|
SECURITIES AND EXCHANGE COMMISSION
|
|
|
Washington, D.C. 20549
|
|
|
SCHEDULE 13G
|
|
|
Under the Securities Exchange Act of 1934
|
|
|
(Amendment No. __)*
|
|
|
Active Power, Inc.
|
|
|
(Name of Issuer)
|
|
|
Common Stock, par value $0.001 per share
|
|
|
(Title of Class of Securities)
|
|
|
00504W100
|
|
|
(CUSIP Number)
|
|
|
March 7, 2012
|
|
|
(Date of Event Which Requires Filing of This Statement)
|
|
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
|
|
¨
|
Rule 13d-1(b)
|
|
x
|
Rule 13d-1(c)
|
|
¨
|
Rule 13d-1(d)
|
|
(Page 1 of 17 Pages)
|
|
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 00504W100
|
13G
|
Page 2 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSON
Ardsley Partners Fund II, L.P.
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||||
|
6
|
SHARED VOTING POWER
1,951,047 shares of Common Stock
|
|||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||||
|
8
|
SHARED DISPOSITIVE POWER
1,951,047 shares of Common Stock
|
|||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,951,047 shares of Common Stock
|
|||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%
|
|||||
|
12
|
TYPE OF REPORTING PERSON
PN
|
|||||
|
CUSIP No. 00504W100
|
13G
|
Page 3 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSON
Ardsley Partners Institutional Fund, L.P.
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||||
|
6
|
SHARED VOTING POWER
1,594,300 shares of Common Stock
|
|||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||||
|
8
|
SHARED DISPOSITIVE POWER
1,594,300 shares of Common Stock
|
|||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,594,300 shares of Common Stock
|
|||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
|
|||||
|
12
|
TYPE OF REPORTING PERSON
PN
|
|||||
|
CUSIP No. 00504W100
|
13G
|
Page 4 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSON
Ardsley Partners Renewable Energy Fund, L.P.
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||||
|
6
|
SHARED VOTING POWER
2,649,236 shares of Common Stock
|
|||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||||
|
8
|
SHARED DISPOSITIVE POWER
2,649,236 shares of Common Stock
|
|||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,649,236 shares of Common Stock
|
|||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
|
|||||
|
12
|
TYPE OF REPORTING PERSON
PN
|
|||||
|
CUSIP No. 00504W100
|
13G
|
Page 5 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSON
Ardsley Offshore Fund, Ltd.
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||||
|
6
|
SHARED VOTING POWER
129,800 shares of Common Stock
|
|||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||||
|
8
|
SHARED DISPOSITIVE POWER
129,800 shares of Common Stock
|
|||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,800 shares of Common Stock
|
|||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
|||||
|
12
|
TYPE OF REPORTING PERSON
CO
|
|||||
|
CUSIP No. 00504W100
|
13G
|
Page 6 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSON
Ardsley Renewable Energy Offshore Fund, Ltd.
