Registration No. 333-72841
As filed with the Securities and Exchange Commission on March 14, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S‑8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Mechanical Technology, Incorporated
(Exact name of registrant as specified in its charter)
| New York | 14-1462255 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification No.) |
325 Washington Avenue Extension
Albany, New York 12205
(Address of Principal Executive Offices and Zip Code)
Mechanical Technology Incorporated Savings and Retirement Plan
(Full title of the plan)
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Copies to: |
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| Frederick W. Jones |
Penny Somer-Greif, Esq. |
| Chief Executive Officer and Chief Financial Officer |
Baker, Donelson, Bearman, Caldwell & |
| Mechanical Technology, Incorporated |
Berkowitz, PC |
| 325 Washington Avenue Extension |
100 Light Street |
| Albany, New York 12205 |
Baltimore, Maryland 21202 |
| (518) 218-2550 |
(410) 685-1120 |
| (Name, Address and Telephone Number of Agent for Service) |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
Accelerated filer ¨ |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting company ý |
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Emerging Growth Company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Explanatory Note
This Post-Effective Amendment relates to the Registration Statement on Form S-8, Registration No. 333-72841 (the “Registration Statement”), registering the offer and sale of 1,800,000 shares of Mechanical Technology, Incorporated common stock, par value currently $0.01 per share (“Common Stock”), in connection with the Mechanical Technology Incorporated Savings and Retirement Plan (the “Plan”). The Company no longer issues Common Stock under the Plan. In accordance with an undertaking made by Mechanical Technology, Incorporated in the Registration Statement to remove by means of a post-effective amendment any securities that remain unsold at the termination of the offering, Mechanical Technology, Incorporated hereby terminates the effectiveness of the Registration Statement and deregisters any and all shares of Common Stock originally reserved for issuance under the Plan covered by the Registration Statement and registered under the Registration Statement, that remain unsold or unissued as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Albany, State of New York, on March 14, 2018.
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MECHANICAL TECHNOLOGY, INCORPORATED |
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By: /s/ Frederick W. Jones |
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Frederick W. Jones |
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Chief Executive Officer and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed by the following persons in the capacities and on the date indicated:
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Signature |
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Date |
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/s/ Frederick W. Jones |
Chief Executive Officer, Chief Financial Officer and Secretary |
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Frederick W. Jones |
(Principal Executive, Principal Financial and Accounting Officer) |
March 14, 2018 |
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/s/ David C. Michaels |
Chairman |
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David C. Michaels |
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March 14, 2018 |
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/s/ Edward R. Hirshfield |
Director |
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Edward R. Hirshfield |
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March 14, 2018 |
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/s/ Matthew E. Lipman |
Director |
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Matthew E. Lipman |
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March 14, 2018 |
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/s/ Thomas J. Marusak |
Director |
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Thomas J. Marusak |
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March 14, 2018 |
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/s/ William P. Phelan |
Director |
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William P. Phelan |
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March 14, 2018 |
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/s/ Michael Toporek |
Director |
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Michael Toporek |
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March 14, 2018 |