SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
Mechanical Technology, Inc.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
583538103
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 583538103 13G/A Page 2 of 7 Pages
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fletcher Asset Management, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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5. SOLE VOTING POWER 3,060,942
NUMBER OF ------ ---------------------------------------------
SHARES 6. SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY ------ ---------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER 3,060,942
REPORTING
PERSON WITH ------ ---------------------------------------------
8. SHARED DISPOSITIVE POWER 0
--------------------------- ------ ---------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 3,060,942
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.1%
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12. TYPE OF REPORTING PERSON* IA
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CUSIP No. 583538103 13G/A Page 3 of 7 Pages
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alphonse Fletcher, Jr.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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5. SOLE VOTING POWER o
NUMBER OF ------ ---------------------------------------------
SHARES 6. SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY ------ ---------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH ------ ---------------------------------------------
8. SHARED DISPOSITIVE POWER 0
--------------------------- ------ ---------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 3,060,942
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.1%
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12. TYPE OF REPORTING PERSON* HC
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Item 1(a). Name of Issuer:
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Mechanical Technolgy, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
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431 New Karner Road
Albany, New York 12205
Item 2(a). Names of Persons Filing:
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Fletcher Asset Management, Inc. ("FAM") and Alphonse
Fletcher, Jr.
Item 2(b). Address of Principal Business Office or, if none,
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Residence:
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HSBC Tower, 29th Floor
452 Fifth Avenue
New York, New York 10018
Item 2(c). Citizenship:
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FAM is a corporation organized under the laws of the
State of Delaware. Alphonse Fletcher, Jr. is a
citizen of the United States.
Item 2(d). Title of Class of Securities:
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Common Stock, $1.00 par value
Item 2(e). CUSIP Number:
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583538103
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
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or Rule 13d-2(b) or (c), check whether the
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person filing is a:
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(a) [ ] Broker or dealer registered under Section 15
of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the
Exchange Act;
(c) [ ] Insurance company as defined in Section
3(a)(19) of the Exchange Act;
(d) [ ] Investment company registered under Section 8
of the Investment Company Act;
(e) [X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with Rule 13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act; or
(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [ ].
Item 4. Ownership.
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(a) Amount Beneficially Owned:
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3,060,942 shares
(b) Percent of Class:
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9.1% (based on 33,592,628 shares of Common Stock (the
"Common Stock") of Mechanical Technology, Inc. (the
"Company") consisting of (i) 30,925,201 shares
reported to FAM by the Company to be outstanding as of
December 31, 2005 and (ii) 2,667,427 shares of Common
Stock underlying investment rights beneficially owned
by FAM and Mr. Fletcher issuable within 60 days as of
December 31, 2005).
(c) Number of shares as to which FAM has:
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(i) Sole power to vote or to direct the vote:
3,060,942 shares
(ii) Shared power to vote or to direct the vote:
0 shares
(iii) Sole power to dispose or to direct the
disposition of:
3,060,942 shares
(iv) Shared power to dispose or to direct the
disposition of:
0 shares
The Common Stock reported to be beneficially owned consists of
393,515 shares of Common Stock and 2,667,427 shares of Common Stock issuable
upon the exercise by Fletcher International, Ltd. of investment rights
pursuant to Agreements, each dated as of January 26, 2004 and May 4, 2004, by
and between the Company and Fletcher International, Ltd. The investment rights
are exercisable within 60 days as of December 31, 2005. The holdings reported
reflect the shares of Common Stock issuable within 60 days as of December 31,
2005 that would have been held had the investment rights been exercised on
December 31, 2005.
The shares of Common Stock of the Company reported to be beneficially
owned consist of shares of Common Stock and shares of Common Stock underlying
investment rights held in one or more accounts managed by FAM (the
"Accounts"), for Fletcher International, Ltd. FAM has sole power to vote and
sole power to dispose of all shares of Common Stock in the Accounts. By virtue
of Mr. Fletcher's position as Chairman and Chief Executive Officer of FAM, Mr.
Fletcher may be deemed to have the shared power to vote or direct the vote of,
and the shared power to dispose or direct the disposition of, such shares,
and, therefore, Mr. Fletcher may be deemed to be the beneficial owner of such
Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
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Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of
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Another Person.
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This Schedule 13G/A Amendment No. 1 is filed by FAM,
which is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940, as
amended, with respect to the shares of Common Stock
and investment rights held at December 31, 2005 in the
Accounts managed by FAM. By reason of the provisions
of Rule 13d-3 under the Act, FAM and Mr. Fletcher may
each be deemed to own beneficially the shares of
Common Stock held in the Accounts. The Accounts have
the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the
sale of, such Common Stock purchased for its account.
Item 7. Identification and Classification of the Subsidiary
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Which Acquired the Security Being Reported on By
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the Parent Holding Company.
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This Schedule 13G is filed by FAM and Mr. Fletcher.
Item 8. Identification and Classification of Members of the
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Group.
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Not Applicable
Item 9. Notice of Dissolution of Group.
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Not Applicable
Item 10. Certifications.
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By signing below Fletcher Asset Management, Inc. and
Alphonse Fletcher, Jr. certify that, to the best of
their knowledge and belief, the securities referred to
above were acquired and are held in the ordinary
course of business and were not acquired and are not
held for the purpose of or with the effect of changing
or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 13, 2006
Fletcher Asset Management, Inc.
By: /s/ Peter Zayfert
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Name: Peter Zayfert
Title: Authorized Signatory
Fletcher Asset Management, Inc.
By: /s/ Patrick Huvane
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Name: Patrick Huvane
Title: Authorized Signatory
Alphonse Fletcher, Jr., in his individual
capacity
By: /s/ Denis J. Kiely
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Name: Denis J. Kiely for Alphonse
Fletcher, Jr.
*By Power of Attorney, dated
February 14, 2001, attached as
Exhibit A hereto.
Exhibit A
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
revokes all prior Power of Attorney and appoints Denis J. Kiely to act
severally as attorney-in-fact for the undersigned solely for the purpose of
executing reports required under Sections 13 and 16 of the Securities Exchange
Act of 1934, as amended, and filing the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
thereby ratifying and confirming all that said attorney-in-fact may do or
cause to be done by virtue hereof.
Signed: /s/ Alphonse Fletcher Jr.
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Alphonse Fletcher Jr.
Dated: February 14, 2001