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||||
|
6
|
SHARED VOTING POWER
176,400 shares of Common Stock
|
|||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||||
|
8
|
SHARED DISPOSITIVE POWER
176,400 shares of Common Stock
|
|||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
176,400 shares of Common Stock
|
|||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
|
|||||
|
12
|
TYPE OF REPORTING PERSON
CO
|
|||||
|
CUSIP No. 00504W100
|
13G
|
Page 7 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSON
Ardsley Advisory Partners
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||||
|
6
|
SHARED VOTING POWER
7,278,383 shares of Common Stock
|
|||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||||
|
8
|
SHARED DISPOSITIVE POWER
7,278,383 shares of Common Stock
|
|||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,278,383 shares of Common Stock
|
|||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
|
|||||
|
12
|
TYPE OF REPORTING PERSON
PN; IA
|
|||||
|
CUSIP No. 00504W100
|
13G
|
Page 8 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSON
Ardsley Partners I
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
6,194,583 shares of Common Stock
|
||||
|
6
|
SHARED VOTING POWER
0
|
|||||
|
7
|
SOLE DISPOSITIVE POWER
6,194,583 shares of Common Stock
|
|||||
|
8
|
SHARED DISPOSITIVE POWER
0
|
|||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,194,583 shares of Common Stock
|
|||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
|
|||||
|
12
|
TYPE OF REPORTING PERSON
PN
|
|||||
|
CUSIP No. 00504W100
|
13G
|
Page 9 of 17 Pages
|
|
1
|
NAME OF REPORTING PERSON
Philip J. Hempleman
|
|||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
||||
|
3
|
SEC USE ONLY
|
|||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
||||
|
6
|
SHARED VOTING POWER
7,278,383 shares of Common Stock
|
|||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||||
|
8
|
SHARED DISPOSITIVE POWER
7,278,383 shares of Common Stock
|
|||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,278,383 shares of Common Stock
|
|||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
|
|||||
|
12
|
TYPE OF REPORTING PERSON
IN
|
|||||
|
CUSIP No. 00504W100
|
13G
|
Page 10 of 17 Pages
|
|
Item 1 (a).
|
NAME OF ISSUER
|
|
The name of the issuer is Active Power, Inc. (the "Company").
|
|
Item 1(b).
|
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
|
|
The Company's principal executive offices are located 2128 W. Braker Lane, BK12, Austin, Texas 78758.
|
|
Item 2 (a).
|
NAME OF PERSON FILING
|
|
|
This statement is filed by:
|
||
|
(i)
|
Ardsley Partners Fund II, L.P., a Delaware limited partnership ("AP II"), with respect to the shares of common stock, par value $0.001 per share ("Common Stock") directly owned by it;
|
|
|
(ii)
|
Ardsley Partners Institutional Fund, L.P., a Delaware limited partnership ("Ardsley Institutional"), with respect to the shares of Common Stock directly owned by it;
|
|
|
(iii)
|
Ardsley Partners Renewable Energy Fund, L.P., a Delaware limited partnership ("Ardsley Energy"), with respect to the shares of Common Stock directly owned by it;
|
|
|
(iv)
|
Ardsley Offshore Fund, Ltd., a British Virgin Islands corporation ("Ardsley Offshore"), with respect to the shares of Common Stock directly owned by it;
|
|
|
(v)
|
Ardsley Renewable Energy Offshore Fund, Ltd., a British Virgin Islands Corporation ("Ardsley Energy Offshore"), with respect to the shares of Common Stock directly owned by it;
|
|
|
(vi)
|
Ardsley Advisory Partners, a New York general partnership ("Ardsley") which serves as Investment Manager of Ardsley Offshore and Ardsley Energy Offshore and as Investment Adviser of AP II, Ardsley Institutional, Ardsley Energy and a certain managed account, with respect to the shares of Common Stock directly owned by Ardsley Offshore, Ardsley Energy Offshore, AP II, Ardsley Institutional, Ardsley Energy and the managed account;
|
|
|
(vii)
|
Ardsley Partners I, a New York general partnership ("Ardsley Partners") which serves as General Partner of AP II, Ardsley Institutional and Ardsley Energy, with respect to the shares of Common Stock owned by AP II, Ardsley Institutional and Ardsley Energy; and
|
|
|
(viii)
|
Philip J. Hempleman ("Mr. Hempleman"), the Managing Partner of Ardsley and Ardsley Partners, with respect to the shares of Common Stock owned by AP II, Ardsley Institutional, Ardsley Energy, Ardsley Offshore, Ardsley Energy Offshore and the managed account.
|
|
|
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purpose of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
|
||
|
CUSIP No. 00504W100
|
13G
|
Page 11 of 17 Pages
|
|
Item 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
|
|
The address of the business office of each of the Reporting Persons, with the exception of Ardsley Offshore and Ardsley Energy Offshore, is 262 Harbor Drive, Stamford, Connecticut 06902.
