SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Notification of Late Filing
Commission File Number 0-15472
(Check one): ( ) Form 10-K ( ) Form 11-K ( ) Form 20-F (X) Form 10-Q
( ) Form N-SAR
For period ended: September 30, 2001
( ) Transition Report on Form 10-K
( ) Transition Report on Form 20-F
( ) Transition Report on Form 11-K
( ) Transition Report on Form 10-Q
( ) Transition Report on Form N-SAR
For the transition period ended
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Environmental Power Corporation
Full name of Registrant
Former name if applicable
500 Market Street, Suite 1E
Address of principal executive office (Street and Number)
Portsmouth, New Hampshire 03801
City, State and Zip Code
PART II - RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the Registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F,
[X] 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or
portion, thereof will be filed on or before the fifth calendar day
following the prescribed due date, and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-
SAR or the transition report portion thereof could not be filed within the
prescribed time period.
Delay is due to the relocation of the accounting function of Microgy
Cogeneration Systems, Inc. ("Microgy"), from Bolder, CO to Portsmouth, NH and
its integration into Environmental Power Corp.'s accounting department.
Registrant is unable to timely file its Form 10-Q without unreasonable effort
and expense.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
The statements contained in this Form 12b-25 include forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
("PSLRA"). When used in this Form 12b-25 and in future filings by the Registrant
with the Securities and Exchange Commission, in the Registrant's press releases,
presentations to stockholders, securities analysts or investors, or in oral
statements made by or with the approval of an executive officer of the
Registrant, the words or phrases "believes," "may," "will likely result,"
"estimates," "projects," "anticipates," "expects" or similar expressions and
variations thereof are intended to identify such forward-looking statements. Any
forward-looking statement involves risks and uncertainties that may have a
material adverse effect on the business, results of operations, financial
condition or prospects, financial or other, of the Registrant and may cause the
Registrant's actual results to differ materially from historical results or the
results discussed in the forward-looking statements.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Martin Zelbow (603) 431-1780
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
(x) Yes ( ) No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
(x) Yes ( ) No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Registrant has not determined the results for the quarter ended September 30,
2001. However, such results will include the Microgy acquisition and Microgy's
loss from operations from July 23, 2001 through September 30, 2001.
ENVIRONMENTAL POWER CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 14, 2001 By: /s/ Martin Zelbow
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Martin Zelbow
Interim Chief Financial Officer