-----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, CQOo/tH2dRMYA3m41496WH/DQIPj2mao1MppSxNKQY4/9UMgoM+pgvlPmbRKWYbM BzvSokdWrNh+fojaAHPmfw== 0000064463-01-500026.txt : 20010517 0000064463-01-500026.hdr.sgml : 20010517 ACCESSION NUMBER: 0000064463-01-500026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010516 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLUG POWER INC CENTRAL INDEX KEY: 0001093691 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 223672377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-57471 FILM NUMBER: 1641717 BUSINESS ADDRESS: STREET 1: 968 ALBANY-SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 BUSINESS PHONE: 5187827700 MAIL ADDRESS: STREET 1: 968 ALBANY-SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MECHANICAL TECHNOLOGY INC CENTRAL INDEX KEY: 0000064463 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 141462255 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 SOUTH PEARL STREET STREET 2: 9TH FLOOR CITY: ALBANY STATE: NY ZIP: 12207 BUSINESS PHONE: 5184332170 MAIL ADDRESS: STREET 1: 30 SOUTH PEARL STREET STREET 2: 9TH FLOOR CITY: ALBANY STATE: NY ZIP: 12207 SC 13D/A 1 plug13da20501.htm PLUG POWER 13DA 05/16/01 UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 3)

Under the Securities Exchange Act of 1934

Plug Power, Inc.

(Name of Issuer)

Common Stock (par value $0.01 per share)

(Title of Class of Securities)

72919P103

(CUSIP Number)

Catherine S. Hill, Esq.

Mechanical Technology Incorporated

30 South Pearl Street

Albany, New York 12207

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 4, 2001

(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: 

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).

CUSIP No. 72919P103

1 Name of Reporting Person

S.S. or I.R.S. Identification No.

of Above Person

Mechanical Technology Incorporated

I.R.S. Identification No. 141462255

_____________________________________________________________________________

2 Check the Appropriate Box if (a) [ ]

a Member of a Group (b) [ ]

_____________________________________________________________________________

3 SEC Use Only

_____________________________________________________________________________

4 Source of Funds

OO

_____________________________________________________________________________

5 Check if Disclosure of Legal Proceedings

is Required Pursuant to Items 2(d) or 2(e) [ ]

_____________________________________________________________________________

6 Citizenship or Place of Organization

State of New York

_____________________________________________________________________________

7 Sole Voting Power 12,569,315

__________________________________________________

Number of Shares 8 Shared Voting Power 0

Beneficially Owned by __________________________________________________

Reporting Person With

9 Sole Dispositive Power 12,569,315

__________________________________________________

10 Shared Dispositive Power 0

__________________________________________________

11 Aggregate Amount Beneficially

Owned By Each Reporting Person 12,569,315

________________________________________________________________________

12 Check Box if the Aggregate Amount

in Row (11) Excludes Certain Shares [ ]

___________________________________________________________________________

13 Percent of Class Represented

Amount in Row (11) 28.57%

___________________________________________________________________________

14 Type of Reporting Person CO

 

 

 

 

Schedule 13D/A

This Amendment No. 3 to the Schedule 13D amends and supplements the Schedule 13D originally filed on December 11, 2000 (the "Schedule 13D") by Mechanical Technology Inc., a New York Corporation. Unless otherwise defined herein, all capitalized terms used herein have the respective meanings given to such terms in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to read as follows:

 

The business conducted by the Issuer was initially developed by MTI prior to June, 1997, and was contributed to Plug Power, LLC (the predecessor of the Company) in exchange for equity interests. Based upon the historical development of business of the Issuer; the significant continuous equity ownership by MTI of Plug Power, LLC and the Issuer; the representation by officers and directors of MTI on the Board of Directors of the Issuer (as of May 15, 2001, 2 directors of MTI serve on the Board of Directors, one of which is the Chairman of the Board of Directors, and Chief Executive Officer of MTI serves as Chairman of the Board of Directors of the Issuer); and the participation of the Chairman of the Board of Directors (and, from time to time, other directors) of MTI in the business affairs of the Issuer, MTI has exercised, and continues to have the power to exercise a controlling influence over the management or policies of the Issuer.

