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): May 6, 2005
BEACON POWER CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-16171 04-3372365
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
234 BALLARDVALE STREET
WILMINGTON, MA 01887
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 978-694-9121
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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Item 5.02 Departure of Director and Principal Officer; Election of Director;
Appointment of Principal Officer
Beacon Power Corporation (the "Company") has announced that effective as of
May 6, 2005, Philip J. Deutch resigned as a director of the Company and John C.
Fox was appointed to fill the vacancy created by Mr. Deutch's resignation.
Messrs. F. William Capp, Jack P. Smith, Stephen P. Adik, Kenneth M. Socha and
William E. Stanton will continue as directors of the Company. Mr. Deutch has
indicated that his reasons for deciding to resign are personal and unrelated to
his service as a director of the Company. Mr. Deutch has also indicated that his
resignation is not due to any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.
Mr. Fox is also a member of the board of directors of NxtPhase T&D
Corporation ("NxtPhase"). The Company and a wholly-owned subsidiary of the
Company have entered into an Arrangement Agreement with NxtPhase for the
acquisition of all outstanding common shares and Class A preferred shares of
NxtPhase. Mr. Fox is a managing director of Perseus, L.L.C., which through its
affiliates, is the largest stockholder of each of NxtPhase and the Company.
Since the beginning of the last fiscal year for each of the Company and
NxtPhase, there have been no transactions, or series of transactions between Mr.
Fox or any member of his immediate family and either the Company or NxtPhase in
which the amount involved exceeded $60,000 and in which Mr. Fox or his immediate
family has, or will have, a direct or indirect material interest.
The Company will provide Mr. Fox with stock options and cash fees in
accordance with its policies for its directors. For the vesting period
commencing May 6 and ending November 30, 2005, the options granted to him will
cover 29,168 common shares, at an exercise price of $0.87 per share. The options
vest in equal monthly installments, and vesting ceases when Mr. Fox is no longer
a director. Vested options are forfeited in the event of breach of conduct.
A copy of the Company's form of Indemnification Agreement for directors is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The Company will sign a copy of this agreement with Mr. Fox
and its other directors, and will also sign a substantially identical version of
it with its executive officers. The current form represents an amendment to the
form used in the past, principally in how it defines change of control for
purposes of the agreement's provisions that give indemnified persons certain
protective rights when such a change has occurred. The principal changes in the
definition include increasing from 35% to 40% the percentage that a stockholder
must obtain for such percentage to constitute a change of control, exempting
from the definition a merger in which the persons who own the Company before the
merger own at least 80% of the Company after the merger, and clarifying that no
event constitutes a change of control if the event has been approved by
appropriate members of the Board of Directors.
A copy of the press release issued by the Company on May 10, 2005 is filed
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Form of Indemnification Agreement.
99.1 Press release of Beacon Power Corporation dated May 10, 2005.
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.
BEACON POWER CORPORATION
Date: May 10, 2005 By:/s/ James M. Spiezio
-----------------------
Name: James M. Spiezio
Title: Chief Financial Officer
Exhibit Index
Exhibit No. Description
10.1 Form of Indemnification Agreement.
99.1 Press release of Beacon Power Corporation dated May 10, 2005.