UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K |
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CURRENT REPORT |
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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December 22, 2004 |
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Date of Report (Date of earliest event reported) |
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MECHANICAL TECHNOLOGY INCORPORATED |
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(Exact name of registrant as specified in its charter) |
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NEW YORK |
0-6890 |
14-1462255 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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431 NEW KARNER ROAD, ALBANY, NEW YORK 12205 (Address of principal executive offices) (Zip Code) |
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Registrant's telephone number, including area code: (518) 533-2200 |
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 (see General Instruction A.2. below):
[ ] 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))
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Item 3.02 Unregistered Sales of Equity Securities
On December 22, 2004, Mechanical Technology Incorporated ("MTI" or "Company") sold 1,261,829 shares of the Company's common stock at a purchase price of $6.34 per share to Fletcher International, Ltd. ("Fletcher"). Proceeds from the sale were $8 million before fees and expenses.
The Certificate of Additional Investment Rights held by Fletcher International, Ltd. was revised to reflect this transaction, and is included as Exhibit 4.1 to this Report.
The sale of securities was a private placement transaction, exempt from registration under the Securities Act of 1933 pursuant to section 4(2) thereof.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
Description |
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4.1 |
Certificate of Additional Investment Rights issued to Fletcher International, Ltd. |
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 hereunto duly authorized.
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MECHANICAL TECHNOLOGY INCORPORATED |
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Date: December 27, 2004 |
By: /S/ CYNTHIA A. SCHEUER Name: Cynthia A. Scheuer |
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Title: Vice President and Chief Financial Officer |
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