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): August 15, 2002
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Environmental Power Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-15472 04-2782065
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(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)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.01 Letter to Shareholders of Environmental Power Corporation ("POWR"), dated
August 15, 2002, to be included in First Quarter 2002 brochure to
shareholders.
99.02 Earnings press release for Second Quarter ending June 30, 2002.
Item 9. Regulation FD Disclosure
The letter attached as Exhibit 99.01 hereto is furnished pursuant to Regulation
FD. It is not filed. The earnings release attached as Exhibit 99.02 hereto is
furnished pursuant to Regulation FD. It is not filed
Cautionary Statement
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements. Certain statements made in the
exhibit to this report, such as statements concerning estimated market potential
and target markets, expectations as to Microgy's profitable production of
renewable energy, beliefs as to investment in the future which will greatly
increase shareholder value in the long-term, potential in the generation of
electricity from agricultural wastes, additional farms entering into
arrangements with us, efforts to build and finance projects, rapid expansion to
meet demands of our markets, potential for growth in markets, belief as to our
anaerobic digestion electricity product being competitive with other sources,
expectations of agricultural waste solutions being profitable to farmers and
that we can grow dramatically and profitably, beliefs as to Microgy's business
complimenting our existing business, beliefs as to our licensed technology
providing a unique solution to two critical market needs, the technology turning
an expensive agricultural industry problem into a profit-generating solution for
farmers and other statements contained herein which are not historical facts are
forward looking statements as such term is defined in the Act. Without limiting
the foregoing, the words "believes", "anticipates", "plans", "expects", "will"
and similar expressions are intended to identify forward-looking statements.
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 requirements and uncertainties, difficulties involved in
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 Cogeneration
Systems, Inc.'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 POWR'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
Annual Report on Form 10-K for the period ended December 31, 2001. 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.
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
August 15, 2002 /s/ R. Jeffrey Macartney
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R. Jeffrey Macartney
Treasurer and
Chief Financial Officer
(principal accounting officer
and authorized officer)