-----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, W0SZVZRrzJzULsoA62h8k8IfF9CFnRb/FdpUNyt1IQCVbXplWPJjK/PHs+TEIYRM aaWa3xYpnhYRFXjHgZlKxQ== 0000901719-03-000012.txt : 20031223 0000901719-03-000012.hdr.sgml : 20031223 20031223121442 ACCESSION NUMBER: 0000901719-03-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALENCE TECHNOLOGY INC CENTRAL INDEX KEY: 0000885551 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 770214673 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43562 FILM NUMBER: 031070060 BUSINESS ADDRESS: STREET 1: 301 CONESTOGA WAY CITY: HENDERSON STATE: NV ZIP: 89015 BUSINESS PHONE: 7025581000 MAIL ADDRESS: STREET 1: 301 CONESTOGA WAY CITY: HENDERSON STATE: NV ZIP: 89015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERG CARL E CENTRAL INDEX KEY: 0000901719 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 525760467 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BERG & BERG DEVELOPERS STREET 2: 10050 BANDLEY DRIVE CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4087250700 MAIL ADDRESS: STREET 1: C/O BERG & BERG DEVELOPERS STREET 2: 10050 BANDLEY DR CITY: CUPERTINO STATE: CA ZIP: 95014 SC 13D/A 1 valence13d122203.txt VALENCE 13D 12-22-03 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Valence Technology, Inc. ------------------------ (Name of Issuer) Common Stock, $0.001 par value ------------------------------ (Title of Class of Securities) 918914-10-2 ----------- (CUSIP Number) Carl E. Berg, 10050 Bandley Drive, Cupertino, California 95014; (408) 725-0700 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 22, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. |X| * The information required in 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. CUSIP No. 918914 10 2 13D Page 2 of 7 Pages - --------------------- ----------------- - --------- ---------------------------------------------------------------------- 1) Name of Reporting Person Carl E. Berg - --------- ---------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - --------- ---------------------------------------------------------------------- 3) SEC Use Only - --------- ---------------------------------------------------------------------- 4) Source of Funds Not Applicable - --------- ---------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) Not Applicable - --------- ---------------------------------------------------------------------- 6) Citizenship or Place of Organization United States of America - --------- ---------------------------------------------------------------------- Number of Shares 7) Sole Voting Power 2,252,512 ---------------------------------------------------- Beneficially Owned 8) Shared Voting Power 23,981,249 ---------------------------------------------------- by Each Reporting 9) Sole Dispositive Power 2,252,512 ---------------------------------------------------- Person with: 10) Shared Dispositive Power 23,981,249 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 26,233,761 - --------- ---------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_| (See Instructions) Not applicable - --------- ---------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 35.04% - --------- ---------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) IN - --------- ---------------------------------------------------------------------- CUSIP No. 918914 10 2 13D Page 3 of 7 Pages - --------------------- ----------------- - --------- ---------------------------------------------------------------------- 1) Name of Reporting Person Berg & Berg Enterprises, LLC - --------- ---------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - --------- ---------------------------------------------------------------------- 3) SEC Use Only - --------- ---------------------------------------------------------------------- 4) Source of Funds WC - --------- ---------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) Not applicable - --------- ---------------------------------------------------------------------- 6) Citizenship or Place of Organization California - --------- ---------------------------------------------------------------------- Number of Shares 7) Sole Voting Power 0 ---------------------------------------------------- Beneficially Owned 8) Shared Voting Power 23,981,249 ---------------------------------------------------- By Each Reporting 9) Sole Dispositive Power 0 ---------------------------------------------------- Person with: 10) Shared Dispositive Power 23,981,249 - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 23,981,249 - --------- ---------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_| (See Instructions) Not applicable. - --------- ---------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 32.03% - --------- ---------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) PN - --------- ---------------------------------------------------------------------- ITEM 1. This filing pertains to the acquisition of 1,525,506 shares of Common Stock, $0.001 par value per share, of the issuer Valence Technology, Inc., a Delaware corporation (the "Company") by Carl E. Berg, Trustee, Berg & Berg Enterprises 401K Plan FBO Carl E. Berg. The principal executive offices of the Company are located at 650 Bridge Point Parkway, Suite 415, Austin, Texas 78730. ITEM 2. (a)-(c) The names of the filing persons are Carl E. Berg and Berg & Berg Enterprises, LLC ("BBE"), who are filing as a group. The business address for Carl E. Berg and BBE is 10050 Bandley Drive, Cupertino, California 95014. Carl Berg is the sole manager of BBE. Mr. Berg's principal occupation is Chairman of the Board of Directors and Chief Executive Officer of Mission West Properties, Inc., a REIT, whose address also is 10050 Bandley Drive, Cupertino, California 95014. All of the filing persons are affiliates. Mr. Berg controls BBE. Each is the record owner of shares of Common Stock of the Company. They have previously filed Schedule 13G as part of a group including additional filing persons. As a result of BBE's acquisition of 9,457,159 shares of Common Stock from the Company on September 30, 2002, their aggregate beneficial ownership of Common Stock exceeded 20% and they filed an initial Schedule 13D. As a result of BBE's acquisition of 4,409,560 shares of Common Stock from the Company on November 27, 2002, they