-----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, VAWoCuCu1l8vR1gd+zQtuiqCxb50EfD3kHrQNNrwx2MPytfsxGE2z9rxh+zL8wa1 mGjBYYwig35q9UU/KjDdBw== 0000950109-96-000070.txt : 19960105 0000950109-96-000070.hdr.sgml : 19960105 ACCESSION NUMBER: 0000950109-96-000070 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960104 SROS: NASD 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-39155 FILM NUMBER: 96500904 BUSINESS ADDRESS: STREET 1: 31 RAYNES AVE CITY: PORTSMONTH STATE: NH ZIP: 03801 BUSINESS PHONE: 6034311780 MAIL ADDRESS: STREET 1: 31 RAYNES AVE CITY: PORTSMONTH STATE: NH ZIP: 03801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIVINGSTON DONALD A CENTRAL INDEX KEY: 0001005578 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 009307980 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 250 MILLER AVE CITY: PORTSMOUTH STATE: NH ZIP: 03801 BUSINESS PHONE: 6034311780 MAIL ADDRESS: STREET 1: 250 MILLER AVE CITY: PORTSMOUTH STATE: NH ZIP: 03801 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 )* -------- Environmental Power Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 29406-L-10-2 -------------------------------------------- (CUSIP Number) Perez C. Ehrich, Esq. Dorsey & Whitney 350 Park Avenue, New York, NY 10022 212-415-9255 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 15, 1995 ---------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule 13D, and is filing this schedule because of Rule 13d-(b)(3) or (4), check the following box ____. Check the following box if a fee is being paid with the statement ____. A fee is not required only if the reporting person:(1) has a previous on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1: and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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). Page 1 of 7 Pages - ----------------------- --------------------- CUSIP NO. 29406-L-2 13D PAGE 2 OF 7 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donald A. Livingston - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* SC - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) N/A - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 2,524,639 NUMBER OF ----------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,524,639 PERSON ----------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,524,639 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N/A - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.86% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ Item 1. Security and Issuer: Common Stock, $.01 par value per share of ------------------- Environmental Power Corporation, a Delaware corporation (the "Company"). The address of the Company's principal executive office is 31 Raynes Avenue, Portsmouth, NH 03801. Item 2. Identity and Background: ----------------------- (a) Donald A. Livingston (b) Environmental Power Corporation 31 Raynes Avenue Portsmouth, NH 03801 (c) President and Director of Environmental Power Corporation, 31 Raynes Avenue, Portsmouth, NH 03801. The Company's principal business is the development and leasing of electricity generating plants utilizing waste coal incineration as the source of energy. (d) Criminal proceedings - none (e) Civil proceedings - none (f) Citizenship - Mr. Livingston is a United States citizen Item 3. Source and Amount of Funds or Other Consideration: This Amendment is ------------------------------------------------- being filed to report the exercise by Mr. Livingston of his options, granted in September 1992 under the Company's 1990 Stock Option Plan and granted in November 1993, to purchase, respectively, 763,244 shares of Common Stock for $.125 per share or an aggregate of $95,405.50 and 275,000 shares for $.625 per share or an aggregate of $171,875. Mr. Livingston paid the aggregate exercise price of $267,280.50 for these options by delivery of his promissory note in such amount. In addition, Mr. Livingston is owner of (i) an additional 1,150,000 shares of Common Stock which were acquired in July 1993 on exercise of options granted in 1987 and 1988 and options granted in January 1990 under the Company's 1990 Stock Plan, all at an exercise price of $.14 per share (for which he issued his promissory note in the principal amount of $161,000), (ii) an additional 297,178 shares of Common Stock which were awarded to him in November 1993 under the terms of a restricted stock agreement, the restrictions of which lapse in November 1996, and (iii) an additional 39,217 shares of Common Stock which were owned by Mr. Livingston prior to the time that the original Form 13D was filed on January 26, 1990. All shares of stock held by Mr. Livingston have been acquired with personal funds except for those shares referred to above acquired by issuance of promissory notes. Page 3 of 7 Item 4. Purpose of Transaction: Mr. Livingston is currently the holder of ---------------------- 4,687,618 shares of the outstanding Common Stock of The Company. Mr. Livingston has acquired all shares, including 275,000 shares reported in the Amendment, currently held by him for the purpose of investment. Item 5. Interest in Securities of the Issuer ------------------------------------ (a) Mr. Livingston may be deemed to own beneficially 2,524,639 shares of Common Stock as of December 15, 1995. The shares beneficially owned by Mr. Livingston represent 21.86% of the class, based on the 10,662,179 shares of Common Stock reported to be outstanding as of November 29, 1995 in the Company's Form 10-QA filed for the period ending September 30, 1995, less 498,100 shares acquired thereafter by the Company as treasury stock and an additional 1,383,244 shares issued thereafter (including 1,038,244 shares issued to Mr. Livingston). (b) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 2,524,639 (ii) shared power to vote or to direct the vote: 0 shares. (iii) sole power to dispose or to direct the disposition of: 2,524,639 shares (iv) shared power to dispose or to direct the disposition of: 0 shares. (c) No such transaction has occurred in the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities listed above. (e) Not applicable. Page 4 of 7 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect --------------------------------------------------------------------- to Securities of the Issuer: --------------------------- Mr. Livingston has pledged 39,217 shares of the Company's Common Stock to Wainwright Bank & Trust Company for the purpose of guaranteeing certain debts. The stock will be transferred upon default according to the terms of the pledge agreements. In addition to the foregoing pledge, Mr. Livingston has pledged an aggregate of 2,485,422 shares to the Company to secure his loans from the Company in connection with his exercise of employee stock options. Item 7. Material to be Filed as Exhibits: -------------------------------- Promissory Note [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Page 5 of 7 Pages SIGNATURE --------- After reasonable inquiry to and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 29, 1995 ---------------------------------- Date /s/ Donald A. Livingston ------------------------------------ Donald A. Livingston Page 6 of 7 Pages PROMISSORY NOTE AMOUNT: $267,280.50 DATE: DECEMBER 15, 1995 For value received, I, Donald A. Livingston, (the "Maker") an employee of Environmental Power Corporation, a Delaware corporation (the "Company"), hereby promise to pay the Company ON DEMAND the principal amount of Two Hundred Sixty Seven Thousand Two Hundred Eighty Dollars and 50/100 Cents ($267,280.50) with interest (computed on the basis of a 360 day year of twelve 30 day months) payable from the date hereof on the unpaid balance of such principal amount at the annual rate of 5.65%, such interest to be payable monthly. The interest payable on this Note shall not be less than applicable "Federal short-term rate" on the date hereof as defined in Section 1274(d) of the Internal Revenue Code of 1954, as amended. As security for payments to be made by the Maker pursuant to this Note, the Company shall retain custody of and a security interest in, the certificate or certificates representing 1,150,000 Shares of the Company's Common Stock, such security interest to lapse at such time as all of the obligations of the Maker under this Note have been satisfied in full or the Note has been canceled. The Company shall have full recourse against the Maker for collection and payment of the debt evidenced by this Note and may seek personal judgement against the Maker for payment of this Note. All or any part of the principal and accrued interest may be prepaid at anytime without the payment of any penalty or premium. In case any payment herein provided shall not be paid when due, the maker further promises to pay all costs at collection, including all attorney's fees. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and shall have the effect of a sealed instrument. The Maker and all endorsers and guarantors of this Note hereby waive presentment, demand, notice of nonpayment, protest and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of the Note. Maker /s/ Donald A. Livingston ---------------------------- Donald A. Livingston Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----