As filed with the Securities and Exchange Commission on July 7, 2005
Registration No. 333-108258
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ENVIRONMENTAL POWER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 75-3117389 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| One Cate Street, Fourth Floor Portsmouth, New Hampshire |
03801 | |
| (Address of Principal Executive Offices) | (Zip Code) |
2003 Incentive Compensation Plan
(Full Title of the Plan)
Joseph E. Cresci
Chairman
Environmental Power Corporation
One Cate Street, 4th Floor
Portsmouth, New Hampshire 03801
(Name and Address of Agent For Service)
(603) 431-1780
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Scott E. Pueschel, Esq.
Pierce Atwood
One New Hampshire Avenue, Suite 350
Portsmouth, New Hampshire 03801
(603) 433-6300
EXPLANATORY NOTE
Pursuant to a registration statement on Form S-8 (the “2003 Plan Registration Statement”) filed with the Commission on August 27, 2003 (File No. 333-108258), the Registrant registered 2,000,000 shares of its Common Stock, $0.01 par value per share (“Common Stock”), issuable in connection with the Registrant’s 2003 Incentive Compensation Plan (the “2003 Plan”). On June 23, 2004, the Board of Directors of the Registrant elected to terminate the 2003 Plan. At the time of termination of the 2003 Plan, an aggregate of 1,786,786 shares of Common Stock covered by the 2003 Plan Registration Statement had not previously been issued or were not subject to outstanding stock awards (the “Unused 2003 Shares”). After giving effect to the Registrant’s 1-for-7 reverse stock split which occurred on November 30, 2004, the number of Unused 2003 Shares is equal to 255,255.
This Post-Effective Amendment No. 1 to the 2003 Plan Registration Statement is being filed for the purpose of transferring the Unused 2003 Shares to a registration statement on Form S-8 filed on or about the date hereof, registering an additional 428,571 shares of Common Stock issuable pursuant to stock based awards to be issued under the Company’s Restated 2001 Stock Incentive Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Portsmouth, New Hampshire on this 6th day of July, 2005.
| ENVIRONMENTAL POWER CORPORATION | ||
| By: | /s/ Kamlesh R. Tejwani | |
| Kamlesh R. Tejwani | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Joseph E. Cresci Joseph E. Cresci |
Chairman |
July 6, 2005 | ||
| * Kamlesh R. Tejwani |
President and Chief Executive Officer (Principal Executive Officer) |
July 6, 2005 | ||
| /s/ John F. O’Neill John F. O’Neill |
Chief Financial Officer (Principal Financial and Accounting Officer) |
July 6, 2005 | ||
| * Donald A. Livingston |
Director |
July 6, 2005 | ||
| * Robert I. Weisberg |
Director |
July 6, 2005 | ||
| * John R. Cooper |
Director |
July 6, 2005 | ||
| * Jessie J. Knight, Jr. |
Director |
July 6, 2005 | ||
| * August Schumacher, Jr. |
Director |
July 6, 2005 | ||
| *By: |
/s/ Joseph E. Cresci | |
| Joseph E. Cresci, Attorney-in-Fact |
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