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): April 18, 1996
Mechanical Technology Incorporated
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
0-6890 14-1462255
(Commission File Number) (I.R.S. Employer Identification No.)
968 Albany-Shaker Road, Latham, New York 12110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 785-2211
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Item 5. Other Events.
On April 18, 1996, the Registrant issued a press release
regarding the approval that had been granted by the Registrant's
Board of Directors, for purposes of Section 912 of the New York
Business Corporation Law, with respect to the proposed purchase by
First Albany Companies of 909,091 shares of the Registrant's common
stock (representing about 25% of the Registrant's outstanding
shares) and approximately $4 million of the Registrant's debt. A
copy of this press release is filed herewith as Exhibit 20.2 and is
incorporated herein by reference.
On April 19, 1996, the Registrant issued a press release
regarding an agreement in principle that had been reached for the
sale of the Registrant's Ling Electronics, Inc. subsidiary. A copy
of this press release is filed herewith as Exhibit 20.3 and is
incorporated herein by reference.
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Item 7. Financial Statements, ProForma Financial Information and
Exhibits.
(a) None.
(b) None.
(c) The following exhibits are filed herewith:
20.2 Press release issued by the Registrant, dated
April 18, 1996.
20.3 Press release issued by the Registrant, dated
April 19, 1996.
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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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MECHANICAL TECHNOLOGY INCORPORATED
Date: April 23, 1996 By: /s/ R. Wayne Diesel
R. Wayne Diesel
President & CEO
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Exhibit 20.2
FROM: R. Wayne Diesel, President & CEO (518/785-2334)
DATE: April 18, 1996
FOR IMMEDIATE RELEASE
LATHAM, NY - The Board of Directors of Mechanical Technology Incorporated (MTI)
has voted to approve a request by First Albany Companies to purchase 909,091
shares of MTI common stock and approximately $4 million of the Company's debt
from the New York State Superintendent of Insurance as liquidator of United
Community Insurance Company.
The approval of MTI's Board was required pursuant to Section 912 of the New York
Business Corporation Law in order to allow First Albany to pursue its stated
objectives of assisting in the revitalization of MTI through the restructuring
of its debt obligations and the infusion of new equity capital.
The MTI Board approved First Albany's proposed purchase of the stock and debt
after receiving assurances from First Albany that (among other things) it would
not merge MTI into First Albany or its affiliates, strip MTI's assets, do a
leveraged buy-out, or otherwise squeeze out MTI's minority shareholders, and
that the terms of any restructuring of the MTI debt purchased by First Albany,
or of any proposal for the infusion of new equity capital into MTI, would have
to be approved by a majority of disinterested members of the MTI Board of
Directors.
MTI understands that First Albany has not yet completed its proposed purchase
of the shares of MTI common stock (representing about 25% of MTI's outstanding
shares) and the MTI debt from the Superintendent of Insurance. In anticipation
of the completion of First Albany's purchase of the shares and debt, some
preliminary discussions regarding a possible debt restructuring and related
matters have already taken place between representatives of MTI and First
Albany; however, no specific proposal for the terms on which the debt could be
restructured has yet been made, and no agreements have been reached on these
matters.
MTI provides contract technology development and engineering services and is a
manufacturer of advanced products for the test and measurement markets. The
Company was founded in 1961 and is headquartered in Latham, New York. The
Company's stock trades in the Over the Counter Market and is listed under the
symbol MTIX in the "pink sheets".
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Exhibit 20.3
FROM: R. Wayne Diesel, President & CEO (518/785-2334)
DATE: April 19, 1996
FOR IMMEDIATE RELEASE
LATHAM, NY - Mechanical Technology Inc. (MTI) announced today that it has
reached an agreement in principle for the sale of its Ling Electronics, Inc.
subsidiary. Ling, based in Anaheim, California, develops and manufactures
electrodynamic shakers, high-intensity sound transducers, and power amplifiers
used to perform reliability testing and stress screening during product
development and quality control; together with its Kimball (TM) line of dynamic
test fixtures, Ling supplies complete vibration test systems to an international
market.
Under the terms of the agreement, MTI will receive cash at closing in an amount
that approximates Ling's net book value; any resulting gain or loss on the
transaction is not expected to be material. Proceeds of the sale will be used to
reduce debt and as additional working capital. The transaction is subject to
negotiation and execution of a definitive agreement and to the purchaser's
completion of a "due diligence" review of Ling's business and assets, and is
expected to be completed by the end of May.
R. Wayne Diesel, MTI President and Chief Executive Officer, said that the
transaction represents another step in MTI's efforts to refocus on its core
businesses and further strengthen its financial position.
MTI provides contract technology development and engineering services and is a
manufacturer of advanced products for the test and measurement markets. The
Company was founded in 1961 and is headquartered in Latham, New York. The
Company's stock trades in the Over the Counter Market and is listed under the
symbol MTIX in NASD's OTC electronic bulletin board.
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