Form 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-K/A

(Amendment No. 2)

 

 

(Mark one)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE OF 1934

 

For the transition period from              to             

 

Commission File Number 001-32393

 

 

Environmental Power Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware   75-3117389

(State or other jurisdiction of

incorporation or organization)

  

(IRS Employer

Identification No.)

 

One Cate Street, 4th Floor, Portsmouth, New Hampshire 03801

(Address of principal executive offices) (Zip code)

 

(603) 431-1780

Registrant’s telephone number, including area code

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Name of Exchange on Which Registered

Common Stock, $.01 par value per share

   American Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   x     No   ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.     Yes   ¨     No   x

 

The aggregate market value of voting stock (common stock, $.01 par value) held by non-affiliates, computed by reference to the closing price of such stock, was $26,957,605 on June 30, 2004.

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

    Yes   ¨     No   x

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the last practicable date: On March 11, 2005 there were 7,505,988 outstanding shares of Common Stock, $.01 par value, of the registrant.

 

EXPLANATORY NOTE

 

This Amendment No. 2 on Form 10-K/A to the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the “Annual Report”) of Environmental Power Corporation (“we,” “us,” the “Company” or “EPC”) filed on March 31, 2005 with the Securities & Exchange Commission (the “SEC”), as amended by Amendment No. 1 to the Annual Report on Form 10-K/A filed on April 29, 2005 (“Amendment No. 1”) is filed for the following purposes:

 

  •   To restate in its entirety the “Summary Compensation Table” set forth in Part III, Item 11 of Amendment No. 1 under the heading “Compensation of Executive Officers”. The Summary Compensation Table, as originally filed, inadvertently omitted certain information relating to restricted stock awards made to the named executive officers in 2004. Certain information relating to the awards was, however, included in Section 16 filings made by such officers, as well as in Part III, Item 10 of the Annual Report, as amended by Amendment No. 1, under the heading “Section 16(a) Beneficial Ownership Reporting Compliance.”

 

  •   To amend Item 15(b) (Exhibits) of the Annual Report to add the additional exhibits reflected herein.

 

In addition, in connection with the filing of this Amendment No. 2 and pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, we are including with this Amendment No. 2 certain currently dated certifications. Except as described above and set forth herein, no other amendments are being made to the Annual Report or Amendment No. 1. This Form 10-K/A does not reflect events occurring after the March 31, 2005 filing of our Annual Report or modify or update the disclosure contained in the Annual Report or Amendment No. 1 in any way other than as required to reflect the amendments discussed above and reflected herein.

Part III

 

Item 11. Executive Compensation

 

Item 11 of Part III of the Annual Report, as amended by Amendment No. 1, is hereby further amended by restating in its entirety the “Summary Compensation Table” and footnotes thereto included therein as set forth below:

 

Summary Compensation Table. The table below sets forth the total compensation paid or accrued for the fiscal years ended December 31, 2004, 2003 and 2002 to our chief executive officer and each of our three other executive officers who were serving as executive officers on December 31, 2004. We refer to these officers as our named executive officers.

 

     Annual Compensation
    Long-Term Compensation
Awards
      

Name and Principal Position

    Year
    Salary
    Bonus
    Other (1)
    Restricted
Stock
Awards (2)
    Securities
Underlying
Options
     All Other
Compensation

Joseph E. Cresci

Chairman

    2004
2003
2002		    $
$
$		 222,908
330,000
400,000		    —  
—  
—  		    $
 
 		 14,452
—  
—  		    $
 
 		 59,995
—  
—  		    142,858
—  
—  		  
 
 		   —  
—  
—  

Kamlesh R. Tejwani (3)

President and Chief Executive Officer

    2004
2003
2002		    $
$
 		 225,000
110,913
—  		    —  
—  
—  		    $
 
 		 9,080
—  
—  		     
 
 		 —  
—  
—  		    571,429
—  
—  		 (4)
 
 		   —  
—  
—  

Donald A. Livingston

Executive Vice President and President, Microgy, Inc.