|
|
|
The address of the registered office of Ardsley Offshore and Ardsley Energy Offshore is Romasco Place, Wickhams Cay 1, Road Town Tortola, British Virgin Islands.
|
|
Item 2(c).
|
CITIZENSHIP
|
|
AP II, Ardsley Institutional and Ardsley Energy are Delaware limited partnerships. Ardsley Offshore and Ardsley Energy Offshore are British Virgin Islands corporations. Ardsley and Ardsley Partners are New York general partnerships. Mr. Hempleman is a United States Citizen.
|
|
|
Item 2(d).
|
TITLE OF CLASS OF SECURITIES
|
|
Common Stock, par value $0.001 per share.
|
|
Item 2(e).
|
CUSIP NUMBER
|
|
00504W100
|
|
CUSIP No. 00504W100
|
13G
|
Page 12 of 17 Pages
|
|
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
|
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Act;
|
|
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
(c)
|
¨
|
Insurance company as defined in Section 3(a)(19) of the Act;
|
|
|
(d)
|
¨
|
Investment company registered under Section 8 of the Investment Company Act of 1940;
|
|
|
(e)
|
¨
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
|
(k)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: __________________________________
|
|
Item 4.
|
OWNERSHIP
|
|
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
|
|
|
The Company communicated to the Reporting Persons via email on March 9, 2012 that the total number of outstanding shares of Common Stock as of March 7, 2012 was 95,427,235. The percentages used herein and in the rest of this Schedule 13G are based upon such number of shares of Common Stock outstanding determined in accordance with Rule 13-D(1)(j).
|
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
|
Not applicable.
|
|
CUSIP No. 00504W100
|
13G
|
Page 13 of 17 Pages
|
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
|
Ardsley, the Investment Manager of Ardsley Offshore and Ardsley Energy Offshore and the Investment Adviser of AP II, Ardsley Institutional, Ardsley Energy and a certain managed account, has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by Ardsley Offshore, Ardsley Energy Offshore, AP II, Ardsley Institutional, Ardsley Energy and such managed account, and accordingly may be deemed the direct "beneficial owner" of such shares of Common Stock.
Ardsley Partners, the General Partner of AP II, Ardsley Institutional and Ardsley Energy, shares the power to vote and direct the disposition of the shares of Common Stock owned by AP II, Ardsley Institutional and Ardsley Energy, and, accordingly, may be deemed the direct "beneficial owner" of such shares of Common Stock.
Mr. Hempleman is the Managing Partner of Ardsley and Ardsley Partners and in that capacity directs their operations and therefore may be deemed to be the indirect "beneficial owner" of the shares of Common Stock owned by AP II, Ardsley Offshore, Ardsley Institutional, Ardsley Energy, Ardsley Energy Offshore and a certain managed account. Mr. Hempleman disclaims beneficial ownership of all of the shares of Common Stock reported in this 13G.
|
|
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
|
|
Not applicable.
|
|
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
|
Not applicable.
|
|
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
|
Not applicable.
|
|
|
Item 10.
|
CERTIFICATION
|
|
|
Each of the Reporting Persons hereby makes the following certification:
|
||
|
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
||
|
CUSIP No. 00504W100
|
13G
|
Page 14 of 17 Pages
|
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: March 16, 2012
|
ARDSLEY PARTNERS FUND II, L.P.
|
|
BY:
|
ARDSLEY PARTNERS I,
|
|
|
GENERAL PARTNER
|
||
|
BY:
|
/s/ Steve Napoli
|
|
|
Steve Napoli
|
||
|
General Partner
|
||
|
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
|
||
|
BY:
|
ARDSLEY PARTNERS I,
|
|
|
GENERAL PARTNER
|
||
|
BY:
|
/s/ Steve Napoli
|
|
|
Steve Napoli
|
||
|
General Partner
|
||
|
ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.
