SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Mechanical Technology Incorporated
(Name of Issuer)
$1.00 Par Value Common Stock
(Title of Class of Securities)
583538103
(CUSIP Number)
Stephen P. Wink, Esq.
First Albany Companies Inc.
30 South Pearl Street
Albany, New York 12207
(518) 447-8500
with a copy to
Howard Kelberg, Esq.
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, NY 10005
(212) 530-5530
------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 2002
------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
SCHEDULE 13D
CUSIP NO.: 583538103
(1) NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
First Albany Companies Inc.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: WC, OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
First Albany Companies Inc. is organized under the laws of the State of
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 11,203,115
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 11,203,115
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11,203,115 shares of common stock
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 31.53%
(14) TYPE OF REPORTING PERSON: CO
CUSIP NO.: 583538103
(1) NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
George C. McNamee
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 1,400,741
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 1,400,741
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,400,741
shares of common stock
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.94%
(14) TYPE OF REPORTING PERSON: IN
CUSIP NO.: 583538103
(1) NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Alan P. Goldberg
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
(6) CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 928,616
(8) SHARED VOTING POWER: 0
(9) SOLE DISPOSITIVE POWER: 928,616
(10) SHARED DISPOSITIVE POWER: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 928,616
shares of common stock
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.61%
(14) TYPE OF REPORTING PERSON: IN
This Amendment No. 1 amends the Schedule 13D filed on
September 30, 1998 (the "New Schedule 13D"). The New Schedule 13D amended and
restated an original Schedule 13D which was filed on March 26, 1996 and
subsequently amended on April 12, 1996, April 26, 1996, May 7, 1996, May 16,
1996 and December 27, 1996 (the "Original Schedule 13D"). The New Schedule 13D
was inadvertently not made an amendment to the Original Schedule 13D.
Accordingly, this Amendment No. 1 amends and restates the Original Schedule 13D
and the New Schedule 13D.
SCHEDULE 13D
Item 1 Security and Issuer.
The class of equity securities to which this Statement on
Schedule 13D relates is the common stock, par value $1.00 per share (the
"Shares"), of Mechanical Technology Incorporated, a New York corporation ("MTI"
or the "Issuer"), with its principal executive offices located at 431 New Karner
Road, Albany, New York 12205.
Item 2. Identity and Background.
This Statement is being filed by First Albany Companies Inc.,
a New York Corporation ("FAC"), George C. McNamee ("McNamee") and Alan P.
Goldberg ("Goldberg"; FAC, McNamee and Goldberg, collectively, the "Reporting
Persons"). FAC is a holding company which, through its principal wholly-owned
subsidiary, First Albany Corporation ("First Albany"), is an investment banking,
securities trading and brokerage firm serving corporations, governments and
institutional investors. The address of FAC's principal office and principal
business is 30 South Pearl Street, Albany, New York 12207-1599.
McNamee is the Chief Executive Officer and a Director of MTI.
His principal occupation is as Co-Chief Executive Officer and Chairman of the
Board of Directors of FAC. His business address is at FAC's principal offices at
30 South Pearl Street, Albany, New York 12207-1599.
Goldberg is a Director of MTI. His principal occupation is as
Co-Chief Executive Officer and President of FAC. His principal address is at
FAC's principal offices at 30 South Pearl Street, Albany, New York 12207-1599.
McNamee and Goldberg are each citizens of the United States of
America.
During the last five years, neither McNamee, Goldberg, FAC nor
any of FAC's Executive Officers and Directors has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violation with respect to such laws.
The name, business address and present principal occupation or
employment of each
executive officer and director (the "Executive Officers and Directors") of FAC
are set forth in Schedule I hereto, which is incorporated herein by reference.
Each of such individuals is a citizen of the United States of America, except
for J. Anthony Boeckh, Ph.D., who is a citizen of Canada.
Item 3 Source and Amount of Funds or Other Consideration.
On September 28, 1995, First Albany purchased 101,900 Shares
in the open market for an aggregate price of $95,531 ($.9375 per Share), and on
January 16, 1996, First Albany purchased 25,707 Shares in the open market for an
aggregate price of $16,710 ($.65 per Share). The source of funds for both
purchases was working capital. On April 4, the 127,607 Shares were transferred
to FAC.
