mechanicaltech_8-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
___________________
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
January 14, 2010 (January 11,
2010)
___________________
MECHANICAL TECHNOLOGY, INCORPORATED
(Exact name of registrant as specified in
charter)
| New York |
0-6890 |
14-1462255 |
| (State
or Other Jurisdiction |
(Commission File
Number) |
(IRS
Employer |
| of
Incorporation) |
|
Identification
No.) |
431 New Karner Road, Albany, New York
12205
(Address of Principal Executive Offices) (Zip Code)
(518) 533-2200
(Registrant’s telephone number, including area code)
___________________
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
¨ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 - Entry into a Material
Definitive Agreement.
On January 11, 2010,
MTI MicroFuel Cells Inc. (“MTI Micro”), a majority-owned subsidiary of
Mechanical Technology, Incorporated (the “Company”), entered into a Common Stock
and Warrant Purchase Agreement (the “Purchase Agreement”) with Counter Point
Ventures Fund II, L.P. (“Counter Point”). Counter Point, a venture fund focused
on investments in high-technology companies, is co-owned by General Electric
Company and Dr. Walter L. Robb, a member of the Board of Directors of the
Company and MTI Micro, and is a current stockholder of MTI Micro. Dr. Robb and
Counter Point beneficially held approximately 29.5% of the fully-diluted capital
stock of MTI Micro immediately prior to the First Closing described below, and
now hold an aggregate of approximately 30.7% of the fully-diluted capital stock
of MTI Micro after giving effect to the First Closing.
Pursuant to the
Purchase Agreement, MTI Micro may issue and sell to Counter Point up to
28,571,429 shares of common stock, par value $0.01 per share (the “Micro Common
Stock”), at a purchase price per share of $0.070, over a period of twelve (12)
months, and warrants (“Warrants”) to purchase shares of Micro Common Stock equal
to 20% of the shares of Micro Common Stock purchased under the Purchase
Agreement at an exercise price of $0.070 per share. The sale and issuance of the
Micro Common Stock and Warrants shall occur over multiple closings (each, a
“Closing”) occurring over two (2) one month closing periods and five (5)
two-month closing periods (each, a “Closing Period”), the first Closing of which
occurred on January 11, 2010 with MTI Micro raising $165,000 from the sale of
2,357,143 shares of Micro Common Stock and Warrants to purchase 471,429 shares
of Micro Common Stock to Counter Point (the “First Closing”). Subsequent
Closings may occur thereafter at MTI Micro’s sole discretion during the Closing
Periods upon delivery of written notice by MTI Micro to Counter Point of its
desire to consummate a Closing, and Counter Point’s acceptance of such offer
under the Purchase Agreement on the terms agreed upon with MTI Micro. In the
event the terms and conditions of the Purchase Agreement no longer reflect
current market conditions or otherwise following the First Closing, either party
may elect not to participate in a Subsequent Closing(s) or the parties may amend
the Purchase Agreement on mutually agreeable terms with respect to such
Subsequent Closing(s).
The purchase price
per share of the Micro Common Stock and the exercise price of the Warrants are
the same as the conversion price of MTI Micro’s bridge notes that were converted
into Micro Common Stock in December 2009, resulting in the conversion of an
aggregate of $3,910,510 of outstanding principal and accrued interest under
secured promissory notes issued by MTI Micro into an aggregate of 55,864,425
shares of Micro Common Stock at a conversion price of $0.070 per share (the
“Bridge Financing”). For additional information relating to the Bridge
Financing, please see the Company’s Form 8-K filed September 18, 2008, the
Company’s Form 8-K filed February 20, 2009, Exhibit 10.153 to the Company’s Form
10-Q for the quarter ended September 30, 2008, Exhibit 10.158 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2008, the Company’s
Form 8-K filed April 21, 2009, and the Company’s Form 8-K filed December 15,
2009.
If MTI Micro were to
issue and sell the remainder of the 28,571,429 shares under the Purchase
Agreement, the Company would continue to hold an aggregate of 55.8% of the
fully-diluted capital stock of MTI Micro.
This foregoing
description of the terms of the Purchase Agreement and Warrants are not complete
and are qualified in its entirety by the terms and conditions of the Purchase
Agreement attached hereto as Exhibit 10.1 and form of Common Stock Warrant
attached hereto as Exhibit 10.2, incorporated by reference herein.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits
| Exhibit |
|
|
| Number |
|
Description |
| 10.1 |
|
Common Stock
and Warrant Purchase Agreement, dated January 11, 2010, by and between MTI
MicroFuel Cells Inc. and Counter Point Ventures Fund II,
L.P.
|
|
|
|
|
| 10.2 |
|
Form of Common Stock
Warrant. |
SIGNATURES
Pursuant to the
requirement of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
MECHANICAL TECHNOLOGY,
INCORPORATED |
| |
| |
| Date: January 14, 2010 |
|
By: |
/s/ PENG K.
LIM |
| |
Name: |
|
Peng K. Lim |
| |
Title: |
|
Chairman and Chief Executive
Officer |
Index to Exhibit
| Exhibit |
|
|
| Number |
|
Description |
| 10.1 |
|
Common Stock
and Warrant Purchase Agreement, dated January 11, 2010, by and between MTI
MicroFuel Cells Inc. and Counter Point Ventures Fund II,
L.P.
|
|
|
|
|
| 10.2 |
|
Form of Common Stock
Warrant. |