As filed with the Securities and Exchange Commission on September 28, 2007.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
ENVIRONMENTAL POWER CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 4991 | 04-782065 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
One Cate Street, 4th Floor
Portsmouth, New Hampshire 03801
(603) 431-1780
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Richard E. Kessel
President and Chief Executive Officer
One Cate Street, 4th Floor
Portsmouth, New Hampshire 03801
(603) 431-1780
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Dennis Haines General Counsel One Cate Street, Portsmouth, New Hampshire 03801 Tel: (603) 431-1780 Fax: (603) 431-2650 |
Scott Pueschel, P.C. Pierce Atwood LLP One New Hampshire Avenue, Portsmouth, New Hampshire 03801 Tel: (603) 433-6300 Fax: (603) 433-6372 |
Stephen T. Adams, Esq. Goodwin Procter LLP 53 State Street Exchange Place Boston, Massachusetts 02109 Tel: (617) 570-1000 Fax: (617) 523-1231 |
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. ¨
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. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. x 333-145732
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. ¨
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. ¨
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. ¨
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Amount to Be Registered |
Offering Price Per Share |
Aggregate Offering Price |
Amount of Registration Fee | ||||||||
| Common Stock |
1,035,000 | (1) | $ | 5.25 | $ | 5,433,750 | $ | 167.00 | ||||
| (1) | Includes 135,000 shares of common stock issuable upon exercise of the underwriter’s over-allotment option. |
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.01 per share, of Environmental Power Corporation, a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (File No. 333-145732) are incorporated in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portsmouth, State of New Hampshire, on September 27, 2007.
| ENVIRONMENTAL POWER CORPORATION | ||
| By: |
/s/ Richard E. Kessel
| |
| Richard E. Kessel | ||
| President and Chief Executive Officer | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement 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) | September 27, 2007 | ||
| /S/ MICHAEL E. THOMAS
Michael E. Thomas |
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | September 27, 2007 | ||
| /S/ JOSEPH E. CRESCI Joseph E. Cresci |
Chairman of the Board of Directors | September 27, 2007 | ||
| /S/ KAMLESH R. TEJWANI Kamlesh R. Tejwani |
Vice Chairman of the Board of Directors | September 27, 2007 | ||
|
John R. Cooper |
Director | |||
| /S/ LON HATAMIYA Lon Hatamiya |
Director | September 27, 2007 | ||
|
Steven Kessner |
Director | |||
| /S/ AUGUST SCHUMACHER, JR. August Schumacher, Jr. |
Director | September 27, 2007 | ||
|
Robert I. Weisberg |
Director | |||
|
Roger S. Ballentine |
Director | |||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 5.1 | Opinion of Pierce Atwood LLP | |
| 23.1 | Consent of Vitale, Caturano & Co., Ltd. | |
| 23.2 | Consent of Pierce Atwood LLP (included in Exhibit 5.1) | |