Pursuant to an agreement dated as of April 12, 1996 (which was
attached as Exhibit G to Amendment No. 3 to the Original Schedule 13D filed on
May 8, 1996), on May 7, 1996, FAC purchased 909,091 Shares at a purchase price
of $1.50 per share and certain indebtedness of the Issuer for consideration of
$1.00. The source of funds to finance this purchase was working capital.
FAC entered into a Settlement Agreement and Release with MTI
dated December 27, 1996 (which was attached as Exhibit K to Amendment No. 4 to
the Original Schedule 13D filed on January 10, 1997), whereby FAC received
1,000,000 unregistered Shares from MTI in full satisfaction of MTI's $4,100,000
obligation to First Commercial Credit Corp.
The Reporting Persons exercised their rights to purchase
Shares of the Issuer pursuant to the rights offering described in the
Registration Statement filed with the Securities and Exchange Commission on
August 19, 1998 (the "1998 Rights Offering"), under the Securities Act of 1933
(the "Securities Act"). FAC purchased 407,340 Shares in the 1998 Rights
Offering. Such Shares were paid for out of working capital of FAC in the amount
of $2,444,040. McNamee purchased 49,552 Shares in the 1998 Rights Offering,
which includes 2,000 Shares owned by his wife, with his personal funds for a
total purchase price of $297,312. Goldberg purchased 54,366 Shares in the 1998
Rights Offering, which includes 21,000 Shares owned by the Goldberg Charitable
Trust, with his personal funds for a total purchase price of $326,196.
The Reporting Persons exercised their rights to purchase
Shares of the Issuer pursuant to the rights offering described in the
Registration Statement filed with the Securities and Exchange Commission on May
18, 1999 as amended on May 26, 1999 (the "1999 Rights Offering"), under the
Securities Act. FAC purchased 294,754 Shares in the 1999 Rights Offering. Such
Shares were paid for out of working capital of FAC in the amount of $4,716,064.
McNamee purchased 31,440 Shares in the 1999 Rights Offering, which includes
1,125 Shares owned by his wife, with his personal funds for a total purchase
price of $503,040. Goldberg purchased 20,382 Shares in the 1999 Rights Offering,
which includes 14,215 Shares owned by the Goldberg Charitable Trust, with his
personal funds for a total purchase price of $326,112.
On April 23, 1999 the Issuer declared a 3 for 2 stock split in
the form of a stock dividend. Holders of the Issuer's $1.00 par value stock were
entitled to receive one additional share of $1.00 par value stock for every two
shares of stock owned as of April 30, 1999. On May 8, 2000 the Issuer declared a
3 for 1 stock split in the form of a stock dividend. Holders of the Issuer's
$1.00 par value stock received two additional shares of $1.00 par value common
stock for every one share of common stock owned as of April 3, 2000. The
stock split was effective as of April 12, 2000. The
Share numbers and prices set forth in this Item 3 reflect the actual Share
numbers and prices in each transaction and do not give effect to both of these
stock splits. The Share numbers in the rest of this Amendment No. 1 give effect
to both of these stock splits.
Item 4 Purpose of Transaction.
The Reporting Persons acquired the Shares reported in Item 3
for investment purposes. From time to time, FAC has engaged in discussions with
the Issuer, its officers and directors and other significant shareholders
relating to the Issuer's policies, management, directors, business, operations,
financial condition, strategies and other developments, and FAC intends to
engage in such discussion in the future. From time to time, FAC may buy or sell
additional Shares, on the open market, in private negotiated transactions, from
the Issuer or otherwise. Beginning in January 2002, FAC initiated a selling
program for its Shares within the safe harbor of Section 10(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and Rule 10b-5(1)
thereunder. FAC may continue to sell Shares from time to time under this rule.
