UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 15, 2008
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MECHANICAL TECHNOLOGY, INCORPORATED
(Exact name of registrant as specified in charter)
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New York |
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0-6890 |
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14-1462255 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer 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)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of stockholders (the “Annual Meeting”) of Mechanical Technology, Incorporated (the “Company”) held on May 15, 2008, 33,174,068 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (representing approximately 86.9% of the 38,179,888 shares of Common Stock issued and outstanding as of April 8, 2008) were represented by proxy or in person. The final report from the Inspectors of Election confirmed that the Company’s stockholders approved by the requisite vote the election of the following members of the Board of Directors of the Company for the terms of office set forth opposite each person’s name below:
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Number of Votes For |
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Against/ Withheld |
Broker
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Thomas J. Marusak |
3 Yr. |
31,239,358 |
81.8 |
1,928,515 |
— |
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E. Dennis O’Connor |
3 Yr. |
31,224,184 |
81.8 |
1,943,689 |
— |
The terms of office of Peng K. Lim, William P. Phelan and Dr. Walter L. Robb continue after the Annual Meeting. Concurrent with the Annual Meeting, Mr. Steven N. Fischer, Chairman of the Company, retired from the Board of Directors.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years.
At the Annual Meeting, the final report from the Inspectors of Election confirmed that stockholders of the Company holding a majority of the outstanding Common Stock approved an amendment to the Company’s certificate of incorporation (the “Reverse Split Amendment”) to effect a reverse split of the issued Common Stock in the ratio of one share of new Common Stock for eight old shares of Common Stock (the “Reverse Split”).
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Number of Votes For |
Against/ Withheld |
Abstentions |
Broker Non-Votes |
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29,543,910 |
3,454,174 |
175,982 |
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On May 15, 2008, following the approval by the Company’s stockholders of the Reverse Split Amendment at the Annual Meeting, the Company filed the Reverse Split Amendment with the New York Department of State and the Reverse Split became effective upon such filing. Upon the effectiveness of the Reverse Split, the Common Stock will trade on The Nasdaq Global Market on a split-adjusted basis. To denote the Reverse Split, the Common Stock will trade under the symbol “MKTYD” for a period of twenty trading days following the implementation of the Reverse Split, after which time the trading symbol will revert to “MKTY”
The Reverse Split will be effective with respect to stockholders of record upon the close of business on May 15, 2008. The Company will not issue any fractional shares resulting from the Reverse Split and will instead pay holders thereof the cash value of fractional shares that would have otherwise been issued. As a result of the Reverse Split, each eight shares of issued Common Stock will be converted into one share of Common Stock.
The Company’s transfer agent, American Stock Transfer & Trust Company, will send instructions to stockholders of record regarding the exchange of certificates for Common Stock.
The Reverse Split Amendment to the Company’s certificate of incorporation is attached as Exhibit 3.2 hereto and is incorporated herein by reference.
Item 8.01 Other Events.
On May 15, 2008, the Company issued a press release announcing the results of its Annual Meeting held on that same day. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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No. |
Description |
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3.2 |
Reverse Split Amendment to the Certificate of Incorporation, Mechanical Technology, Incorporated |
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99.1 |
Press release of Mechanical Technology, Incorporated issued on May 15, 2008. |
SIGNATURES
Pursuant to the requirements 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.
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MECHANICAL TECHNOLOGY, INCORPORATED
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By: |
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Name: |
Cynthia A. Scheuer |
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Title: |
Vice President, Chief Financial Officer and Secretary |
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Exhibit 3.2
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
MECHANICAL TECHNOLOGY, INCORPORATED
(Pursuant to Section 805 of the Business Corporation Law)
Mechanical Technology, Incorporated, a New York corporation (the “Corporation”), hereby certifies as follows:
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1. |
The current name of the Corporation is “Mechanical Technology, Incorporated.” |
2. The certificate of incorporation of Mechanical Technology, Incorporated was filed by the Department of State of the State of New York on October 4, 1961.
