As filed with the Securities and Exchange Commission on March 29, 2010
Registration Statement No. 33-70078
333-98559
333-108258
333-118521
333-126439
333-128032
333-134284
333-150344
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| POST EFFECTIVE AMENDMENT NO. 2 to Form S-8 Registration Statement No. 33-70078 |
POST EFFECTIVE AMENDMENT NO. 2 to Form S-8 Registration Statement No. 333-98559 | |
| POST EFFECTIVE AMENDMENT NO. 2 to Form S-8 Registration Statement No. 333-108258 |
POST EFFECTIVE AMENDMENT NO. 1 to Form S-8 Registration Statement No. 333-118521 | |
| POST EFFECTIVE AMENDMENT NO. 1 to Form S-8 Registration Statement No. 333-126439 |
POST EFFECTIVE AMENDMENT NO. 1 to Form S-8 Registration Statement No. 333-128032 | |
| POST EFFECTIVE AMENDMENT NO. 2 to Form S-8 Registration Statement No. 333-134284 |
POST EFFECTIVE AMENDMENT NO. 1 to Form S-8 Registration Statement No. 333-150344 | |
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENVIRONMENTAL POWER CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1311 | 75-3117389 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
120 White Plains Road, 6th Floor
Tarrytown, New York 10591
(914) 631-1435
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Richard E. Kessel
President and Chief Executive Officer
Environmental Power Corporation
120 White Plains Road, 6th 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:
| Dennis Haines Vice President and General Counsel Environmental Power Corporation 120 White Plains Road, 6th Floor Tarrytown, New York 10591 Tel: (914) 631-1435 Fax: (914) 631-1436 |
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 |
TERMINATION OF OFFERING
This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by Environmental Power Corporation (the “Registrant”):
| • | Registration No. 33-70078, registering the offering of 500,000 shares of common stock to be sold by the Registrant pursuant to its 1993 Director Option Plan, of which 473,565 shares remain unsold; |
| • | Registration No. 333-98559, registering the offering of 778,571 shares of common stock to be sold by the Registrant pursuant to its 2001 Stock Incentive Plan, 2002 Director Option Plan and two option agreements entered into with a director, of which 522,126 shares remain unsold; |
| • | Registration No. 333-108258, registering the offering of 30,459 shares of common stock to be sold by the Registrant pursuant to its 2003 Incentive Compensation Plan, of which 30,459 shares remain unsold; |
| • | Registration No. 333-118521, registering the offering of 857,142 shares of common stock to be sold by the Registrant pursuant to three option agreements entered into with officers and directors, of which 857,142 shares remain unsold; |
| • | Registration No. 333-126439, registering the offering of 428,571 additional shares of common stock to be sold by the Registrant pursuant to its 2001 Stock Incentive Plan, of which 428,571 shares remain unsold; |
| • | Registration No. 333-128032, registering the offering of 1,200,000 shares of common stock to be sold by the Registrant pursuant to its 2005 Equity Incentive Plan, of which 1,200,000 shares remain unsold; |
| • | Registration No. 333-134284, registering the offering of 90,000 shares of common stock to be sold by the Registrant pursuant to its 2006 Director Option Plan, of which 90,000 shares remain unsold; and |
| • | Registration No. 333-150344, registering the offering of 500,000 shares of common stock to be sold by the Registrant pursuant to its 2006 Equity Incentive Plan, of which 364,750 shares remain unsold. |
The foregoing share amounts give effect to all previous post-effective amendments to the foregoing Registration Statements as well as the Registrant’s 1-for-7 reverse stock split effective November 30, 2004.
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.
| ENVIRONMENTAL POWER CORPORATION | ||
| By: | /S/ RICHARD E. KESSEL | |
| Richard E. Kessel | ||
| President and Chief Executive Officer | ||
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.
| Signature |
Title |
Date | ||
| /S/ RICHARD E. KESSEL Richard E. Kessel |
President, Chief Executive Officer and Director (Principal Executive Officer) |
March 29, 2010 | ||
| /S/ MICHAEL E. THOMAS Michael E. Thomas |
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
March 29, 2010 | ||
| /S/ JOSEPH E. CRESCI Joseph E. Cresci |
Chairman of the Board of Directors |
March 29, 2010 | ||
| /S/ KAMLESH R. TEJWANI Kamlesh R. Tejwani |
Vice Chairman of the Board of Directors |
March 29, 2010 | ||
| /S/ ROGER S. BALLENTINE Roger S. Ballentine |
Director |
March 29, 2010 | ||
|
John R. Cooper |
Director |
|||
| /S/ LON HATAMIYA Lon Hatamiya |
Director |
March 29, 2010 | ||
| /S/ STEVEN KESSNER Steven Kessner |
Director |
March 29, 2010 | ||
|
August Schumacher, Jr. |
Director |
|||
|
Robert I. Weisberg |
Director |
|||