-----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, N1eCkNHEbjF5vwDTnBpg+Z3sn7O2gur7sNbF6ksg8lbMxgd/rNwrLIRmUlmW7gUS hZPLFwVrsa7uV477vxRyZQ== 0000901719-07-000030.txt : 20070817 0000901719-07-000030.hdr.sgml : 20070817 20070817124822 ACCESSION NUMBER: 0000901719-07-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070817 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: 005-44735 FILM NUMBER: 071064475 BUSINESS ADDRESS: STREET 1: 12201 TECHNOLOGY BOULEVARD, SUITE 150 CITY: AUSTIN STATE: TX ZIP: 78727 BUSINESS PHONE: 5125272900 MAIL ADDRESS: STREET 1: 12201 TECHNOLOGY BOULEVARD, SUITE 150 CITY: AUSTIN STATE: TX ZIP: 78727 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERG CARL E CENTRAL INDEX KEY: 0000901719 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] 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 valence13d081607.txt VALENCE SCHEDULE 13D AMEND #23 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23) 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) August 16, 2007 ----------------- (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 8 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 2,902,561 ---------------------------------------------------- Beneficially Owned 8) Shared Voting Power 54,687,445 ---------------------------------------------------- by Each Reporting 9) Sole Dispositive Power 2,902,561 ---------------------------------------------------- Person with: 10) Shared Dispositive Power 54,687,445 - --------- ---------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 57,590,006 - --------- ---------------------------------------------------------------------- 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) 49.38% - --------- ---------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) IN - --------- ---------------------------------------------------------------------- - ------------------------ ------------------------ CUSIP No. 918914 10 2 13D Page 3 of 8 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 30,764,545 ---------------------------------------------------- By Each Reporting 9) Sole Dispositive Power 0 ---------------------------------------------------- Person with: 10) Shared Dispositive Power 30,764,545 - --------- ---------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 30,764,545 - --------- ---------------------------------------------------------------------- 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) 26.38% - --------- ---------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) PN - --------- ---------------------------------------------------------------------- - ------------------------ ------------------------ CUSIP No. 918914 10 2 13D Page 4 of 8 Pages - ------------------------ ------------------------ - --------- ---------------------------------------------------------------------- 1) Name of Reporting Person West Coast Venture Capital, Inc. - --------- ---------------------------------------------------------------------- 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 23,922,900 ---------------------------------------------------- By Each Reporting 9) Sole Dispositive Power 0 ---------------------------------------------------- Person with: 10) Shared Dispositive Power 23,922,900 - --------- ---------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 23,922,900 - --------- ---------------------------------------------------------------------- 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) 20.51% - --------- ---------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - --------- ---------------------------------------------------------------------- Item 1. This filing pertains to the acquisition of 884,956 shares of Common Stock, $0.001 par value per share, of the issuer Valence Technology, Inc., a Delaware corporation (the "Company") by Berg & Berg Enterprises, LLC on August 16, 2007. 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, Berg & Berg Enterprises, LLC ("BBE"), and West Coast Venture Capital Inc. ("WCVC") who are filing as a group. The business address for Carl E. Berg, BBE, and WCVC is 10050 Bandley Drive, Cupertino, California 95014. Carl Berg is the managing member of BBE and the President of WCVC. 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 and WCVC. 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 filed an Amendment No. 5 to Schedule 13D. As a result of WCVC's acquisition of 594,766 shares of Common Stock from the Company on March 5, 2004, they filed an Amendment No. 6 to Schedule 13D. As a result of WCVC's acquisition of 710,900 shares of Common Stock from the Company on April 19, 2004, they filed an Amendment No. 7 to Schedule 13D. As a result of WCVC's acquisition of 829,187 shares of Common Stock from the Company on May 24, 2004, they filed an Amendment No. 8 to Schedule 13D. As a result of WCVC's acquisition of 877,193 shares of Common Stock on June 28, 2004, they filed an Amendment No. 9 to Schedule 13D. As a result of WCVC's acquisition of 1,050,420 shares of Common Stock on September 1, 2004 and WCVC's acquisition of 728,332 shares of Common Stock on July 27, 2004, they filed an Amendment No. 10 to Schedule 13D. As a result of WCVC's acquisition of 623,052 shares of Common Stock on September 30, 2004, they filed an Amendment No. 11 to Schedule 13D. As a result of WCVC's acquisition of 981,033 shares of Common Stock on February 14, 2005 and WCVC's acquisition of 911,854 shares of Common Stock on November 3, 2004, they filed an Amendment No. 12 to Schedule 13D. As a result of WCVC's acquisition of 1,251,042 share of Common Stock on April 27, 2005 and WCVC's acquisition of 1,055,594 shares of Common Stock on March 15, 2005, they filed an Amendment No. 13 to Schedule 13D. As a result of the acquisition of (i) 329,830 and 645,577 shares of Common Stock by WCVC on June 16, 2005 and May 26, 2005, respectively, (ii) a warrant by Carl Berg to purchase 600,000 shares of the Company's Common Stock on July 13, 2005, and (iii) 430 shares of the Company's C-2 Convertible Preferred Stock by Berg & Berg Enterprises, LLC