3. The certificate of incorporation, as amended and restated, is hereby further amended by the addition of a new paragraph (set forth below) under Article 4 effecting a reverse split:
“Immediately upon the filing of this Certificate of Amendment with the Department of State of the State of New York, each eight (8) shares of the issued shares of the Corporation shall thereby and thereupon automatically be combined into one (1) validly issued, fully paid and non-assessable share of the Corporation (the “Reverse Split”). Following the Reverse Split, the 46,220,624 currently issued shares will be converted into 5,777,578 shares of Common Stock at a rate of eight (8) old shares for every one (1) new share, and the 28,779,376 unissued shares will be changed into 69,222,422 shares of common stock with $0.01 par value. The number of authorized shares will remain unchanged.”
4. This Amendment was duly adopted in accordance with Section 803 of the Business Corporation Law of the State of New York by the Board of Directors of the Corporation at a meeting of the Board of Directors of the Corporation and by affirmative vote of the holders of a majority of all outstanding shares of Common Stock entitled to vote thereon at a meeting of the stockholders of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be signed as of the 15th day of May, 2008, by its Secretary, Cynthia A. Scheuer, who hereby affirms and acknowledges, under penalty of perjury, that this Certificate is the act and deed of the Corporation and that the facts stated herein are true.
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MECHANICAL TECHNOLOGY, INCORPORATED
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By |
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Cynthia A. Scheuer |
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Secretary |
Exhibit 99.1
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For further information: |
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George Relan |
Vice President of Corporate Development
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(518) 533-2220 |
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grelan@mechtech.com |
MTI ANNOUNCES RESULTS FROM ANNUAL MEETING OF STOCKHOLDERS
– Re-election of Messrs. Marusak and O’Connor to the Board –
–Reverse Stock Split Approved –
Albany, N.Y., May 15, 2008 -- Mechanical Technology, Incorporated ("MTI") (Nasdaq: MKTY), a company primarily engaged in the development and commercialization of Mobion® off-the-grid portable power solutions through its subsidiary MTI MicroFuel Cells Inc. and in the design, manufacture, and sale of test and measurement instruments and systems through its subsidiary MTI Instruments, Inc. announced the results of its annual meeting of stockholders held today at its corporate headquarters in Albany, New York.
At the meeting, stockholders approved the election of Thomas J. Marusak and E. Dennis O’Connor to serve as Class II Directors. Stockholders also approved an amendment to MTI’s amended and restated certificate of incorporation to effect a reverse split of MTI’s issued common stock in the ratio of one share of new common stock for eight old shares of common stock.
The reverse split will become effective upon the filing of the amendment with the New York Department of State, at which time MTI’s common stock will begin trading on The Nasdaq Global Market on a split-adjusted basis. To denote the reverse split, the common stock will trade under the symbol “MKTYD” for a period of twenty trading days following the implementation of the reverse split, after which time the trading symbol will revert to “MKTY”. Additional information regarding the reverse stock split can be found in MTI’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2008.
The slide presentation from the meeting will be available by 5 p.m. on May 15, 2008 on MTI´s web site at www.mechtech.com.
About MTI
Mechanical Technology, Incorporated (“MTI”) (Nasdaq: MKTY) is primarily engaged in the development and commercialization of Mobion® off-the-grid portable power solutions through its subsidiary MTI MicroFuel Cells Inc. (“MTI Micro”). MTI Micro has a team of entrepreneurial business executives, researchers and scientists; a proprietary direct methanol micro fuel cell power system and a number of system prototypes demonstrating size reductions and performance improvements; and related intellectual property. MTI Micro has received government funding and developed strategic partnerships to facilitate efforts to achieve commercialization. MTI is also engaged in the design, manufacture, and sale of test and measurement instruments and systems through its subsidiary MTI Instruments, Inc. For more information about the MTI, please visit www.mechtech.com .
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Statements in this press release which are not historical fact, including statements regarding management’s intentions, hopes, goals, beliefs, expectations, projections, plans, anticipation, outlook or predictions of the future, are forward looking statements. Such statements include, among others, all statements regarding expected financial position, results of operations, financing plans, including plans to raise capital through a public offering, and business strategies. All forward-looking statements are made as of today, and MTI disclaims any duty to update such statements. It is important to note that MTI’s actual results could differ materially from those projected in forward-looking statements. Factors that could cause the anticipated results not to occur include, among others, risks related to financing; uncertainties in development, manufacturing, competition and consumer demand for methanol fuel cells; and the risk factors listed from time to time in MTI’s SEC reports, including its annual report on Form 10-K and quarterly reports on Form 10-Q.