Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 29, 2009
OCEAN POWER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-33417 |
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22-2535818 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1590 Reed Road
Pennington, NJ
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08534 |
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(Zip Code) |
Registrant’s telephone number, including area code: (609) 730-0400
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| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b) On January 29, 2009, effective immediately, Dr. George W. Taylor resigned from his position as Chief Executive
Officer of Ocean Power Technologies, Inc. (“OPT” or the “Company”) and has been appointed Executive Chairman of the
Company. Dr. Taylor’s responsibilities will include strategic direction of the Company and marketing and business
development activities.
(c) On January 29, 2009, effective immediately, the Board of Directors of the Company elected Mark Robert Draper,
age 45, as the Company’s Chief Executive Officer. Mr. Draper has served as the Company’s Chief Operating Officer since
June 2007 and as the Chief Executive and Director of OPT’s wholly-owned European subsidiary, Ocean Power Technologies
Limited, based in Warwick, England, since September 2004. While at OPT, Mr. Draper has been instrumental to the
Company’s progress in developing its PowerBuoy® PB150 product generation, and in expanding operations in Europe and
North America.
Prior to joining OPT in 2004, Mr. Draper served as Managing Director of the Generation Business at Powergen plc, a UK
energy business. Mr. Draper holds a Master’s Degree in Mechanical and Electrical Engineering from Cambridge University
(UK). He is a Fellow of both the Institute of Mechanical Engineers and the Institute of Electrical Engineers.
In connection with his appointment, Mr. Draper received a grant of options to purchase 20,000 shares of the Company’s
Common Stock, par value $.001 per share (“Shares”) exercisable through January 28, 2019 at $6.48 per share. The options
vest in five equal annual installments beginning one year after date of grant. Additionally, Mr. Draper received an
award of 30,000 restricted shares of the Company’s Common Stock, 10,000 of which will vest on January 28, 2010. The
remaining restricted shares will vest based the Company’s satisfaction of certain performance criteria, as follows:
5,000 shares vest through June 30, 2009, 10,000 shares vest through April 30, 2010 and 5,000 shares vest through April
30, 2011.
Item 8.01 Other Events.
On February 2, 2009, OPT issued a press release announcing the resignation of Mr. Taylor and the appointment of Mr.
Draper. The full text of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press release issued by the Company dated February 2, 2009. |
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SIGNATURE
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 hereunto duly authorized.
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OCEAN POWER TECHNOLOGIES, INC. |
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Date: February 4, 2009
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By:
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/s/ CHARLES F. DUNLEAVY
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Charles F. Dunleavy |
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Chief Financial Officer |
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EXHIBIT INDEX
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Description |
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99.1
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Press release issued by the Company dated February 2, 2009. |
Filed by Bowne Pure Compliance
Exhibit 99.1
• FOR IMMEDIATE RELEASE
OCEAN POWER TECHNOLOGIES ANNOUNCES NEW CHIEF EXECUTIVE OFFICER
Pennington, NJ — February 2, 2009 — Ocean Power Technologies, Inc. (Nasdaq: OPTT and London Stock
Exchange AIM: OPT) (“OPT”) is pleased to announce that the Board of Directors of OPT has elected
Mark Robert Draper as the Company’s Chief Executive Officer effective January 29, 2009.
Mr. Draper, 45, has served as the Company’s Chief Operating Officer since June 2007 and as the
Chief Executive and Director of OPT’s wholly-owned European subsidiary, Ocean Power Technologies
Limited, based in Warwick, England, since September 2004. Mr. Draper succeeds Dr. George W.
Taylor, founder of the Company and previously Chief Executive Officer, who has been appointed
Executive Chairman of the Company. Dr. Taylor’s responsibilities will include strategic direction
of the Company and marketing and business development activities. Additionally, Mr. Seymour S.
Preston III, previously Chairman and Non-Executive Director, has been appointed Vice Chairman of
the Company and Lead Independent Director.
While at OPT, Mr. Draper has been instrumental to the Company’s progress in developing its
PowerBuoy® PB150 product generation, and in expanding operations in Europe and North America.
