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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Valence Technology , Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
918914-10-2
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
*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 the purpose 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 1 of 4 pages
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CUSIP NO. 918914-10-2 13G PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl E. Berg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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5 SOLE VOTING POWER
2,871,665 shares (includes 46,668 shares
of options exercisable within 60 days of
December 31, 1997).
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6 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 1,222,825 shares
OWNED BY EACH --------------------------------------------------
REPORTING PERSON 7 SOLE DISPOSITIVE POWER
WITH
2,871,665 shares (includes 46,668 shares
of options exercisable within 60 days of
December 31, 1997).
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8 SHARED DISPOSITIVE POWER
1,222,825 shares
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,094,490 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/X/ See Item 4(b)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.4%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 4 pages
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ITEM 1.
(a) NAME OF ISSUER:
Valence Technology, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
301 Conestoga Way, Henderson, NV 89015
ITEM 2.
(a) NAME OF PERSON FILING:
Carl E. Berg
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, BUSINESS
RESIDENCE:
10050 Bandley Drive
Cupertino, CA 95014
(c) CITIZENSHIP:
U.S.A.
(d) TITLE OF CLASS SECURITIES:
Common Stock
(e) CUSIP NUMBER:
918914-10-2
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
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
(e) / / Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
4,094,490 shares (includes 46,668 shares of the options
exercisable within 60 days of December 31, 1997).
(b) PERCENT OF CLASS:
17.4% (based on 23,765,968 shares outstanding as of December
31, 1997), includes 46,668 shares of the options exercisable
within 60 days of December 31, 1997; 150,000 shares held by Mr.
Berg; 1,222,825 shares held by Baccarat Electronics, Inc., of
which Mr. Berg is President and principal stockholder;
2,499,997 shares held by Baccarat Development Partnership for
which Mr. Berg serves as the President of the corporate general
partner; 105,000 shares held by Berg & Berg Enterprises, Inc.
and 70,000 shares held by Berg & Berg Profit Sharing Plan U/A
1/1/80 FBO Carl E. Berg Basic Transfer, Carl E. Berg, Trustee.
Does not include 80,000 shares held in trust for Mr. Berg's
children. Mr. Berg is not a trustee of the trust and he
disclaims beneficial ownership of shares which are deemed to be
outstanding for purposes of calculating beneficial ownership.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,871,665
shares (includes 46,668 shares of the options exercisable
within 60 days of December 31, 1997).
(ii) shared power to vote or to direct the vote: 1,222,825
shares
(iii) sole power to dispose or to direct the disposition of:
2,871,665 shares (includes 46,668 shares of the options
exercisable within 60 days of December 31, 1997).
(iv) shared power to dispose or to direct the disposition of:
1,222,825 shares
Page 3 of 4 pages
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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:
Not Applicable
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 A GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: February 13, 1998
/s/ Carl E. Berg
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Signature
Carl E. Berg/Director
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Name/Title
Page 4 of 4 pages
