Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
MECHANICAL TECHNOLOGY INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
New York 14-1462255
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No,)
968 Albany-Shaker Rd., Latham, New York 12110
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(Address of Principal Executive Offices) (Zip Code)
MECHANICAL TECHNOLOGY INCORPORATED STOCK INCENTIVE PLAN
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(Full Title of the Plan)
CYNTHIA A. SCHEUER
Chief Financial Officer
Mechanical Technology Incorporated
968 Albany-Shaker Road
Latham, New York 12210
(518) 785-2211
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(Name, Address, and Telephone Number, including Area Code, of Agent for Service)
with a copy to:
RODNEY A. KNIGHT, Esq.
800 W. Long Lake Rd., Suite 180
Bloomfield Hills, Michigan 48302
(248) 647-4824
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Securities|Amount to be|Proposed Maximum|Proposed Maximum| Amount of |
to be Registered | Registered | Offering Price | Aggregate |Registration|
| | Per Share(1) |OfferingPrice(1)| Fee |
===============================================================================|
Common Stock, | 600,000 | | | |
$1.00 par value | shares | $5.00 | $3,000,000 | $885 |
================================================================================
(1) Estimated, pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the amount of the
registration fee, based on the average of the bid and asked prices for the
Common Stock quoted on the OTC Bulletin Board on December 8, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the instructions to Form S-8, the information required by the
instructions to Part I of Form S-8 to be included in the Section 10(a)
Prospectus is not included in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:
a. Annual Report on Form 10-K for the year ended September 30, 1996;
b. All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the Company's
fiscal year covered by said Form 10-K Report; and
c. The description of the Company's Common Stock included in the Registration
Statement on Form 10 filed in connection with the registration of the
Company's Common Stock under Section 12(g) of the Securities Exchange Act
of 1934.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold, or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
respective date of filing of each such document.
Item 4. Description of Securities.
not applicable
Item 5. Interests of Named Experts and Counsel.
not applicable
Item 6. Indemnification of Directors and Officers
The Company's By-Laws require the Company to indemnify its Directors and
officers against claims asserted against them in their capacities as such,
including claims under the Securities Act of 1933, to the fullest extent
permitted by the New York Business Corporation Law (BCL), obligate the Company
to advance such persons the costs of their defense against such claims, and
contain other provisions designed to ensure for such persons the maximum
protection possible against such claims. In addition to indemnification by
the Company under these By-Law provisions, the Company maintains indemnification
insurance covering all officers and Directors of the Company and its
subsidiaries, as permitted by BCL Section 726.
Item 7. Exemption from Registration Claimed
not applicable
Item 8. Exhibits.
Exhibit Number Description
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4.1 Certificate of Amendment of the Certificate of Incorporation of
the registrant, filed on March 6, 1986 (setting forth the
provisions of the Certificate of Incorporation, as amended,
relating to the authorized shares of the registrant's Common
Stock) - included in the copy of the Registrant's Certificate of
Incorporation, as amended, filed as Exhibit 3.1 to the
Registrant's Form 10-K Report, as amended, for its fiscal year
ended September 30, 1989 and incorporated herein by reference.
5.1 Opinion of Rodney A. Knight, Esq.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Rodney A. Knight, Esq. - included in his opinion
filed as Exhibit 5.1
Item 9. Undertakings.
(a) Rule 415 offerings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change to the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Filings incorporating subsequent Exchange Act documents by reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Filing of Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy is expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Latham, State of New York, on December 9, 1997 .
MECHANICAL TECHNOLOGY INCORPORATED
Date: December 9, 1997 By: /s/ Martin J. Mastroianni
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Martin J. Mastroianni, President
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
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/s/ George C. McNamee Chairman of the Board of Directors 11/20/97
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George C. McNamee
/s/ Martin J. Mastroianni President, Chief Operating Officer "
- ------------------------- (Principal Executive Officer) and
Martin J. Mastroianni a Director
/s/ Cynthia Scheuer Chief Financial Officer "
- ------------------------- (Principal Financial and Accounting
Cynthia Scheuer Officer)
/s/ Dale W. Church Director "
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Dale W. Church
/s/ R. Wayne Diesel Director "
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R. Wayne Diesel
/s/ Edward A. Dohring Director "
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Edward H. Dohring
/s/ Alan P. Goldberg Director "
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Alan P. Goldberg
/s/ E. Dennis O'Connor Director "
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E. Dennis O'Connor
/s/ Dr. Walter L. Robb Director "
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Dr. Walter L. Robb
/s/ Dr. Beno Sternlicht Director "
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Dr. Beno Sternlicht
INDEX TO EXHIBITS
Exhibit Number Description
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4.1 Certificate of Amendment of the Certificate of Incorporation
of the registrant, filed on March 6, 1986 (setting forth the
provisions of the Certificate of Incorporation, as amended,
relating to the authorized shares of the registrant's Common
Stock) - included in the copy of the Registrant's Certificate
of Incorporation, as amended, filed as Exhibit 3.1 to the
Registrant's Form 10-K Report, as amended, for its fiscal
year ended September 30, 1989 and incorporated herein by
reference.
5.1 Opinion of Rodney A. Knight, Esq.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Rodney A. Knight, Esq. - included in his opinion
filed as Exhibit 5.1
Exhibit 5.1
December 6, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
I have acted as counsel to Mechanical Technology Incorporated, a New York
corporation (the "Company"), in connection with a Registration Statement on
Form S-8 that is about to be filed by the Company with the Securities and
Exchange Commission with respect to an aggregate of 600,000 shares of the
Company's Common Stock that may be issued pursuant to the Company's Stock
Incentive Plan.
In my opinion, the shares of the Company's Stock that may be issued pursuant
to the Plan will, upon issuance thereof in accordance therewith and upon
payment therefor in accordance therewith, be legally issued, fully paid and
non-assessable shares of the Company's Common Stock.
I hereby consent to the use of this opinion as an exhibit to the aforementioned
Registration Statement.
Very truly yours,
/s/ Rodney A. Knight
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Mechanical Technology Incorporated (the Company) on Form S-8 (File No. ________)
of our report dated November 8, 1996, except as to Note 17, for which the date
is December 31, 1996, on our audits of the consolidated financial statements
of Mechanical Technology Incorporated as of September 30, 1996 and 1995, and
for the years ended September 30, 1996, 1995 and 1994 which report was included
in the Company's Annual Report on Form 10-K.
/s/COOPERS & LYBRAND L.L.P.
Albany, New York
December 8, 1997