UNITED STATES
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): September 1, 2006
ACTIVE POWER, INC.
(Exact Name of Registrant as Specified in Its Charter)
| | | | |
| Delaware | | 000-30939 | | 74-2961657 |
(State of Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 2128 W. Braker Lane, BK12, Austin, Texas | | 78758 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code) (512) 836-6464
N/A
(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 registration 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)) |
This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than historical or current facts, including, without limitation, statements about our business strategy, plans and objectives of management and our future prospects, are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from these expectations.
You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “continue” and other similar words. You should read statements that contain these words carefully because they discuss our future expectations, make projections of our future results of operations or financial condition, or state other “forward-looking” information. We believe that it is important to communicate our future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. The factors listed in Exhibit 99.2 captioned “Risk Factors” as well as any cautionary language included in this Report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we described in our forward-looking statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Section 8—Other Events
Item 8.01. Other Events.
On September 1, 2006, Active Power, Inc. filed a Registration Statement on Form S-3. This registration statement included descriptions of Active Power’s business and risk factors that reflect recent developments. These revised business and risk factors sections are filed as exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K. Active Power undertakes no duty to update the attached descriptions except as required pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended.
Section 9—Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
| | |
| Exhibit Number | | Description |
| |
| 99.1 | | Business Description |
| |
| 99.2 | | Risk Factors |
SIGNATURE
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.
| | | | | | | | |
| | | | ACTIVE POWER, INC. |
| | | |
| Dated: September 1, 2006 | | | | By: | | /s/ John Penver |
| | | | | | | | John Penver Vice President and Chief Financial Officer |
