SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
FuelCell Energy, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
35952H106
(CUSIP Number)
August 28, 2000
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 6 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 purposes 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).
<Page
CUSIP No. 35952H106 13G Page 2 of 6 Pages
----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Ballentine Capital Management, Inc. 06-1271680
----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
----------------------------------------------------------------------------
(3) SEC USE ONLY
----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES 431,700
-------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY -------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 431,700
-------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
431,700
----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.62%
----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IA CO
----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 35952H106 13G Page 3 of 6 Pages
Item 1(a). Name of Issuer:
The name of the issuer is FuelCell Energy, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at .
3 Great Pasture Road, Danbury, Connecticut 06813
Item 2(a). Name of Person Filing:
This statement is filed by:
Ballentine Capital Management, Inc., a corporation organized under
the laws of the State of Connecticut("Ballentine"), which serves
as investment adviser to certain managed accounts, with respect to
the shares of Common Stock directly owned by such managed
accounts.
Item 2(b). Address of Principal Business Office or, if None, Residence:
10 Avon Meadow Lane, Avon, CT 06001
Item 2(c). Citizenship:
Ballentine is a corporation organized under the laws of the
State of Connecticut.
Item 2(d). Title of Class of Securities:
Common Stock, $.0001 par value (the "Common Stock").
<PAGE>
CUSIP No. 35952H106 13G Page 4 of 6 Pages
Item 2(e). CUSIP Number: 35952H106
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) [ ] Investment Adviser in accordance with Rule
13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [x]
Item 4. Ownership.
I. Ballentine Capital Management, Inc.
(a) Amount beneficially owned: 431,700
(b) Percent of class: 5.62%. The percentages used herein and in
the rest of Item 4 are calculated based upon the 7,684,731 shares of Common
Stock outstanding as of June 12, 2000 as reflected in the Company's Form 10-Q
for the period ending April 30, 2000.
(c)(i) Sole power to vote or direct the vote: 431,700
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 431,700
(iv) Shared power to dispose or direct the disposition: -0-
<PAGE>
CUSIP No. 35952H106 13G Page 5 of 6 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Each of the clients of Ballentine has the power to direct the
receipt of dividends from, and the proceeds from the sale of, the shares of
Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
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 I certify that, to the best of my 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.
<PAGE>
CUSIP No. 35952H106 13G Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: September 7, 2000
----
/s/Steven Ballentine, President and CEO
of Ballentine Capital Management, Inc.
<PAGE>