From time to time, MTI has engaged in discussions with Plug Power, its officers and directors and other significant shareholders relating to Plug Power's policies, management, directors, business, operations, financial condition, strategies and other developments, and MTI intends to engage in such discussions in the future. From time to time, MTI may buy or sell additional shares of Plug Power Common Stock on the open market, in private negotiated transactions, or otherwise.

Commencing on March 6, 2001, and through March 9, 2001, MTI sold 310,000 shares of Common Stock of the Issuer pursuant to Rule 144. On March 9, 2001, MTI entered into a plan under Rule 10b5-1 (the "Plan") to sell up to 1.4 million shares of Common Stock of the Issuer. As of May 15, 2001, 825,000 shares of Common Stock of the Issuer have been sold pursuant to the Plan. In accordance with the terms of the Plan, over the course of the next ten months, the remaining 575,000 shares of Common Stock of the Issuer will be sold. If all of the shares of Common Stock of the Issuer covered by the Plan are sold, MTI will own 11,994,315 shares, or 27.27 percent, of the Common Stock of the Issuer.

In addition to the foregoing, as significant shareholders of Plug Power and through any of its representatives that may be members of Plug Power's Board of Directors, MTI may consider, from time to time, (i) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (iv) any change in the present board of directors or management of the Issuer, (v) any material change in the present capitalization or dividend policy of the Issuer, (vi) any other material change in the Issuer's business or corporate structure, (vii) 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; (viii) 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 on an inter-dealer quotation system of a registered national securities association, (ix) causing a class of equity securities of the Issuer to become eligible for termination of a registration pursuant to Section 12(g)(4) of the Exchange Act, or (x) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended to read as follows:

As of May 15, 2001:

(a) MTI is the direct and beneficial owner of 12,569,315 shares of the Issuer Common Stock, including 575,000 shares covered by the Plan, representing 28.57% of the Common Stock outstanding.

(b) MTI has the sole power to vote and sole dispositive power for 12,569,315 shares of the Issuer Common Stock.

(c) During the past sixty (60) days MTI has sold shares of Common Stock of the Issuer, in open market transactions, as follows:

Date

Number of shares

Price per share

Date

Number of shares

Price per share

Date

Number of shares

Price per share

03/16/01

7,500

$12.7917

04/09/01

5,000

$13.5000

05/04/01

60,000

$21.2183

03/19/01

10,000

$13.9531

04/10/01

15,000

$14.9167

05/07/01

20,000

$21.8375

03/20/01

12,500

$15.1250

04/11/01

15,000

$14.9167

05/08/01

20,000

$21.6950

03/21/01

10,000

$14.7500

04/12/01

22,500

$14.7500

05/09/01

65,000

$22.9327

03/22/01

25,000

$13.1500

04/16/01

50,000

$16.4625

05/10/01

20,000

$23.0313

03/23/01

30,000

$13.9375

04/17/01

20,000

$20.1053

05/11/01

10,000

$22.6300

03/26/01

5,000

$14.5000

04/18/01

2,500

$19.5000

05/14/01

30,000

$22.3571

03/27/01

35,000

$14.6250

04/19/01

5,000

$19.0000

05/15/01

20,000

$22.8125

03/28/01

15,000

$14.1667

04/20/01

5,000

$19.3500

     

03/29/01

5,000

$14.0000

04/25/01

2,500

$18.2500

     

03/30/01

15,000

$14.0833

04/26/01

17,500

$19.0664

     

04/02/01

15,000

$13.9375

04/27/01

7,500

$19.5800

     

04/03/01

5,000

$13.2500

04/30/01

10,000

$20.0500

     

04/04/01

10,000

$12.9375

05/01/01

80,000

$22.0007

     

04/05/01

15,000

$13.4167

05/02/01

50,000

$23.9060

     

04/06/01

15,000

$13.6667

05/03/01

30,000

$23.4500

     

 

 

 

No other Control Person has purchased or sold any shares of Plug Power Common Stock.

(d) Not applicable.

(e) Not applicable.

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, correct and complete.

 

 

Dated: May 16, 2001

Mechanical Technology Incorporated

 

s/Cynthia A. Scheuer

By: Cynthia A. Scheuer

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