UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 4, 2002
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Environmental Power Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-15472 04-2782065
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Cate Street, 4/th/ Floor, Portsmouth, New Hampshire 03801
(Address of principal executive offices)
(603) 431-1780
(Registrant's telephone number, including area code)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.08 Letter to Shareholders of Environmental Power Corporation ("POWR"),
dated May 30, 2002, to be included in First Quarter 2002 brochure to
shareholders.
Item 9. Regulation FD Disclosure
The letter attached as Exhibit 99.08 hereto is furnished pursuant to Regulation
FD. It is not filed.
Cautionary Statement
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements. Certain statements made in the
exhibit to this report, such as statements concerning our strategy to penetrate
and become the dominant player in the field of anaerobic digestion, aggressive
growth objectives and intent to disseminate company information and other
statements contained herein which are not historical facts are forward looking
statements as such term is defined in the Act. Without limiting the foregoing,
the words "believes", "anticipates", "plans", "expects", "will" and similar
expressions are intended to identify forward-looking statements. Because such
statements involve risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements. Factors that
could cause actual results to differ materially include, but are not limited to,
uncertainties involving development stage companies, financing requirements and
uncertainties, difficulties involved in executing on a business plan,
technological uncertainties, risks relating to managing and integrating acquired
businesses, volatile and unpredictable developments (including plant outages and
repair requirements), the difficulty of estimating construction, development,
repair and maintenance costs and timeframes, the uncertainties involved in
estimating insurance and implied warranty recoveries, if any, the inability to
predict the course or outcome of any negotiations with parties involved with
POWR's or Microgy Cogeneration Systems, Inc.'s projects, uncertainties relating
to general economic and industry conditions, the amount and rate of growth in
expenses, uncertainties relating to government and regulatory policies, the
legal environment, intellectual property issues, the competitive environment in
which POWR and Microgy operate and other factors, including those described in
POWR's filings with the Securities and Exchange Commission, including the
section "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Certain Factors That May Impact Future Results" of POWR's
Annual Report on Form 10-K for the period ended December 31, 2001. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates. POWR undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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 thereunto duly authorized.
ENVIRONMENTAL POWER CORPORATION
June 4, 2002 /s/ R. Jeffrey Macartney
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R. Jeffrey Macartney
Treasurer and
Chief Financial Officer
(principal accounting officer
and authorized officer)