As a significant shareholder of the Issuer and through any of
its representatives that may be members of the Issuer's Board of Directors, FAC
may consider, from time to time, (i) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries, (ii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (iii) material changes in the present
capitalization or dividend policy of the Issuer, (iv) other material changes in
the Issuer's business or corporate structure, (v) changes in the Issuer's
Certificate of Incorporation and by-laws or other actions which may impede the
acquisition of control of the Issuer by any person, (vi) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized in an inter-dealer quotation system of a registered
national securities association, (vii) causing a class of equity securities of
the Issuer to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act or (viii) any action similar to any of
those enumerated above.
Item 5 Interest in Securities of the Issuer.
(a) FAC is the direct beneficial owner of 11,203,115 Shares which
represent approximately 31.53% of Shares based on 35,527,260 Shares outstanding,
as disclosed in the Issuer's Form 10-Q filed May 13, 2002. McNamee and Goldberg
expressly disclaim beneficial ownership of the Shares reported on this Statement
as beneficially owned by FAC and are Reporting Persons on this Statement due to
their indirect ownership of FAC. McNamee is a direct beneficial owner of
1,400,741 Shares, which represent 3.94% of the Shares outstanding on May 13,
2002. McNamee's wife is the direct beneficial owner of 57,375 Shares. McNamee
disclaims beneficial ownership of the 57,375 Shares owned by his wife, and the
11,203,115 Shares owned by FAC. Goldberg is the direct beneficial owner of
928,616 Shares, which represent 2.61% of the Shares outstanding on May 13, 2002,
including 360,000 Shares owned by the Goldberg Charitable Trust. Goldberg
disclaims beneficial ownership of such 360,000 Shares and the 11,203,115 Shares
owned by FAC.
(b) FAC has the sole power to direct the vote and disposition of all
Shares directly owned by it as described in paragraph (a). McNamee and Goldberg
are directors, officers and stockholders of FAC. McNamee has the sole power to
direct the vote and disposition of all Shares
directly owned by him as described in paragraph (a). Goldberg has the sole power
to direct the vote and disposition of all Shares directly owned by him as
described in paragraph (a).
(c) Except as described in Schedule II hereto or in this Item 5(c),
neither McNamee, Goldberg, FAC nor any Executive Officer or Director thereof,
has effected any transactions in Shares during the past 60 days. On April 1,
2002, McNamee was granted an option by the Issuer to acquire 20,000 Shares at an
exercise price of $3.42. McNamee's option is exercisable until March 31, 2012.
On April 1, 2002, Goldberg was granted an option to by the Issuer to acquire
28,000 Shares at an exercise price of $3.42. Goldberg's option is exercisable
until March 31, 2012. Under the terms of the April 1, 2002 option plan, each of
the board members received 20,000 options. Those board members that serve on the
audit committee received an additional 5,000 options, while those who serve on
the compensation committee received an additional 3,000 options.
(d) With the exception of 360,000 Shares owned by the Goldberg Charitable
Trust, no other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
Shares.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None of the Reporting Persons has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7 Material to be Filed as Exhibits.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this Amendment No. 1 to the New Schedule 13D is true, complete and correct.
DATED: July 10, 2002 FIRST ALBANY COMPANIES INC.
By: /s/ Stephen P. Wink
---------------------------
Name: Stephen P. Wink
Title: Senior Vice President
/s/ George C. McNamee
---------------------------
George C. McNamee
/s/ Alan P. Goldberg
---------------------------
Alan P. Goldberg
SCHEDULE I
INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS OF FIRST ALBANY
COMPANIES INC.
The following table sets forth the name and present principal
occupation or employment of the current Directors and Executive Officers of
First Albany Companies Inc. The present business address of each such executive
officer and director is 30 South Pearl Street, Albany, New York 12207-1599.
PRESENT PRINCIPAL
NAME OCCUPATION OR EMPLOYMENT
George C. McNamee Chairman, Director and Co-Chief
Director Executive Officer of FAC and First
Albany.
Alan P. Goldberg Director, President and Co-Chief
Director Executive Officer of FAC and First
Albany.
Daniel V. McNamee III President of The Publishing & Media
Director Group, a management
consulting firm specializing
in the media communications
industry.
