- Post-Effective Amendment to an S-8 filing (S-8 POS)
March 29 2010 - 3:51PM
Edgar (US Regulatory)
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
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POST EFFECTIVE AMENDMENT NO. 2
to Form S-8 Registration Statement No. 33-70078
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POST EFFECTIVE AMENDMENT NO. 2
to Form S-8 Registration Statement No. 333-98559
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POST EFFECTIVE AMENDMENT NO. 2
to Form S-8 Registration Statement No. 333-108258
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POST EFFECTIVE AMENDMENT NO. 1
to Form S-8 Registration Statement No. 333-118521
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POST EFFECTIVE AMENDMENT NO. 1
to Form S-8 Registration Statement No. 333-126439
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POST EFFECTIVE AMENDMENT NO. 1
to Form S-8 Registration Statement No. 333-128032
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POST EFFECTIVE AMENDMENT NO. 2
to Form S-8 Registration Statement No. 333-134284
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POST EFFECTIVE AMENDMENT NO. 1
to Form S-8 Registration Statement No. 333-150344
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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 registrant’s 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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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”):
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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;
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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;
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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;
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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;
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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;
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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;
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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
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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.
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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.
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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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