on July 14, 2005, they filed an Amendment No. 14 to Schedule 13D. As a result of the acquisition of (i) 3,367,476; 646,552; and 3,073,634 shares of Common Stock by West Coast Venture Capital, Inc on April 3, 2006, May 11, 2006, and July 25, 2006, respectively, and (ii) 431 shares of the Company's C-1 Convertible Preferred Stock by Berg & Berg Enterprises, LLC on December 15, 2005, they filed an Amendment 15 to Schedule 13D. As a result of the acquisition of 1,298,701 shares of Common Stock on August 3, 2006, they filed an Amendment 16 to Schedule 13D. As a result of the acquisition of 534,759 shares of Common Stock on August 17, 2006, they filed an Amendment 17 to Schedule 13D. As a result of the acquisition of 549,451 shares, 613,497 shares, 662,252 shares, and 657,894 shares of Common Stock on December 18, 2006, December 26, 2006, January 18, 2007 and February 2, 2007 respectively, they filed an Amendment 18 to Schedule 13D. As a result of the acquisition of 925,926 shares of Common Stock on April 19, 2007 and the acquisition of 970,874 shares of Common Stock on April 5, 2007, they filed an Amendment 19 to Schedule 13D. As a results of the acquisition of 990,099 shares of Common Stock on May 17, 2007, they filed an Amendment 20 to Schedule 13D. As a result of the acquisition of 869,565 shares on June 21, 2007, they filed an Amendment 21 to Schedule 13D. As a result of the acquisition of 869,565 shares of Common Stock on July 19, 2007, they filed an Amendment 22 to Schedule 13D. As a result of the acquisition of 884,956 shares of Common Stock, $.001 par value per share of the issuer Valence Technology, inc., a Delaware corporation (the "Company") by Berg & Berg Enterprises, LLC on August 16, 2007, they are filing this Amendment 23 to Schedule 13D. Based on the Company's 10-Q for the period ending December 31, 2006, the filing persons believe there were 105,318,771 shares of Common Stock of the Company issued and outstanding on February 2, 2007 and 861 shares of Series C Convertible Preferred Stock owned by the filers was convertible into 3,629,470 share of Common Stock of the Company. Neither Carl Berg nor BBE nor WCVC 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. WCVC is organized under the laws of the state of Delaware. Item 3. Source and Amount of Funds or Other Consideration. BBE funded its purchases of the Company's Common Stock with working capital. Item 4. Purpose of Transaction. BBE acquired 884,956 shares of Common Stock of the Company on August 16, 2007 with $1,000,000 cash. Full details of this transaction is set forth in the Company's 8-K and related exhibits and references filed by the Company with the SEC and are incorporated herein by reference. Mr. Berg is a director of the Company, and has served on the Company's board of directors since September 1991. BBE, WCVC, and the other filing persons may acquire additional shares of Common Stock of the Company. 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 57,590,006 shares of the Company's Common Stock, representing approximately 49.38% of the number of shares outstanding, including warrants, convertible preferred stock, and options exercisable within 60 days of November 11, 2005. He possesses sole voting and dispositive power with respect to 2,902,561 of such shares, of which 333,055 constitute options to purchase shares of Common Stock that are exercisable within 60 days of November 11, 2005 and 600,000 constitute warrants to purchase shares of Common Stock at $2.74 per share expiring on July 13, 2008. The options were granted to Mr. Berg for service as a director of the Company. The warrants were granted in exchange for Mr. Berg guaranteeing a $20 million loan made to the Company by SFT I, Inc. In his capacity as managing member of BBE, Mr. Berg shares voting and dispositive power with respect to 30,764,545 shares of Common Stock. In his capacity as President of WCVC, Mr. Berg shares voting and dispositive power with respect to 23,922,900 shares of Common Stock. BBE is the record owner of 25,598,660 shares of Common Stock, 861 Shares of Series C Convertible Preferred Stock (convertible into 3,629,470 shares of Common Stock of the Company based on the Company's 10-Q/A dated December 31, 2005 filed with the SEC)), and warrants to purchase 1,536,415 shares of Common Stock. The number of shares of Common Stock issueable on conversion of the Series C Preferred Stock will be determined by the lower of $4.00 per share or the share price of Common Stock on the conversion date which may increase or decrease BBE's beneficial ownership on conversion. BBE's total beneficial ownership is 30,764,545 shares of Common Stock, which represents approximately 26.38% of the number of shares outstanding. BBE shares voting and dispositive powers with respect to such shares with Mr. Berg, who is the managing member of BBE. WCVC is the record owner of 23,922,900 shares of Common Stock. WCVC's total beneficial ownership is 23,922,900, which represents approximately 20.51% of the number of shares outstanding. WCVC shares voting and dispositive powers with respect to such shares with Mr. Berg, who is the President of WCVC. (c) On August 16, 2007, WCVC purchased 884,956 shares of Common Stock from the Company for $1,000,000 with cash ($1.13 per share). (d) The 1981 Kara Ann Berg Trust, Clyde J. Berg, Trustee, has the right to receive dividends and sale proceeds with respect to 65% 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 35% 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 and WCVC are 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: August 17, 2007 /s/ Carl E. Berg --------------------------------- Carl E. Berg Signing as an individual, as manager of Berg & Berg Enterprises, LLC, and as President of West Coast Venture Capital, Inc. 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. August 17, 2007 /s/ Carl E. Berg --------------------------------- Carl E. Berg Signing as an individual, as manager of Berg & Berg Enterprises, LLC, and as President of West Coast Venture Capital, Inc. -----END PRIVACY-ENHANCED MESSAGE-----