Additional Proxy Soliciting Materials (definitive) (defa14a)
May 18 2021 - 8:57AM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
INFORMATION
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Proxy Statement
Pursuant to Section 14(a) of the Securities
Exchange Act of
1934
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(Amendment
No. )
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Filed by the Registrant
☑
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Filed by a party other than the Registrant ☐
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Check the appropriate box:
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☐ Preliminary
Proxy Statement
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☐ Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
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☐ Definitive Proxy Statement
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☑ Definitive
Additional Materials
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☐ Soliciting
Material under §240. 14a-12
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MECHANICAL
TECHNOLOGY, INCORPORATED
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(Name of Registrant
as Specified in Its Charter)
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(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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☑ No fee
required
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☐ Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11
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(1) Title
of each class of securities to which transaction applies:
____________________________________________________________________
(2) Aggregate
number of securities to which transaction applies:
____________________________________________________________________
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11
(set forth the amount on which the filing fee is
calculated and state how it was determined):
____________________________________________________________________
(4) Proposed
maximum aggregate value of transaction:
____________________________________________________________________
(5) Total
fee paid:
____________________________________________________________________
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☐ Fee paid
previously with preliminary materials.
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☐ Check box if
any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which
the offsetting fee was paid previously. Identify the previous filing
by registration statement
number, or the Form or Schedule and the date of its filing.
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(1) Amount
Previously Paid:
___________________________________________________________
(2) Form,
Schedule or Registration Statement No.:
___________________________________________________________
(3) Filing
Party:
___________________________________________________________
(4) Date
Filed:
___________________________________________________________
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Dear Fellow Stockholders and Employees:
I first wanted to thank you, our stockholders, for the
confidence you have in us to be responsible stewards of your capital.
As you know, 2020 was the best year the Company had in
nearly a decade. More importantly than a one-year result, we set the groundwork
for continued rapid growth for the Company.
I will outline for you some of our guiding principles,
then highlight some of our achievements for the year.
There are three key themes we focus on as we grow the
Company.
1) Alignment and transparency -
Members of our board of directors directly or indirectly control approximately
40% of the Company's equity. That alone aligns their interest with those of
stockholders generally as we grow the Company. But, in addition to such
alignment, I would like to bring a new paradigm of increased transparency to
the Company. That includes posting on our website frequent stockholder
communications and substantive updates. Our intention is to communicate with
stockholders regularly on our goals and the Company's progress in meeting those
goals.
2) High-velocity execution -
In all aspects of our business we are increasing the urgency and velocity of
our execution. That means an increased frequency of new product introductions,
fast and efficient facility buildout and equipment deployment, and rapid
response to customer requirements.
3) Focus on returns on invested capital -
As significant stockholders, management's goal is to earn strong returns on
investors' capital. You will see clear communications from us on our
expectations and results in this regard.
In the EcoChain business, during 2020 we set up a new
cryptocurrency mining facility and scaled it up with strong success; we
anticipate that by June or so of this year, the net income generated from this
facility since it commenced operations will equal all the capital we invested
to get the facility up and running, an under 12-month payback. Last year we
also set the groundwork to achieve our target goal for EcoChain for 2021 - over
50 megawatts of electricity in operation by the end of 2021.
In our Instruments business, we had a number of
positive developments as highlighted below:
1) In our portable balancing systems (PBS) business:
We received and filled a landmark order (based on volume) from the U.S.
Air Force, which we believe represented a strong vote of confidence in our
technology. In addition, we accelerated product innovation and expanded our
engagement with test cell and international maintenance, repair, and overhaul
(MRO) service organizations.
2) In our Instruments business: We
saw increased order flow from General Electric on our products used in their
6-megawatt turbine for offshore wind projects in Europe. In addition, our Asia
partners, which continue to recover from the pandemic, ramped up their orders
for our capacitance products in the fourth quarter of 2020.
3) From an emerging markets perspective:
We have seen a growing interest in our capacitance technology to support the
rapidly-growing electric vehicle battery market. These activities started in
2020 and have continued into 2021. At present, we are engaged in a number of
early qualification projects with several system integrators to support this
effort.
Most importantly I would like to thank all the people
who have worked tirelessly for the success of our Company, many working late
and on weekends this past year to make this happen. I would also like to thank
the professionals that have helped us get here - our accountants, lawyers, and
technology partners. Our success will continue to be a team effort. This year
is going to be an exciting, landmark year for the Company. I cannot wait to
write next year's letter.
Thank
you for your support and confidence.
/s/ Michael Toporek
Sincerely,
Michael Toporek
Chief Executive Officer
Mechanical Technology, Incorporated
Any of the statements in this letter, other than those
that are historical facts, may be forward-looking statements within the meaning
of federal securities laws. Such forward-looking statements include references
to our plans and goals, in particular with respect to "continued rapid growth"
and when net income from EcoChain's initial cryptocurrency mining facility will
equal the amount we invested in this facility. All forward-looking statements
are made as of the date of mailing of our annual report on Form 10-K for the
year ended December 31, 2020, and we disclaim any duty to update such
statements except to the extent required by applicable securities laws. It is
important to note that our actual results could differ materially from those projected
in forward-looking statements. Factors that could cause the anticipated results
not to occur include: that the uncertainty of the global
economy, including as a result of developments with respect to the COVID-19
pandemic, particularly in Asia and the United States, may affect demand for our
products and/or accelerated purchases of our products by our customers due to
changes in their business needs; the failure of
the Company to locate viable strategic activities including potential
acquisitions that are beneficial to the Company; our inability
to build and maintain relationships with our customers;; the risks and
uncertainties inherent in the cryptocurrency mining industry, including the
costs of operation, the future price of cryptocurrencies and fluctuations in
such prices, government and quasi-government regulation of cryptocurrencies and
their use, restrictions on or regulation of access to and operation of
blockchain networks or similar systems, and the availability and popularity of
other forms or methods of buying and selling goods and services, including
government-backed cryptocurrencies; and the other risk factors discussed
from time to time in the Company's filings with the U.S. Securities and
Exchange Commission including, but not limited to, our accompanying our annual
report on Form 10-K for the year ended December 31, 2020.
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