UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No.9 )

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)

July 18, 2003

(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

6,973,227

 

 

 

 

 

Number of Shares

Beneficially Owned by

Reporting Person With

8

Shared Voting Power

0

 

 

 

9

Sole Dispositive Power

6,973,227

 

 

 

 

 

 

 

10

Shared Dispositive Power

0

 

 

 

 

 

11

Aggregate Amount Beneficially

Owned by Each Reporting Person

 

 

6,973,227

 

 

 

 

 

12

Check Box if the Aggregate Amount

in Row (11) Excludes Certain Shares

[ ]

 

 

 

 

 

 

 

13

Percent of Class Represented

Amount in Row (11)

11.61%

 

 

 

 

 

 

 

14

Type of Reporting Person

CO

 

 

 

 

 

Schedule 13D/A

This Amendment No. 9 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.

On December 20, 2002, MTI entered into an exchange transaction with First Albany Companies Inc. (FAC) where 8 million shares of MTI common stock owned by FAC were exchanged for 2,721,088 shares of Plug Power common stock owned by MTI.

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 provided for the sale of, and MTI sold 1.2 million shares in 2002. The Plan provides for the sale of, and MTI intends to sell, 2 million shares in 2003. As of July 18, 2003, 2,300,000 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 July 18, 2003:

(a) MTI is the direct and beneficial owner of 6,973,227 shares of the Issuer Common Stock, including shares covered by the Plan, representing 11.61% of the Common Stock outstanding.

(b) MTI has the sole power to vote and sole dispositive power for 6,973,227 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

05/20/03

11,500

$ 5.1908

06/19/03

5,000

$ 5.0922

05/21/03

10,958

$ 5.0565

06/20/03

6,636

$ 5.0771

05/22/03

13,000

$ 5.0065

06/23/03

1,500

$ 5.0600

05/23/03

10,000

$ 5.0589

06/24/03

5,000

$ 4.7800

05/27/03

29,799

$ 5.2153

06/25/03

7,500

$ 4.8422

05/28/03

6,800

$ 5.3014

06/26/03

6,500

$ 4.8201

05/29/03

6,840

$ 5.3612

06/27/03

10,500

$ 4.8649

05/30/03

12,500

$ 5.4161

06/30/03

17,000

$ 4.7571

06/02/03

2,500

$ 5.3852

07/01/03

5,300

$ 4.5262

06/03/03

2,700

$ 5.3537

07/02/03

5,100

$ 4.5772

06/04/03

10,200

$ 5.5740

07/03/03

5,000

$ 4.6422

06/05/03

2,500

$ 5.5519

07/07/03

10,600

$ 4.6422

06/06/03

5,000

$ 5.5197

07/08/03

7,700

$ 4.8978

06/09/03

6,161

$ 5.3834

07/09/03

5,000

$ 4.9550

06/10/03

5,000

$ 5.3645

07/10/03

5,000

$ 4.9092

06/11/03

7,500

$ 5.3299

07/11/03

3,500

$ 4.9566

06/12/03

5,000

$ 5.2846

07/14/03

7,600

$ 4.9977

06/13/03

7,500

$ 5.1052

07/15/03

6,900

$ 4.7554

06/16/03

5,364

$ 5.1779

07/16/03

7,500

$ 4.7567

06/17/03

5,000

$ 5.2177

07/17/03

3,700

$ 4.6748

06/18/03

5,000

$ 5.1292

07/18/03

27,100

$ 4.6218

 

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: July 22, 2003

Mechanical Technology Incorporated

 

 

s/Cynthia A. Scheuer

By: Cynthia A. Scheuer