    2004
2003
2002		    $
$
$		 256,350
378,900
400,000		    —  
—  
—  		    $
 
 		 12,348
—  
—  		    $
 
 		 19,998
—  
—  		    142,858
—  
—  		  
 
 		   —  
—  
—  

R. Jeffrey Macartney (5)

Chief Financial Officer and Treasurer

    2004
2003
2002		    $
$
$		 185,583
148,667
109,333		    —  
—  
—  		    $
 
 		 6,600
—  
—  		    $
 
 		 10,661
—  
—  		    —  
42,857
14,286		  
 
 		   —  
—  
—  
(1) Consists of payment of lease expenses for automobiles that are partially used for personal use.
(2) Consists of 9,966, 3,322 and 1,771 shares of our common stock underlying restricted stock awards granted to Messrs. Cresci, Livingston and Macartney in 2004 in accordance with the terms of our 2003 Incentive Compensation Plan in consideration of salary reductions taken in 2003 and 2004. Shares subject to awards vest in four equal installments for each full calendar quarter of service completed from and after March 31, 2005. The value of the awards is based on the closing price of $6.02 for our common stock on the OTC Bulletin Board on March 15, 2004, the date of grant.
(3) Mr. Tejwani joined us in July 2003. Accordingly, no information is shown for 2002.
(4) On March 29, 2004, the Company and Mr. Tejwani entered into an amendment to the option agreement relating to these options pursuant to which the original option grant to Mr. Tejwani covering 714,286 shares was reduced by 142,857 shares.
(5) Mr. Macartney joined us in April 2002.

 

 

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Part IV

 

Item 15. Exhibits and Financial Statement Schedules

 

(b) Exhibits

 

Item 15(b) of Part IV of the Annual Report is hereby amended by adding the following exhibits to the exhibit list set forth therein:

 

Exhibit No.
  

Description

10.64+   Restricted Stock Agreement, dated March 15, 2004, between the Registrant and Joseph E. Cresci
10.65+   Restricted Stock Agreement, dated March 15, 2004, between the Registrant and Donald A. Livingston
10.66+   Restricted Stock Agreement, dated March 15, 2004, between the Registrant and John R. Cooper
10.67+   Restricted Stock Agreement, dated March 15, 2004, between the Registrant and Jessie J. Knight Jr.
10.68+   Restricted Stock Agreement, dated March 15, 2004, between the Registrant and August Schumacher, Jr.
10.69+   Restricted Stock Agreement, dated March 15, 2004, between the Registrant and Robert I. Weisberg
10.70+   Restricted Stock Agreement, dated March 15, 2004, between the Registrant and R. Jeffrey Macartney
10.71+   Summary of Non-Employee Director Compensation
+ Management contract or compensatory plan or arrangement

 

The following additional exhibits are filed with this Amendment No. 2. These exhibits do not amendment the corresponding exhibits previously filed with the Annual Report or Amendment No. 1.

 

Exhibit No.
  

Description

31.01   Section 302 Certificate of Chief Executive Officer
31.02   Section 302 Certificate of Chief Financial Officer

 

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated:   ENVIRONMENTAL POWER CORPORATION

July 18, 2005

  

By:

  

/s/ Kamlesh R. Tejwani

       

Kamlesh R. Tejwani

       

President & Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act 1934, this report has been signed below by the following persons on behalf of registrant and in the capacities and on the dates indicated.

 

Signature

  

Title

     

Date

/s/ Joseph E. Cresci

Joseph E. Cresci

  

Chairman and Director

     

July 18, 2005

/s/ Kamlesh R. Tejwani

Kamlesh R. Tejwani

  

President & Chief Executive Officer and Director

(Principal Executive Officer)

     

July 18, 2005

/s/ Donald A. Livingston

Donald A. Livingston

  

Executive Vice President and Director

     

July 18, 2005

/s/ John F. O’Neill

John F. O’Neill

  

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

     

July 18, 2005

/s/ John Cooper

John Cooper

  

Director

     

July 18, 2005

/s/ Jessie J. Knight, Jr.

Jessie J. Knight, Jr.

  

Director

     

July 18, 2005

/s/ August Schumacher, Jr.

August Schumacher, Jr.

  

Director

     

July 18, 2005

Robert I. Weisberg

  

Director

       

 

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