SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION
13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
(Amendment No. )
Mechanical
Technology, Incorporated
(Name of the Issuer)
Mechanical Technology, Incorporated
Brookstone
Partners Acquisition XXIV, LLC
(Name of Persons Filing Statement)
Common Stock,
$0.01 par value per share
(Title of Class of Securities)
583538 20
2
(CUSIP Number of Class of Securities)
Frederick W. Jones
Chief Executive Officer, Chief Financial Officer and Secretary
Mechanical Technology, Incorporated
325 Washington Avenue Extension
Albany, NY 12205
(518) 218-2550
(Name, Address and Telephone Number of
Persons Authorized to
Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Jeffrey S. Spindler, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
(212) 451-2300
This statement is filed in connection with (check the appropriate
box):
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a.
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☒
The filing of solicitation materials or an information
statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101)
or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (the “Act”).
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b.
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☐
The filing of a registration statement under the Securities
Act of 1933.
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
☒
Check the following box if the filing is a final amendment
reporting the results of the transaction
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Calculation of Filing Fee
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Transaction Valuation (*)
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Amount of Filing Fee (**)
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$41,200
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$5.13
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(*) Calculated solely for purposes of determining the filing
fee. This amount assumes the acquisition of approximately 40,000 shares of Common Stock for $1.03 per share in cash (the “
Consideration
”)
in lieu of issuing fractional shares in connection with the proposed Reverse Stock Split. For purposes of this calculation, the
Consideration represents the average of the daily closing prices of the Common Stock for the 60 trading days ending on the trading
day immediately before the date hereof.
(**) The amount of the filing fee, calculated in accordance
with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2018, was calculated
by multiplying the Transaction Valuation by 0.0001245.
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☐
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Check the box if any part of the fee is offset as provided by §240.0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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RULE 13e-3 TRANSACTION STATEMENT
INTRODUCTION
This Rule 13e-3 Transaction Statement
on Schedule 13E-3 (this “
Schedule 13E-3
”) is being filed by Mechanical Technology, Incorporated, a New York
corporation (the “
Company
”), and Brookstone Partners Acquisition XXIV, LLC, a Delaware limited liability company
(“
Brookstone XXIV
”), in connection with a proposed transaction to terminate the registration of shares of the
Company’s common stock, par value $0.01 per share (the “
Common Stock
”), under the Securities Exchange
Act of 1934, as amended (the “
Exchange Act
”). At a special meeting of stockholders, the Company’s stockholders
of record will vote on approval of an amendment to the Company’s Certificate of Incorporation to effect a 1-for-15 reverse
stock split (the “
Reverse Stock Split
”).
This Schedule 13E-3 is being filed with
the Securities and Exchange Commission (the “
SEC
”) concurrently with the filing of the Company’s preliminary
proxy statement on Schedule 14A (the “
Proxy Statement
”) pursuant to Regulation 14A under the Exchange Act. The
information contained in the Proxy Statement, including all annexes thereto, is expressly incorporated herein by reference and
the responses to each item of this Schedule 13E-3 are qualified in their entirety by reference to the information contained in
the Proxy Statement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Proxy
Statement.
Item 1. Summary Term Sheet
Item 1001
The information set forth in the Proxy
Statement under the caption “SUMMARY TERM SHEET” is incorporated herein by reference.
Item 2. Subject Company Information
Item 1002
(a)
Name
and Address.
The name of the subject company is Mechanical Technology, Incorporated, a New York corporation. The Company’s
principal executive offices are located at 325 Washington Avenue Extension, Albany, New York 12205. The Company’s telephone
number is (518) 218-2550.
(b)
Securities.
The subject class of equity securities to which this Schedule 13E-3 relates is the Company’s common stock, par value $0.01
per share, of which 9,369,177 shares were outstanding as of the date hereof.
(c)
Trading
Market and Price.
The information set forth in the Proxy Statement under the caption “INFORMATION ABOUT THE COMPANY –
Market Price of Common Stock; Dividends” is incorporated herein by reference.
(d)
Dividends.
The information set forth in the Proxy Statement under the caption “INFORMATION ABOUT THE COMPANY – Market Price of
Common Stock; Dividends” is incorporated herein by reference.
(e)
Prior
Public Offerings.
The information set forth in the Proxy Statement under the caption “INFORMATION ABOUT THE COMPANY –
Prior Public Offerings” is incorporated herein by reference.
(f)
Prior
Stock Purchases.
