UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
December 26, 2012 (December 21, 2012)
Active Power, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-30939
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74-2961657
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2128 W. Braker Lane, BK12
Austin, Texas 78758
(Address of principal executive offices, including zip code)
(512) 836-6464
(Registrant’s telephone number, including area code)
Not Applicable
(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 registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On December 21, 2012, Active Power, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment of the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a reverse stock split of the Company’s outstanding Common Stock at a reverse split ratio of five-for-one (the “Reverse Stock Split”), reduce the total number of shares of Common Stock that the Company is authorized to issue to 30,000,000, and reduce the total number of shares of Preferred Stock that the Company is authorized to issue to 2,000,000. The par value per share of the common stock before and after the split is $0.001. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
The Reverse Stock Split became effective as of 5:00 a.m. EST on December 21, 2012.
Under the terms of the Company’s equity plans,, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options to purchase shares of the Company’s common stock, the number of shares issuable upon the vesting of outstanding restricted stock units and the number of shares reserved for issuance pursuant to such plans.
No scrip or fractional shares will be issued as a result of the Reverse Stock Split. Instead, the Company will pay, in cash, the value of any fractional share interest arising from the Reverse Stock Split.
The new CUSIP number for the Company’s common stock following the reverse stock split is 00504W 308.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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3.1
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Certificate of Amendment to Restated Certificate of Incorporation
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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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Date: December 27, 2012
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ACTIVE POWER, INC.
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By:
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/s/ J. Douglas Milner, | ||
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J. Douglas Milner,
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Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Certificate of Amendment to Restated Certificate of Incorporation
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Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
ACTIVE POWER, INC.
Active Power, Inc., a corporation organized and existing under the laws of the State of Delaware, Does Hereby Certify:
First: The name of this corporation is Active Power, Inc.
Second: The original Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on March 29, 2000. A Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 7, 2006.
Third: Pursuant to Section 242 of the General Corporate Law of the State of Delaware (the “DGCL”), this Certificate of Amendment of Restated Certificate of Incorporation amends and restates Article IV, Section A of the Restated Certificate of Incorporation of this corporation to read in its entirety as follows:
“A. Authorized Shares. Effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment of Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware, each five (5) shares of the Company’s Common Stock, par value $0.001 per share, issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.001 per share, of the Company. No fractional shares shall be issued and, in lieu thereof, any holder of less than one (1) share of Common Stock shall be entitled to receive cash for such holder’s fractional share based upon the closing sales price of the Company’s Common Stock as reported on the Nasdaq Capital Market, as of the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware. The aggregate number of shares that the Company shall have authority to issue is Thirty Two Million (32,000,000), (a) Thirty Million (30,000,000) shares of which shall be common stock, par value $0.001 per share (“Common Stock”), and (b) Two Million (2,000,000) shares of which shall be preferred stock, par value $0.001 per share (“Preferred Stock”). Of such shares of Preferred Stock, Eighty Thousand (80,000) shall be designated as “Series A Junior Participating Preferred Stock,” the rights, preferences and privileges of which are set forth in the Certificate of Designation of Series A Junior Participating Preferred Stock of Active Power filed with the Secretary of State of Delaware on December 18, 2001.”
Fourth: This Certificate of Amendment of Restated Certificate of Incorporation has been duly adopted by the board of directors and stockholders of this corporation in accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, Active Power, Inc. has caused this Certificate of Amendment of Restated Certificate of Incorporation to be signed by J. Douglas Milner, its President and Chief Executive Officer, this 21st day of December, 2012.
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By:
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/s/ J. Douglas Milner
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J. Douglas Milner,
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President and Chief Executive Officer
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