UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2003
Environmental Power Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-15472 04-2782065
--------------------------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Cate Street, 4th Floor, Portsmouth, New Hampshire 03801
(Address of principal executive offices)
(603) 431-1780
(Registrant's telephone number, including area code)
1
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99 Press Release of Environmental Power Corporation ("POWR") dated March 6,
2003.
Item 9. Regulation FD Disclosure
The Press Release attached as Exhibit 99 hereto is furnished pursuant to
Regulation FD. It is not filed.
Item 12. Results of Operations and Financial Condition
See Item 9.
Cautionary Statement
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements. Certain statements contained in
this press release such as statements concerning planned manure-to-energy
systems which will use our highly efficient and proven anaerobic digestion
technology, that our licensed technology will help clean up the significant
environmental problems, our beliefs as to providing a unique solution by
offering the distinct advantage of both environmental compliance and prospects
for profitable revenue stream and estimated target markets and other statements
contained herein regarding matters that are not historical facts are forward
looking statements as such term is defined in the Act. Because such statements
involve risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. Factors that could
cause actual results to differ materially include, but are not limited to,
uncertainties involving development stage companies, financing and cash flow
requirements and uncertainties, difficulties involved in developing and
executing on a business plan, technological uncertainties, risks relating to
managing and integrating acquired businesses, volatile and unpredictable
developments (including plant outages and repair requirements), the difficulty
of estimating construction, development, repair and maintenance costs and
timeframes, the uncertainties involved in estimating insurance and implied
warranty recoveries, if any, the inability to predict the course or outcome of
any negotiations with parties involved with POWR's or Microgy's projects,
uncertainties relating to general economic and industry conditions, the amount
and rate of growth in expenses, uncertainties relating to government and
regulatory policies, the legal environment, intellectual property issues, the
competitive environment in which POWR and Microgy operate and other factors,
including those described in the Company's filings with the Securities and
Exchange Commission, including the section "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Certain Factors That May
Impact Future Results" of POWR's Quarterly Report on Form 10-K for the period
ended December 31, 2002. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of their dates. POWR
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENVIRONMENTAL POWER CORPORATION
March 31, 2003 By:
/ /R. Jeffrey Macartney
-----------------------------
Treasurer and
Chief Financial Officer
(principal accounting officer
and authorized officer)
3