,260 shares) and for exercises after the Special Period, the $0.35 per share price shall apply. Thank you very much for your assistance. Very truly yours, ENVIRONMENTAL POWER CORPORATION By: --------------------------------- --------------------------------- Benjamin J. Brant -----END PRIVACY-ENHANCED MESSAGE-----