UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 6)

Under the Securities Exchange Act of 1934

Plug Power, Inc.

(Name of Issuer)

Common Stock (par value $0.01 per share)

(Title of Class of Securities)

72919P103

(CUSIP Number)

Catherine S. Hill, Esq.

Mechanical Technology Incorporated

431 New Karner Road

Albany, New York 12205

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 30, 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 Rule 13d-1(b)(3) or (4), check the following box: 

Note: Six copies of this statement, including all exhibits, should be filed with the Commission.

See Rule 13d-1(a) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

 

 

 

CUSIP No. 72919P103

1

Name of Reporting Person

S.S. or I.R.S. Identification No.

of Above Person

Mechanical Technology Incorporated

I.R.S. Identification No. 141462255

         

2

Check the Appropriate Box if

a Member of a Group

(a) [ ]

(b) [ ]

   
         

3

SEC Use Only

     
         

4

Source of Funds

OO

     
         

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[ ]

   
         

6

Citizenship or Place of Organization

State of New York

     
         
   

7

Solve Voting Power

10,891,315

         

Number of Shares

Beneficially Owned by

Reporting Person With

8

Shared Voting Power

0

     

9

Sole Dispositive Power

10,891,315

         
   

10

Shared Dispositive Power

0

         

11

Aggregate Amount Beneficially

Owned by Each Reporting Person

   

10,891,315

         

12

Check Box if the Aggregate Amount

in Row (11) Excludes Certain Shares

[ ]

   
         

13

Percent of Class Represented

Amount in Row (11)

21.414%

   
         

14

Type of Reporting Person

CO

   

 

 

 

Schedule 13D/A

This Amendment No. 6 to the Schedule 13D amends and supplements the Schedule 13D originally filed on December 11, 2000 (the "Schedule 13D") by Mechanical Technology Inc., a New York Corporation. Unless otherwise defined herein, all capitalized terms used herein have the respective meanings given to such terms in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to read as follows:

 

The business conducted by the Issuer was initially developed by MTI prior to June 1997, and was contributed to Plug Power, LLC (the predecessor of the Company) in exchange for equity interests. Based upon the historical development of the business of the Issuer and the significant continuous equity ownership by MTI of Plug Power, LLC and the Issuer, MTI may be deemed to have influence over the management or policies of the Issuer.

On December 17, 2001, MTI entered into a plan under Rule 10b5-1 (the "Plan") pursuant to which MTI will sell shares of Common Stock of the Issuer. The Plan provides for the sale of, and MTI intends to sell, up to 1.2 million shares and 2 million shares of Common Stock of the Issuer during calendar 2002 and calendar 2003, respectively. As of November 12, 2002, 1,103,000 shares of Common Stock of the Issuer have been sold pursuant to the Plan. Under the terms of the Plan, MTI may terminate the Plan at any time.

In addition to the foregoing, as significant shareholders of Plug Power, MTI may consider, from time to time, (i) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (iv) any change in the present board of directors or management of the Issuer, (v) any material change in the present capitalization or dividend policy of the Issuer, (vi) any other material change in the Issuer's business or corporate structure, (vii) changes in the Issuer's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, (ix) causing a class of equity securities of the Issuer to become eligible for termination of a registration pursuant to Section 12(g)(4) of the Exchange Act, or (x) any action similar to any of those enumerated above.

 

 

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended to read as follows:

As of November 12, 2002:

(a) MTI is the direct and beneficial owner of 10,891,315 shares of the Issuer Common Stock, including shares covered by the Plan, representing 21.414% of the Common Stock outstanding.

(b) MTI has the sole power to vote and sole dispositive power for 10,891,315 shares of the Issuer Common Stock.

(c) During the past sixty (60) days MTI has sold shares of Common Stock of the Issuer, in open market transactions, as follows:

Date

Number of shares

Price per share

Date

Number of shares

Price per share

09/16/02

8,500

$ 6.0222

10/14/02

7,000

$ 4.2314

09/17/02

7,500

$ 5.9092

10/15/02

18,000

$ 4.7150

09/19/02

3,400

$ 5.5426

10/16/02

10,000

$ 4.5207

09/20/02

9,600

$ 5.1732

10/17/02

17,500

$ 5.0289

09/23/02

2,500

$ 5.2310

10/18/02

2,500

$ 5.2299

09/25/02

15,500

$ 5.1058

10/21/02

4,500

$ 5.0714

09/26/02

8,500

$ 5.1473

10/22/02

9,200

$ 5.0888

09/27/02

2,500

$ 5.0450

10/23/02

6,300

$ 5.0897

09/30/02

51,000

$ 4.8003

10/24/02

12,500

$ 5.2650

09/30/02

30,000

$ 4.6650

10/28/02

3,500

$ 5.3137

10/01/02

5,500

$ 4.6377

10/29/02

34,000

$ 5.8631

10/02/02

5,000

$ 4.6950

10/30/02

2,500

$ 6.4218

10/03/02

6,000

$ 4.6250

10/31/02

2,500

$ 6.1050

10/04/02

5,000

$ 4.1550

11/04/02

5,000

$ 5.9827

10/07/02

5,000

$ 3.8756

11/06/02

5,000

$ 5.8400

10/08/02

1,500

$ 3.4203

11/07/02

1,500

$ 5.7850

10/09/02

9,000

$ 3.5070

11/08/02

3,500

$ 5.5151

10/10/02

10,000

$ 3.6556

11/12/02

3,000

$ 5.0650

10/11/02

8,000

$ 4.0518

     

 

 

 

No other Control Person has purchased or sold any shares of Plug Power Common Stock.

(d) Not applicable.

(e) Not applicable.

 

 

 

 

 

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, correct and complete.

 

 

Dated: November 14, 2002

Mechanical Technology Incorporated

 
 

s/Cynthia A. Scheuer

By: Cynthia A. Scheuer