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS – Background
of the Reverse Stock Split” and “– Fairness of the Reverse Stock Split – Substantive Fairness Discussion
– Fairness of the Cash Consideration”; “INFORMATION ABOUT THE COMPANY – Stock Purchases”; and “INFORMATION
ABOUT BROOKSTONE XXIV AND ITS AFFILIATES – Past Contacts, Transactions, Negotiations and Agreements” is incorporated
herein by reference.
Item 3. Identity and Background of Filing Person
Item 1003
(a)
Name
and Address.
The information set forth in the Proxy Statement under the captions “INFORMATION ABOUT THE COMPANY –
Name and Address” and “– Certain Information Concerning the Company and the Company’s Directors and Executive
Officers”; and “INFORMATION ABOUT BROOKSTONE XXIV AND ITS AFFILIATES – Identity and Background” is incorporated
herein by reference.
(b)
Business
and Background of Entities.
The information set forth in the Proxy Statement under the caption “INFORMATION ABOUT BROOKSTONE
XXIV AND ITS AFFILIATES – Identity and Background” is incorporated herein by reference.
(c)
Business
and Background of Natural Persons.
The information set forth in the Proxy Statement under the caption “INFORMATION ABOUT
THE COMPANY – Certain Information Concerning the Company and the Company’s Directors and Executive Officers”
is incorporated herein by reference.
Item 4. Terms of the Transaction
Item 1004
(a)
Material
Terms.
The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET” and “SPECIAL
FACTORS” is incorporated herein by reference.
(c)
Different
Terms.
The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET – Information About
the Reverse Stock Split” and “– Material U.S. Federal Income Tax Consequences of the Reverse Stock Split”;
and SPECIAL FACTORS – Fairness of the Reverse Stock Split,” “– Effects of the Reverse Stock Split”
and “– Material U.S. Federal Income Tax Consequences of the Reverse Stock Split” is incorporated herein by reference.
(d)
Appraisal
Rights.
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS – No Appraisal or Dissenters’
Rights” is incorporated herein by reference.
(e)
Provisions
for Unaffiliated Security Holders.
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS
– Provision for Unaffiliated Stockholders” is incorporated herein by reference.
(f)
Eligibility
for Listing or Trading.
Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and
Agreements
Item 1005
(a)
Transactions.
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS – Background of the Reverse Stock
Split” and “– Potential Conflicts of Interests of Officers, Directors and Certain Affiliated Persons”;
“INFORMATION ABOUT THE COMPANY – Certain Information Concerning the Company and the Company’s Directors and Executive
Officers”; and “INFORMATION ABOUT BROOKSTONE XXIV AND ITS AFFILIATES – Past Contacts, Transactions, Negotiations
and Agreements” is incorporated herein by reference.
(b)
Significant
Corporate Events.
The information set forth in the Proxy Statement under the caption “INFORMATION ABOUT BROOKSTONE XXIV
AND ITS AFFILIATES – Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.
(c)
Negotiations
or Contacts.
Not applicable.
(e)
Agreements
Involving the Subject Company’s Securities
. The information set forth in the Proxy Statement under the captions “SPECIAL
FACTORS – Potential Conflicts of Interests of Officers, Directors and Certain Affiliated Persons”; “INFORMATION
ABOUT THE COMPANY – Certain Information Concerning the Company and the Company’s Directors and Executive Officers”;
and “INFORMATION ABOUT BROOKSTONE XXIV AND ITS AFFILIATES – Past Contacts, Transactions, Negotiations and Agreements”
is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals
Item 1006
(b)
Use
of Securities Acquired.
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS – Purposes
of and Reasons for the Reverse Stock Split” is incorporated herein by reference.
(c)
Plans.
The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET – Purposes of and Reasons for
the Reverse Stock Split” and “– Additional Effects of the Reverse Stock Split”; and “SPECIAL FACTORS
– Purposes of and Reasons for the Reverse Stock Split,” “– Background of the Reverse Stock Split,”
“– Fairness of the Reverse Stock Split,” “– Alternatives Considered,” “– Effects
of the Reverse Stock Split – Effects on the Company” and “– Conduct of Our Business After the Reverse Stock
Split” is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects
Item 1013
(a)
Purposes.
The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET - Purposes of and Reasons for the
Reverse Stock Split”; and “SPECIAL FACTORS – Purposes of and Reasons for the Reverse Stock Split” and “–
Background of the Reverse Stock Split” is incorporated herein by reference.
(b)
Alternatives.