|
||
|
BY:
|
ARDSLEY PARTNERS I,
|
|
|
GENERAL PARTNER
|
||
|
BY:
|
/s/ Steve Napoli
|
|
|
Steve Napoli
|
||
|
General Partner
|
||
|
ARDSLEY OFFSHORE FUND, LTD.
|
||
|
BY:
|
/s/ Steve Napoli
|
|
|
Steve Napoli
|
||
|
Director
|
||
|
ARDSLEY RENEWABLE ENERGY OFFSHORE FUND, LTD.
|
||
|
BY:
|
/s/ Steve Napoli
|
|
|
Steve Napoli
|
||
|
Director
|
||
|
CUSIP No. 00504W100
|
13G
|
Page 15 of 17 Pages
|
|
ARDSLEY ADVISORY PARTNERS
|
|||
|
BY:
|
/s/ Steve Napoli
|
||
|
Steve Napoli
|
|||
|
Partner
|
|||
|
ARDSLEY PARTNERS I
|
|||
|
BY:
|
/s/ Steve Napoli
|
||
|
Steve Napoli
|
|||
|
General Partner
|
|||
|
PHILIP J. HEMPLEMAN, INDIVIDUALLY
|
|||
|
BY:
|
/s/ Steve Napoli*
|
||
|
Steve Napoli
|
|||
|
As attorney in fact for
|
|||
|
Philip J. Hempleman
|
|||
|
*
|
Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.
|
||
|
CUSIP No. 00504W100
|
13G
|
Page 16 of 17 Pages
|
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: March 16, 2012
|
ARDSLEY PARTNERS FUND II, L.P.
|
||
|
BY:
|
ARDSLEY PARTNERS I,
|
|
|
GENERAL PARTNER
|
||
|
BY:
|
/s/ Steve Napoli
|
|
|
Steve Napoli
|
||
|
General Partner
|
||
|
ARDSLEY PARTNERS INSTITUTIONAL FUND, L.P.
|
||
|
BY:
|
ARDSLEY PARTNERS I,
|
|
|
GENERAL PARTNER
|
||
|
BY:
|
/s/ Steve Napoli
|
|
|
Steve Napoli
|
||
|
General Partner
|
||
|
ARDSLEY PARTNERS RENEWABLE ENERGY FUND, L.P.
|
||
|
BY:
|
ARDSLEY PARTNERS I,
|
|
|
GENERAL PARTNER
|
||
|
BY:
|
/s/ Steve Napoli
|
|
|
Steve Napoli
|
||
|
General Partner
|
||
|
ARDSLEY OFFSHORE FUND, LTD.
|
||
|
BY:
|
/s/ Steve Napoli
|
|
|
Steve Napoli
|
||
|
Director
|
||
|
CUSIP No. 00504W100
|
13G
|
Page 17 of 17 Pages
|
|
ARDSLEY RENEWABLE ENERGY OFFSHORE FUND, LTD.
|
|||
|
BY:
|
/s/ Steve Napoli
|
||
|
Steve Napoli
|
|||
|
Director
|
|||
|
ARDSLEY ADVISORY PARTNERS
|
|||
|
BY:
|
/s/ Steve Napoli
|
||
|
Steve Napoli
|
|||
|
Partner
|
|||
|
ARDSLEY PARTNERS I
|
|||
|
BY:
|
/s/ Steve Napoli
|
||
|
Steve Napoli
|
|||
|
General Partner
|
|||
|
PHILIP J. HEMPLEMAN, INDIVIDUALLY
|
|||
|
BY:
|
/s/ Steve Napoli*
|
||
|
Steve Napoli
|
|||
|
As attorney in fact for
|
|||
|
Philip J. Hempleman
|
|||
|
*
|
Evidence of Power of Attorney was filed with the Schedule 13G/A filed on February 15, 2006 (Acc-no: 0000902664-06-000895) and is incorporated by reference into this filing.
|
||