- Post-Effective Amendment to Registration Statement (POS AM)
March 29 2010 - 4:45PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 29, 2010
Registration Statement No. 333-118491
333-121572
333-138999
333-152807
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 2 ON FORM S-3
to Form S-2 Registration Statement No. 333-118491
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POST EFFECTIVE AMENDMENT NO. 2 ON FORM S-3
to Form S-2 Registration Statement No. 333-121572
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POST EFFECTIVE AMENDMENT NO. 1
to Form S-3 Registration Statement No. 333-138999
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POST EFFECTIVE AMENDMENT NO. 1
to Form S-3 Registration Statement No. 333-152807
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REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENVIRONMENTAL
POWER CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1311
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75-3117389
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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120 White
Plains Road, 6
th
Floor
Tarrytown, New York 10591
(914) 631-1435
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Richard E. Kessel
President and Chief Executive Officer
Environmental Power Corporation
120 White Plains
Road, 6
th
Floor
Tarrytown, New York 10591
(914) 631-1435
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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Dennis Haines
Vice President and General Counsel
Environmental Power Corporation
120 White Plains Road, 6
th
Floor
Tarrytown, New York 10591
Tel: (914) 631-1435
Fax: (914) 631-1436
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Scott Pueschel, P.C.
Pierce Atwood LLP
One New Hampshire Avenue, Suite 350
Portsmouth, New Hampshire 03801
Tel: (603) 433-6300
Fax:
(603) 433-6372
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Approximate
date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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TERMINATION OF OFFERING
This Post-Effective Amendment relates to the following Registration Statements originally on Form S-2 or S-3 (collectively, the
Registration Statements) filed by Environmental Power Corporation (the Registrant):
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Registration No. 333-118491, registering the offering of 1,677,688 shares of common stock to be sold by selling stockholders of which 1,171,023
shares remain unsold;
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Registration No. 333-121572, registering the offering of 100,000 shares of common stock to be sold by selling stockholders, of which 100,000
shares remain unsold;
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Registration No. 333-13899, registering the offering of 4,387,360 shares of common stock to be sold by selling stockholders, of which 4,387,360
shares remain unsold; and
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Registration No. 333-152807, registering the offering of up to $50,000,000 in debt securities to be sold from time to time by the Registrant, of
which $45,000,000 remains unsold.
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The registrant is filing this Post-Effective Amendment to the
Registration Statements solely to deregister any and all securities previously registered under the Registration Statements that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tarrytown, State of New York, on March 29, 2010.
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ENVIRONMENTAL POWER CORPORATION
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By:
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S
/ R
ICHARD
E. K
ESSEL
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Richard E. Kessel
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President and Chief Executive Officer
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SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and
directors of Environmental Power Corporation, hereby severally constitute and appoint Richard E. Kessel, Michael E. Thomas and Dennis Haines, and each of them singly, our true and lawful attorney with full power to sign for us and in our names in
the capacities indicated below the Post-Effective Amendment filed herewith and any and all pre-effective and post-effective amendments to said Post-Effective Amendment and generally to do all such things in our name and behalf in our capacities as
officers and directors to enable Environmental Power Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures
as they may be signed by our said attorney, to said Post-Effective Amendment and any and all amendments thereto.
Pursuant to
the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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S
/ R
ICHARD
E. K
ESSEL
Richard E. Kessel
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President, Chief Executive Officer and Director (Principal Executive Officer)
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March 29, 2010
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S
/ M
ICHAEL
E. T
HOMAS
Michael E. Thomas
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Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
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March 29, 2010
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S
/ J
OSEPH
E. C
RESCI
Joseph E. Cresci
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Chairman of the Board of Directors
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March 29, 2010
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S
/ K
AMLESH
R.
T
EJWANI
Kamlesh R. Tejwani
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Vice Chairman of the Board of Directors
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March 29, 2010
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S
/ R
OGER
S.
B
ALLENTINE
Roger S. Ballentine
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Director
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March 29, 2010
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John R. Cooper
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Director
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S
/ L
ON
H
ATAMIYA
Lon Hatamiya
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Director
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March 29, 2010
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S
/ S
TEVEN
K
ESSNER
Steven Kessner
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Director
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March 29, 2010
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August Schumacher, Jr.
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Director
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Robert I. Weisberg
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Director
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