The information set forth in the Proxy Statement under the captions “SPECIAL FACTORS – Background of the Reverse Stock
Split” and “– Alternatives Considered” is incorporated herein by reference.
(c)
Reasons.
The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET – Purposes of and Reasons for
the Reverse Stock Split;” and “SPECIAL FACTORS – Purposes of and Reasons for the Reverse Stock Split,”
“– Background of the Reverse Stock Split,” “– Fairness of the Reverse Stock Split” and “–
Alternatives Considered” is incorporated herein by reference.
(d)
Effects.
The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET – Information About the Reverse
Stock Split,” “– Additional Effects of the Reverse Stock Split,” “– Fairness of the Reverse
Stock Split,” “– Disadvantages of the Reverse Stock Split” and “– Material U.S. Federal Income
Tax Consequences of the Reverse Stock Split”; and “SPECIAL FACTORS – Purposes of and Reasons for the Reverse
Stock Split,” “– Fairness of the Reverse Stock Split,” “– Effects of the Reverse Stock Split,”
“– Conduct of Our Business After the Reverse Stock Split” and “– Material U.S. Federal Income Tax
Consequences of the Reverse Stock Split” is incorporated herein by reference.
Item 8. Fairness of the Transaction
Item 1014
(a)
Fairness.
The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET – Fairness of the Reverse Stock
Split” and “SPECIAL FACTORS – Background of the Reverse Stock Split,” “– Fairness of the Reverse
Stock Split,” “– Recommendation of the Board” and “– Fairness Determination by Brookstone XXIV”
is incorporated herein by reference.
(b)
Factors
Considered in Determining Fairness.
The information set forth in the Proxy Statement under the captions “SUMMARY TERM
SHEET – Purposes of and Reasons for the Reverse Stock Split,” “– Fairness of the Reverse Stock Split”
and “– Disadvantages of the Reverse Stock Split”; and “SPECIAL FACTORS – Purposes of and Reasons
for the Reverse Stock Split,” “– Background of the Reverse Stock Split,” “– Fairness of the
Reverse Stock Split,” “– Alternatives Considered” and “– Fairness Determination by Brookstone
XXIV” is incorporated herein by reference.
(c)
Approval
of Security Holders.
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS – Fairness
of the Reverse Stock Split – Procedural Fairness Discussion” is incorporated herein by reference.
(d)
Unaffiliated
Representatives.
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS – Fairness
of the Reverse Stock Split – Procedural Fairness Discussion” is incorporated herein by reference.
(e)
Approval
of Directors.
The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET – Fairness
of the Reverse Stock Split”; and “SPECIAL FACTORS – Fairness of the Reverse Stock Split” and “–
Recommendation of the Board” is incorporated herein by reference.
(f)
Other
Offers.
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS – Fairness of the Reverse
Stock Split – Substantive Fairness Discussion – Fairness of the Cash Consideration” is incorporated herein by
reference.
Item 9. Reports, Opinions, Appraisals and Negotiations
Item 1015
(a)
Report,
Opinion or Appraisal.
The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET –
Fairness of the Reverse Stock Split” and “SPECIAL FACTORS – Fairness of the Reverse Stock Split – Procedural
Fairness Discussion” is incorporated herein by reference.
(b)
Preparer
and Summary of the Report, Opinion or Appraisal.
Not applicable.
(c)
Availability
of Documents.
Not applicable.
Item 10. Source and Amounts of Funds or Other Consideration
Item 1007
(a)
Source
of Funds.
The information set forth in the Proxy Statement under the captions “SUMMARY TERM SHEET – Disadvantages
of the Reverse Stock Split”; “SPECIAL FACTORS – Effects of the Reverse Stock Split – Effects on the Company”
and “– Source of Funds and Expenses”; and “SPECIAL MEETING AND VOTING INFORMATION – Solicitation
of Proxies” is incorporated herein by reference.
(b)
Conditions.
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS – Source of Funds and Expenses”
is incorporated herein by reference.
(c)
Expenses.
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS – Source of Funds and Expenses”
is incorporated herein by reference.
(d)
Borrowed
Funds.
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS – Source of Funds and
Expenses” is incorporated herein by reference.
Item 11. Interest in Securities of the Subject Company
Item 1008
(a)
Securities
Ownership.
The information set forth in the Proxy Statement under the caption “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT” is incorporated herein by reference.
(b)
Securities
Transactions.
Not applicable.