Dr. George W. Taylor, Executive Chairman of OPT stated, “The Board of Directors is very pleased
that Mark has agreed to accept the position of Chief Executive Officer. Since joining the Company,
he has demonstrated his strong abilities in the areas of operations, technology development and
commercialization. Building on his prior experience in the utility industry in both renewable and
conventional sources of power, Mark is well suited to lead the Company as it moves to the next
stage of growth in the worldwide marketplace.”
Prior to joining OPT in 2004, Mr. Draper’s career encompassed a broad range of managerial and
engineering roles at Powergen plc — a UK energy business with an annual turnover in excess of £6
Billion. Mr. Draper’s most recent position at Powergen was as Managing Director of the Generation
Business, with direct responsibility for nine major power stations (9,000 MegaWatts of capacity), a
combined heat and power business, the technology division, and the company’s renewable energy
business. He was instrumental in establishing and managing the growth of Powergen’s renewable
generation activities, including on-shore and off-shore wind power stations.
Mr. Draper holds a Master’s Degree in Mechanical and Electrical Engineering from Cambridge
University (UK), and has attended management training programs at Wharton and Harvard Business
schools. He previously served as Non-Executive Director for Slough Heat and Power Ltd and serves
as Non-Executive Director for Renewable Power and Light plc. Mr. Draper is a Fellow of both the
Institute of Mechanical Engineers and the Institute of Electrical Engineers.
In connection with his appointment, Mr. Draper received a grant of options to purchase 20,000
shares of the Company’s $.001 Common Stock (“Shares”) exercisable through January 28, 2019 at US
$6.48 per share, and an award of 30,000 restricted Shares. Following these awards, Mr. Draper has
options to purchase a total of 203,499 shares, and 30,000 restricted Shares, which such
shareholding represents 0.3% of OPT’s issued share capital. No further information is required to
be disclosed pursuant to AIM Rule 17.
Forward-Looking Statements
This release may contain “forward-looking statements” that are within the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the
Company’s current expectations about its future plans and performance, including statements
concerning the impact of marketing strategies, new product introductions and innovation, deliveries
of product, sales, earnings, and margins. These forward-looking statements rely on a number of
assumptions and estimates which could be inaccurate and which are subject to risks and
uncertainties. Actual results could vary materially from those anticipated or expressed in any
forward-looking statement made by the Company. Please refer to the Company’s most recent Form 10-K
for a further discussion of these risks and uncertainties. The Company disclaims any obligation or
intent to update the forward-looking statements in order to reflect events or circumstances after
the date of this release.
About Ocean Power Technologies
Ocean Power Technologies, Inc. (Nasdaq: OPTT and London Stock Exchange AIM: OPT) is a pioneer in
wave-energy technology that harnesses ocean wave resources to generate reliable, clean, and
environmentally-beneficial electricity. OPT has a strong track record in harnessing wave energy and
participates in a $150 billion annual power generation equipment market. The Company’s proprietary
PowerBuoy® system is based on modular, ocean-going buoys that capture and convert predictable wave
energy into low-cost, clean electricity. The Company is widely recognized as the leading provider
of on-grid and autonomous wave-energy generation with its energy systems benefiting from over a
decade of in-ocean experience. OPT’s technology and systems are insured by Lloyds Underwriters of
London. OPT is headquartered in Pennington, New Jersey with offices in Warwick, UK. More
information can be found at www.oceanpowertechnologies.com.
Contact information:
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Ocean Power Technologies, Inc. |
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Dr. George W. Taylor, Executive Chairman
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Telephone: +1 609 730 0400 |
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Charles F. Dunleavy, Chief Financial Officer
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Telephone: +1 609 730 0400 |
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Media Contact in United States: |
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Edelman
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Telephone: +1 212 704 4598 |
Mona J. Walsh
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Email: mona.walsh@edelman.com |
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Media Contact in United Kingdom: |
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Corfin Communications |
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Neil Thapar, Martin Sutton
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Telephone: +44 20 7977 0020 |
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Nomura Code Securities Limited |
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Juliet Thompson, Richard Potts
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Telephone: +44 20 7776 1200 |
