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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
BALLARD POWER SYSTEMS INC.
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
05858H 10 4
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(CUSIP Number)
Rainer Beckmann
Daimler AG
Mercedesstrasse 137
70327 Stuttgart
Germany
Tel: 011-49-711-17-58999
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 31, 2008
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(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(e), 13d-1(f) or 13d-1(g), check the following
box [_].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7 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).
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Page 2 of 6 Pages
CUSIP NO. 058584 10 4
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1 Name of Reporting Person
Daimler AG
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2 Check the Appropriate box if a member of a group (a) [_]
(b) [_]
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3 SEC use only
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4 Source of funds (See Instructions)
Not applicable
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5 Check box if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)
[_]
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6 Citizenship or place of organization
Federal Republic of Germany
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7 Sole voting power
0
NUMBER OF ---------------------------------------------------
SHARES 8 Shared voting power
BENEFICIALLY
OWNED 0
BY EACH ---------------------------------------------------
REPORTING 9 Sole dispositive power
PERSON
WITH 0
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10 Shared dispositive power
0
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11 Aggregate amount beneficially owned by each reporting person
0
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12 Check box if the aggregate amount in row (11) excludes certain
shares (See Instructions)
[_]
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13 Percent of class represented by amount in row (11)
0%
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14 Type of reporting person (See Instructions)
CO
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Page 3 of 6 Pages
This Amendment No. 5 amends the Statement on Schedule 13D filed on December 10,
2001 ("Schedule 13D") by Daimler AG (formerly known as DaimlerChrysler AG) and
DaimlerChrysler North America Holding Corporation, as amended by Amendment No.
1 to the Schedule 13D filed on January 19, 2005 ("Amendment No. 1"), Amendment
No. 2 to the Schedule 13D filed on February 3, 2005 ("Amendment No. 2"),
Amendment No. 3 to the Schedule 13D filed on September 15. 2005 ("Amendment No.
3") and Amendment No. 4 to the Schedule 13D filed on November 9, 2007
("Amendment No. 4"), with respect to the Common Shares (the "Common Shares") of
Ballard Power Systems Inc., a Canadian corporation ("Ballard").
ITEM 2 - IDENTITY AND BACKGROUND
No change
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable. This Amendment No. 5 is filed in connection with the sale by
Daimler AG of all of its Common Shares to Ballard upon the closing of the
transactions contemplated by the Restructuring Agreement (as defined below).
See "Item 4 - Purpose of Transaction" below.
ITEM 4 - PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3 and Amendment No. 4, is hereby amended and restated by deleting
it in its entirety and substituting the following:
"Daimler AG initially acquired Common Shares in order to participate in a
global alliance (the "Global Alliance") with Ballard and Ford Motor Company
("Ford") for the development, marketing and sale of fuel cell engines and
related technology. Additional Common Shares were acquired directly and
indirectly by Daimler AG, as more particularly described under Item 3 of
Amendment No. 1.
As reported in Amendment No. 4, on November 7, 2007, Daimler AG entered into a
Restructuring Agreement (as amended, the "Restructuring Agreement") with
Ballard and Ford pursuant to which Ballard agreed to transfer to Daimler AG and
Ford certain joint intellectual property rights related to the automotive
business and cash. Ballard agreed to incorporate a new British Columbia
corporation to which it agreed to transfer certain assets and liabilities, as
well as personnel related to Ballard's automotive business. This new company
was to be owned as to 50.1% by Daimler AG, 30.0% by Ford and 19.9% by Ballard.
On January 31, 2007, the transactions contemplated by the Restructuring
Agreement closed. As of such date, Daimler AG sold to Ballard all of its Common
Shares and its Class A Shares of DBF Pref Share Holdings, Inc., a company which
holds the Class A share and Class B share of Ballard. Daimler AG no longer owns
any Common Shares. In addition, because Daimler AG no longer owns any Common
Shares, Daimler AG's rights under the Global Alliance to appoint certain
members of the Board of Directors of Ballard has ceased.
FUTURE PLANS
At the present time Daimler AG does not have any additional plans or proposals
that relate to or would result in actions or circumstances enumerated in Item 4
of Schedule 13D."
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
Page 4 of 6 Pages
Item 5 of the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2,
Amendment No. 3 and Amendment No. 4, is hereby amended and restated by deleting
it in its entirety and substituting the following:
(a) - (b)
Daimler AG does not own any Common Shares and, to the knowledge of Daimler AG,
no executive officer or director of Daimler AG owns any Common Shares.
(c)
To the best of the knowledge of Daimler AG, none of the persons named in
response to paragraph (a) has effected any transactions in the Common Shares
during the past 60 days.
(d) - (e)
As of January 31, 2008, Daimler AG ceased to be the beneficial owner of any
Common Shares.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
No change
ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed in connection with this Amendment No. 5 to the
Schedule 13D:
Exhibit 1. Members of Supervisory Board and Board of Management of Daimler AG.
Page 5 of 6 Pages
SIGNATURE
After reasonable inquiry and to my best knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated as of February 1, 2008.
DAIMLER AG
By: /s/ Dr. Wolfgang Bauder
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Name: Dr. Wolfgang Bauder
Title: Senior Counsel
By: /s/ Dr. Peter Herz
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Name: Dr. Peter Herz
Title: Assistant General Counsel
Page 6 of 6 Pages
INDEX TO EXHIBITS
Exhibit 1. Members of Supervisory Board and Board of Management
of Daimler AG.