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 16, 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 1. Changes in Control of Registrant
As previously announced (see press release issued by the
Registrant on May 16, 1996, which is incorporated herein by
reference and a copy of which is filed herewith as Exhibit 20.4),
at the Registrant's Annual Shareholders' Meeting held on May 16,
1996 Messrs. George C. McNamee and Alan P. Goldberg, Co-Chief
Executive Officers of First Albany Companies, Inc. ("FAC"), were
elected to the Registrant's Board of Directors. Incumbent
Directors Albert W. Lawrence and Lawrence A. Shore (who were among
the nominees for re-election to the Board proposed in the Proxy
Statement for the Meeting prepared by the Registrant's management
but whose re-election was opposed by FAC in its Proxy Statement for
solicitation of proxies in opposition to management's solicitation)
were not re-elected to the Board, and accordingly their terms as
Directors of the Registrant expired at the Meeting; all other
incumbent Directors (i.e., Messrs. R. Wayne Diesel, Harry Apkarian,
Stanley I. Landgraf, and E. Dennis O'Connor), whose re-election was
supported by FAC in its Proxy Statement, were re-elected to the
Board.
At its organizational meeting following the Shareholders'
Meeting, the newly-constituted Board elected George C. McNamee as
its Chairman, and re-elected R. Wayne Diesel as President and Chief
Executive Officer. In addition, the Board voted to increase the
number of Directors from 6 to 7, and elected Beno Sternlicht, a co-
founder of the Company, to fill the newly-created position.
On May 7, 1996, FAC had purchased 909,091 shares of the
Registrant's Common Stock previously owned by United Community
Insurance Company ("UCIC"), a subsidiary of Lawrence Insurance
Group, Inc. ("LIG") which is undergoing a court-ordered
liquidation. According to the Schedule 13D Amendment No. 3, dated
May 8, 1996, filed by FAC with respect to the purchase of these
shares, FAC paid $1.50 per share (a total of $1,363,636.50) for the
shares previously owned by UCIC, and also agreed to pay an
additional amount to the seller if FAC purchases any shares of the
Registrant's Common Stock from Lawrence Group, Inc., or any of its
subsidiaries or affiliates, at a price greater than $1.50 per
share, at any time within 6 months after FAC's purchase of the
shares previously owned by UCIC; also according to FAC's Schedule
13D Amendment No. 3, the funds for its purchase of the 909,091
shares previously owned by UCIC came from working capital. In
addition, in connection with FAC's purchase of the shares
previously owned by UCIC, FAC was granted an irrevocable proxy to
vote those shares at the Registrant's Annual Meeting of
Shareholders held on May 16, 1996; and, as described more fully in
Item 6 of FAC's Schedule 13D Amendment No. 3 (which is incorporated
herein by reference), FAC and UCIC's court-appointed liquidator
have entered into an agreement whereby FAC has acquired certain
rights with respect to a debt obligation of the Registrant,
outstanding in the aggregate amount of approximately $4 million,
which matures on December 31, 1996.
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According to the August 9, 1995 Proxy Statement of LIG for its
August 29, 1995 Annual Meeting of Stockholders, Lawrence Group,
Inc. is the beneficial owner of approximately 93% of the
outstanding shares of LIG common stock, and Albert W. Lawrence
(formerly a Director of the Registrant) is, along with Barbara C.
Lawrence, his wife, the owner of 100% of the common stock of
Lawrence Group, Inc..
The purchase by FAC of the shares previously owned by LIG's
UCIC subsidiary, when combined with shares previously purchased by
FAC in open-market transactions, gave FAC ownership of 1,036,698
shares of the Registrant's Common stock (approximately 29% of the
outstanding shares), and resulted in FAC becoming the Registrant's
largest shareholder.
As a result of the foregoing share purchases and elections, a
change in control of the Registrant may be deemed to have occurred.
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Item 7. Financial Statements, ProForma Financial Information and
Exhibits.
(a) None.
(b) None.
(c) The following exhibit is filed herewith:
20.4 Press release issued by the Registrant, dated
May 16, 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: May 31, 1996 By: /s/ R. Wayne Diesel
R. Wayne Diesel
President & CEO
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Exhibit 20.4
FROM: R. Wayne Diesel, President and CEO (518/785-2334)
DATE: May 16, 1996
FOR IMMEDIATE RELEASE
LATHAM, N.Y. Mechanical Technology Incorporated (MTI) announced that, at its
Annual Shareholders' Meeting held at Company headquarters in Latham, New York,
today, four incumbent directors were re-elected and two new members were elected
to its Board of Directors.
Re-elected were Harry Apkarian, R. Wayne Diesel, Stanley I. Landgraf and E.
Dennis O'Connor. The new members of the Board of Directors are George C. McNamee
and Alan P. Goldberg, Co-chief Executive Officers of First Albany Companies,
Inc., which recently became MTI's largest shareholder (with 29% of outstanding
shares) upon its purchase of shares previously owned by United Community
Insurance Corporation, a subsidiary of Lawrence Insurance Group which is
undergoing a court-ordered liquidation.
Shareholders also ratified the re-election of Coopers & Lybrand as auditors for
fiscal year 1996.
At its organizational meeting following the Shareholder meeting, the newly
constituted Board of Directors elected George C. McNamee as its Chairman, and
re-elected R. Wayne Diesel as President and Chief Executive Officer. The Board
also voted to expand the number of directors from 6 to 7, and elected Beno
Sternlicht of Niskayuna and a co-founder of the Company to fill the newly
created 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 on NASD's OTC Electronic Bulletin Board.
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