MTI Amends Agreement for Private Placement of Common Stock
05 Maggio 2004 - 1:15AM
PR Newswire (US)
MTI Amends Agreement for Private Placement of Common Stock ALBANY,
N.Y., May 4 /PRNewswire-FirstCall/ -- Mechanical Technology
Incorporated announced today that Fletcher International, Ltd
(Fletcher), an accredited institutional investor, has agreed to
amendments to the private placement agreement between Mechanical
Technology Inc. (MTI) and Fletcher. On January 26th, 2004,
Mechanical Technology Incorporated entered into an agreement with
Fletcher whereby Fletcher purchased 1,418,842 shares of MTI common
stock at a purchase price of $7.05 per share resulting in aggregate
proceeds to the Company of $10 million before placement fees and
other offering expenses. In addition, Fletcher acquired rights to
purchase additional shares of MTI common stock through 2006.
Proceeds from the placement are being used, and are expected to
continue to be used to fund the operations of MTI MicroFuel Cells
Inc. (MTI Micro), a subsidiary of the Company, and other general
corporate purposes. The agreement, as amended, includes a change in
the exercise price for the rights to purchase additional shares of
MTI common stock to a fixed price of $6.34 per share from, in the
original agreement, $7.05 per share until December 31, 2005 and the
lesser of $7.05 per share or a variable price in 2006. The change
to a fixed price substantially reduces the potential for
shareholder dilution if shares had been purchased at a variable
price in 2006. The price remains subject to adjustment upon the
occurrence of certain limited events. The agreement, as amended,
also includes: * an increase in the rights to purchase additional
shares of MTI common stock to $28 million from $26 million; * a
reduction in Fletcher's right to purchase Plug Power Inc.
(NASDAQ:PLUG) common stock escrowed by the Company to a maximum of
2,700,000 shares from a maximum of 3,000,000 shares; * an extension
of the exercise period for the right to purchase Plug Power Inc.
common stock to one or more purchases between June 1, 2005 and
December 31, 2006 from a one-time purchase in June of 2005; * an
extension of MTI's ability to withdraw Plug Power Inc. common stock
from escrow through December 31, 2006 instead of through June 30,
2005; and an extension of the exercise period for the right to
invest the first $8 million in MTI's common stock to any time prior
to December 31, 2004 from any time prior to ninety business days
after the effective date of MTI's registration statement. The
Company will seek shareholder approval of the transaction, in
accordance with NASDAQ rules, at its Annual Shareholders' Meeting
to be held on June 24, 2004. Copies of the amended agreements will
be filed with the Securities and Exchange Commission on Form 8-K.
"We are pleased with Fletcher's agreement to amend the private
placement which provides MTI with an important source of capital
and provides our shareholders with increased protection from
potential dilution," said Dale W. Church, Chairman, and CEO of MTI.
"We continue to support MTI Micro in its drive to launch its first
product by the end of 2004, and as it steps forward into the
commercialization of DMFCs for consumer electronics." About MTI MTI
is primarily engaged in the development and commercialization of
direct methanol micro fuel cells through its subsidiary MTI
MicroFuel Cells Inc. (MTI Micro), and has announced plans to ship
its first product towards the end of 2004. MTI Micro has a
world-class team of entrepreneurial business executives,
researchers and scientists; a proprietary direct methanol micro
fuel cell power system and a number of system prototypes
demonstrating size reductions and performance improvements;
significant related intellectual property; and has received
government awards and developed strategic partnerships to help
accelerate commercialization. MTI is also engaged in the design,
manufacture, and sale of high-performance test and measurement
instruments and systems through its subsidiary MTI Instruments,
Inc. For more information about the company or subsidiaries please
visit http://www.mechtech.com/, http://www.mtimicrofuelcells.com/,
and http://www.mtiinstruments.com/. About Fletcher Fletcher
International, Ltd. and other affiliates of New York investment
firm Fletcher Asset Management, Inc. make supportive direct
investments in a wide range of responsible public companies,
emphasizing established and growing enterprises with business
practices founded on "sustainability." For more information, please
visit http://www.fletcher.com/ Safe Harbor Statement: Statements in
this press release which are not historical fact including
statements regarding managements intentions, hopes, beliefs,
expectations, representations, projections, plans or predictions of
the future are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements
include statements about progress towards, and cost of,
commercializing DMFCs, the impact that this investment will have on
commercialization and the development of additional products, and
the dilution MTI shareholders will experience as a result of this
transaction. It is important to note that the Company's actual
results may differ materially from those in any such
forward-looking statements. Factors that could cause actual results
to differ materially include, among others, risks related to this
transaction, financing, uncertainties in development,
manufacturing, competition and consumer demand for DMFCs, and the
risk factors listed from time to time in the Company's SEC reports
including but not limited to, the annual report on Form 10-K for
the year ended December 2003 and Quarterly Reports on Form 10-Q.
DATASOURCE: Mechanical Technology Incorporated CONTACT: George
Relan, Director, Corporate Relations of Mechanical Technology
Incorporated, +1-518-533-2220, Web site: http://www.mechtech.com/
http://www.mtiinstruments.com/ http://www.fletcher.com/
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