SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)
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 3, 2006
(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.
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CUSIP No. 918914 10 2 13D Page 2 of 8 Pages
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1) Name of Reporting Person
Carl E. Berg
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (b) [ ]
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3) SEC Use Only
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4) Source of Funds
Not Applicable
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
Not Applicable
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6) Citizenship or Place of Organization
United States of America
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Number of Shares 7) Sole Voting Power 2,902,561
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Beneficially Owned 8) Shared Voting Power 46,158,606
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by Each Reporting 9) Sole Dispositive Power 2,902,561
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Person with: 10) Shared Dispositive Power 46,158,606
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
49,061,167
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
(See Instructions)
Not applicable
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13) Percent of Class Represented by Amount in Row (11)
47.07%
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14) Type of Reporting Person (See Instructions)
IN
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CUSIP No. 918914 10 2 13D Page 3 of 8 Pages
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1) Name of Reporting Person
Berg & Berg Enterprises, LLC
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (b) [ ]
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3) SEC Use Only
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4) Source of Funds
WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
Not applicable
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6) Citizenship or Place of Organization
California
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Number of Shares 7) Sole Voting Power 0
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Beneficially Owned 8) Shared Voting Power 27,150,360
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By Each Reporting 9) Sole Dispositive Power 0
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Person with: 10) Shared Dispositive Power 27,150,360
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
27,150,360
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
(See Instructions)
Not applicable.
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13) Percent of Class Represented by Amount in Row (11)
26.05%
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14) Type of Reporting Person (See Instructions)
PN
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CUSIP No. 918914 10 2 13D Page 4 of 8 Pages
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1) Name of Reporting Person
West Coast Venture Capital, Inc.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X] (b) [ ]
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3) SEC Use Only
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4) Source of Funds
WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
Not applicable
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6) Citizenship or Place of Organization
California
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Number of Shares 7) Sole Voting Power 0
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Beneficially Owned 8) Shared Voting Power 19,008,246
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By Each Reporting 9) Sole Dispositive Power 0
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Person with: 10) Shared Dispositive Power 19,008,246
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
19,008,246
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
(See Instructions)
Not applicable.
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13) Percent of Class Represented by Amount in Row (11)
18.24%
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14) Type of Reporting Person (See Instructions)
CO
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Item 1. This filing pertains to the acquisition of 1,298,701 shares of Common
Stock, $0.001 par value per share, of the issuer Valence Technology, Inc.,
a Delaware corporation (the "Company") by West Coast Venture Capital, Inc
on August 3, 2006. 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, $.001 par value per share of the issuer
Valence Technology, Inc., a Delaware corporation (the "Company") by West
Coast Venture Capital, Inc. on August 3, 2006, they are filing this
Amendment 16 to Schedule 13D. Based on the Company's 10-Q/A for the period
ending December 31, 2005, the filing persons believe there were 89,745,984
shares of Common Stock of the Company issued and outstanding on December
31, 2005 and the 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.
WCVC funded its purchases of the Company's Common Stock on August 3, 2006.
with working capital.
Item 4. Purpose of Transaction.
WCVC acquired 1,298,701 shares of Common Stock of the Company on August 3,
2006 with $2,000,000 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 49,061,167 shares of the
Company's Common Stock, representing approximately 47.07% 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 27,150,360 shares of Common Stock. In his capacity as
President of WCVC, Mr. Berg shares voting and dispositive power with
respect to 19,008,246 shares of Common Stock.
BBE is the record owner of 21,984,475 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 27,150,360 shares of Common Stock, which
represents approximately 26.05% 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 19,008,246 shares of Common Stock. WCVC's total
beneficial ownership is 19,008,246, which represents approximately 18.24%
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 3, 2006, WCVC purchased 1,298,701 shares of Common Stock from
the Company for $2,000,000 with cash ($1.54 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 75% 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 25% 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 9, 2006
/s/ Carl E. Berg
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Carl E. Berg
Signing as an individual, as manager
of Berg & BergEnterprises, 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 9, 2006
/s/ Carl E. Berg
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Carl E. Berg
Signing as an individual, as manager
of Berg & Berg Enterprises, LLC, and
as President of West Coast Venture
Capital, Inc.