filed an Amendment No. 1 to Schedule 13D. As a result of BBE's acquisition of an additional 3,190,342 shares of Common Stock from the Company on February 5, 2003, they filed an Amendment No. 2 to Schedule 13D. As a result of BBE's acquisition of an additional 2,973,589 shares of Common Stock from the Company on March 31, 2003, they filed an Amendment No. 3 to Schedule 13D. As a result of BBE's acquisition of an additional 1,543,925 shares of Common Stock from the Company on September 30, 2003, they filed an Amendment No. 4 to Schedule 13D. As a result of Carl E. Berg, Trustee, Berg & Berg Enterprises 401K Plan FBO Carl E. Berg's acquisition of an additional 1,525,506 shares of Common Stock from the Company on December 22, 2003, they are filing this Amendment No. 5 to Schedule 13D. Based on information available to them the filing persons believe there were 73,346,400 shares of Common Stock of the Company outstanding on November 7, 2003. Neither Carl Berg nor BBE was during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws. (f) Carl E. Berg is a citizen of the United States of America. BBE is organized under the laws of the state of California. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Carl E. Berg, Trustee, Berg & Berg Enterprises 401K Plan FBO Carl E. Berg funded its purchase of the Company's Common Stock on December 22, 2003 with working capital. ITEM 4. PURPOSE OF TRANSACTION. Carl E. Berg, Trustee, Berg & Berg Enterprises 401K Plan FBO Carl E. Berg acquired 1,525,506 shares of Common Stock of the Company pursuant to the Company's exercise of its right to sell such shares to BBE for an aggregate purchase price of $5,000,000 under the terms of an equity commitment between the Company and BBE, dated March 20, 2002 filed with the Securities and Exchange Commission on Form 8-K on March 22, 2002. The purposes and certain consequences of the equity commitment and the sale of the shares of Common Stock to BBE by the Company are set forth in the Company's Proxy Statement filed with the Securities and Exchange Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934 on July 29, 2002. Mr. Berg is a director of the Company, and has served on the Company's board of directors since September 1991. BBE and the other filing persons may acquire additional shares of Common Stock pursuant to this equity commitment. In addition, and subject to applicable legal requirements and the factors referred to below, any of the filing persons may purchase from time to time in the open market or in privately negotiated transactions additional shares of the Company's Common Stock. In determining whether to purchase additional shares of the Company's Common Stock, Mr. Berg intends to consider various factors, including the Company's financial condition, business and prospects, other developments concerning the Company, price levels of the Company's Common Stock, other opportunities available to any of the filing persons, developments with respect to their business, and general economic, money and stock market conditions. In addition, depending upon, among other things, the matters referred to above, any of the filing persons may determine to dispose of all or a portion of its or his shares of the Company's Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) Carl E. Berg is the beneficial owner of 26,233,761 shares of the Company's Common Stock, representing approximately 35.04% of the number of shares outstanding. He possesses sole voting and dispositive power with respect to 2,252,512 of such shares, of which 283,006 constitute options to purchase shares of Common Stock that are exercisable within 60 days of June 17, 2003. The options were granted to Mr. Berg for service as a director of the Company. In his capacity as sole manager of BBE, Mr. Berg shares voting and dispositive power with respect to 23,981,249 shares of Common Stock. BBE is the record owner of 21,984,475 shares of Common Stock and warrants to purchase 1,996,774 shares of Common Stock. BBE's total beneficial ownership is 23,981,249 shares of Common Stock, which represents approximately 32.03% of the number of shares outstanding. BBE shares voting and dispositive powers with respect to such shares with Mr. Berg, who is the sole manager of BBE. (c) On December 22, 2003, Carl E. Berg, Trustee, Berg & Berg Enterprises 401K Plan FBO Carl E. Berg purchased 1,525,506 shares of Common Stock from the Company for $5,000,000 ($3.2776 per share) when the Company exercised its right under the equity commitment with BBE. (d) The 1981 Kara Ann Berg Trust, Clyde J. Berg, Trustee, has the right to receive dividends and sale proceeds with respect to 85% of the shares of Common Stock beneficially owned by BBE. Carl E. Berg has the right to receive dividends and sale proceeds with respect to all of the shares of Common Stock beneficially owned by Berg L.P. and 15% of the shares of Common Stock beneficially owned by BBE. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. BBE is under the control of Carl E. Berg, and together, they are acting as a group. There is no contract at present among them or otherwise with any other person with respect to their acquisitions of the Company's Common Stock other than the equity commitment between the Company and BBE and a Registration Rights Agreement, dated as of February 13, 2001 between the Company and Clyde J. Berg, Trustee, the 1981 Kara Ann Berg Trust. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Joint Filing Agreement SIGNATURE 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. Date: December 23, 2003 --------------------------------- Carl E. Berg Signing as an individual, and as manager of Berg & Berg Enterprises, LLC EXHIBIT INDEX Exhibit 1 Joint Filing Agreement Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, each of the parties hereto agrees that the statement on Schedule 13D (including all amendments thereto) with respect to the beneficial ownership of Common Stock of Valence Technology, Inc. to which this agreement is attached as an exhibit, is filed by and on behalf of each such person and that any amendments thereto will be filed on behalf of each such person. December 23, 2003 --------------------------------- Carl E. Berg Signing as an individual, and as manager of Berg & Berg Enterprises, LLC -----END PRIVACY-ENHANCED MESSAGE-----