J. Anthony Boeckh, Ph.D. Chairman and Chief Executive
Director Officer of BCA Publications
Ltd., Montreal, Canada until
January 2002, and
Editor-in-Chief of The Bank
Credit Analyst. He was also
a principal of Greydanus,
Boeckh and Associates, Inc.,
Montreal, Canada, a fixed
income specialty manager
through December 1999 when
the company was sold.
Walter Fiederowicz Private investor and consultant.
Director Managing Director of Painter Hill Partners, an
investment company. He also serves as a director of
Photronics, Inc., a photomask manufacturer and Raging
Wire Telecommunications, a managed services and web
hosting company.
Hugh A. Johnson, Jr. Director, Senior Vice President and
Director Chief Investment Officer of FAC and First Albany and
Chairman of First Albany Asset Management
Corporation.
Benaree P. Wiley President and Chief Executive
Director Officer of The Partnership, a
Boston-based organization
founded by business and
civic leaders to promote the
development of professionals
of color through access to
corporate, municipal and
state leaders.
Charles L. Schwager Founder of and consultant to Loanet,
Director Inc., a provider of on-line, real time
accounting services to
support financial
institutions engaged in the
business of borrowing and
lending securities.
Peter Barton President of Barton Associates,
Director a private investment firm
specializing in technology and
entertainment programming.
Steven R. Jenkins Chief Financial Officer and Senior Vice President of
FAC and First Albany.
Stephen P. Wink Secretary, General Counsel and Senior Vice President
of FAC and First Albany.
SCHEDULE II
TRANSACTIONS
The following table sets forth the transactions in Shares effected
by First Albany Companies Inc. since January 15, 2002.
FIRST ALBANY COMPANIES, INC.
DATE NUMBER OF SECURITIES PRICE
(including fees and
commissions)
1/15/2002 50,000 $3.18
1/16/2002 24,500 $3.10
1/17/2002 40,000 $3.22
2/6/2002 3,300 $3.15
2/6/2002 11,400 $3.10
2/6/2002 9,600 $3.08
2/7/2002 11,400 $3.05
2/7/2002 5,000 $3.08
2/7/2002 2,500 $3.09
2/7/2002 2,715 $3.10
2/8/2002 18,200 $3.08
2/11/2002 16,200 $3.13
2/12/2002 25,000 $3.14
2/13/2002 25,000 $3.11
2/14/2002 7,005 $3.16
2/15/2002 16,400 $3.09
2/19/2002 15,000 $3.01
2/20/2002 9,310 $3.00
3/4/2002 14,000 $3.12
3/5/2002 4,900 $3.05
3/7/2002 900 $3.12
3/7/2002 500 $3.13
3/7/2002 5,900 $3.14
3/7/2002 2,600 $3.15
3/7/2002 2,500 $3.18
3/8/2002 5,724 $3.15
3/11/2002 1,500 $3.06
3/11/2002 3,900 $3.08
3/11/2002 500 $3.09
3/11/2002 113 $3.13
3/11/2002 2,000 $3.08
3/12/2002 11,963 $3.08
DATE NUMBER OF SECURITIES PRICE
(including fees and
commissions)
4/1/2002 14,700 $3.37
4/2/2002 20,000 $3.57
4/3/2002 18,653 $3.49
4/4/2002 11,206 $3.35
4/5/2002 6,537 $3.32
4/8/2002 2,200 $3.35
4/9/2002 10,654 $3.37
4/10/2002 10,000 $3.27
4/11/2002 3,000 $3.27
4/12/2002 5,700 $3.21
4/16/2002 15,000 $3.11
4/17/2002 15,000 $3.33
4/19/2002 14,700 $3.23
4/22/2002 15,000 $3.15
4/23/2002 11,750 $3.29
4/24/2002 12,000 $3.34
4/25/2002 15,000 $3.17
4/26/2002 15,000 $3.02
4/29/2002 11,800 $2.78
4/30/2002 15,000 $2.74
5/1/2002 6,275 $2.78
5/2/2002 12,300 $2.71
5/3/2002 13,700 $2.70
5/6/2002 8,700 $2.59
5/7/2002 13,000 $2.51
5/8/2002 8,200 $2.47
5/9/2002 700 $2.53
5/14/2002 7,400 $2.48