Item 12. The Solicitation or Recommendation
Item 1012
(d)
Intent
to Tender or Vote in a Going Private Transaction.
The information set forth in the Proxy Statement under the captions “SPECIAL
FACTORS – Potential Conflicts of Interests of Officers, Directors and Certain Affiliated Persons” and “–
Stockholder Approval” is incorporated herein by reference.
(e)
Recommendation
of Others.
The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS – Recommendation
of the Board,” “– Fairness Determination by Brookstone XXIV” and “– Potential Conflicts of
Interests of Officers, Directors and Certain Affiliated Persons” is incorporated herein by reference.
Item 13. Financial Statements
Item 1010
(a)
Financial
Information.
The audited financial statements and unaudited interim financial statements are incorporated by reference in the
Proxy Statement from the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, and the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. The information set forth in the Proxy Statement under
the caption “FINANCIAL INFORMATION – Historical Financial Information” is incorporated herein by reference.
(b)
Pro
forma Information.
Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated
or Used
Item 1009
(a)
Solicitation
or Recommendation.
The information set forth in the Proxy Statement under the caption “SPECIAL MEETING AND VOTING INFORMATION
– Solicitation of Proxies” is incorporated herein by reference.
(b)
Employees
and Corporate Assets.
The information set forth in the Proxy Statement under the caption “SPECIAL MEETING AND VOTING
INFORMATION – Solicitation of Proxies” is incorporated herein by reference.
Item 15. Additional Information
Item 1011
(b) Not
applicable.
(c)
Other
Material Information.
The information contained in the Proxy Statement, including the appendix attached thereto, is incorporated
herein by reference.
Item 16. Exhibits
Item 1016
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(a)
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Notice of Special Meeting and Preliminary Proxy Statement of the Company, including the appendix and the proxy card attached
thereto (incorporated herein by reference to the Company’s Schedule 14A filed with the SEC on January 17, 2018).
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(d)(i)
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Securities Purchase Agreement by and between the Company and Brookstone XXIV, dated October 21, 2016 (incorporated herein by
reference to Exhibit 10.22 to the Current Report on Form 8-K filed by the Company on October 21, 2016).
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(d)(ii)
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Registration Rights Agreement by and between the Company and Brookstone XXIV, dated October 21, 2016 (incorporated herein by
reference to Exhibit 10.23 to the Current Report on Form 8-K filed by the Company on October 21, 2016).
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(d)(iii)
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Joint Filing Agreement by and among Brookstone XXIV, Brookstone Flow, Brookstone Meter, Edward R. Hirshfield, Matthew E. Lipman
and Michael Toporek, dated October 27, 2016 (incorporated herein by reference to Exhibit 99.1 of the Schedule 13D filed jointly
by the parties to the Joint Filing Agreement on October 27, 2016).
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(d)(iv)
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Rights Agreement, dated as of October 6, 2016, between the Company and American Stock Transfer & Trust Company, LLC, as
Rights Agent (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Company on October
6, 2016).
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(d)(v)
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Amendment No. 1, dated as of October 20, 2016, to the Rights Agreement, dated as of October 6, 2016, between the Company and
American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated herein by reference to Exhibit 4.2 of the Current
Report on Form 8-K filed by the Company on October 21, 2016).
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(d)(vi)
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Amended and Restated 2006 Equity Incentive Plan of the Company (incorporated herein by reference to Exhibit 10.1 to the Annual
Report on Form 10-K filed by the Company on March 2, 2017).
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(d)(vii)
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Amended and Restated 2012 Equity Incentive Plan of the Company (incorporated herein by reference to Exhibit 10.3 to the Annual
Report on Form 10-K filed by the Company on March 2, 2017).
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(d)(viii)
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2014 Equity Incentive Plan
of the Company (incorporated herein by reference to Exhibit A to the Schedule 14A filed by the Company on April 25, 2014).
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SIGNATURE
After due inquiry and to the best of
its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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MECHANICAL TECHNOLOGY, INCORPORATED
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By:
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/s/ Frederick W. Jones
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Name:
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Frederick W. Jones
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Title:
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Chief Executive Officer, Chief Financial Officer and Secretary
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BROOKSTONE PARTNERS ACQUISITION XXIV, LLC
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By:
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BP XXIV Flow, LLC
Managing Member
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By:
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BP XXIV Meter, LLC
Managing Member
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By:
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/s/ Edward R. Hirshfield
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Name:
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Edward R. Hirshfield
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Title:
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Managing Member
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Dated: January 17, 2018