SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): October 1, 2004
ENVIRONMENTAL POWER CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-15472 | 75-3117389 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
One Cate Street, Fourth Floor, Portsmouth, New Hampshire 03801
(Address of principal executive offices, including zip code)
(603) 431-1780
(Registrant’s telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
Effective October 1, 2004, the Certificate of Incorporation of Environmental Power Corporation (the “Registrant”) was amended to increase the number of shares of the Registrant’s Common Stock, $0.01 par value per share (the “Common Stock”), which the Registrant is authorized to issue from 50,000,000 to 150,000,000 (the “Amendment”). The Amendment does not change the rights of the holders of Common Stock in any respect. Therefore, the Registrant does not believe the Amendment represents a material modification to the rights of the holders of Common Stock. Notwithstanding the foregoing, the Registrant has elected to disclose the Amendment pursuant to Item 3.03 of Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
| 3.01 | Certificate of Amendment to Certificate of Incorporation of the Registrant |
2
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 hereunto duly authorized.
| ENVIRONMENTAL POWER CORPORATION | ||
| By: |
/s/ R. Jeffrey Macartney | |
| R. Jeffrey Macartney | ||
| Chief Financial Officer | ||
Dated: October 6, 2004
3