P10 Industries Inc. (PX)

[carbonfiltered]

Got this letter this morning, look like they're preparing to go live:


Nothing new, just reiterating that nobody can own more than 4.99% of company


Dear Stockholder:
You have previously received notices regarding the filing of a voluntary petition for relief under chapter 11 of title 11 of the United States Code by P10 Industries, Inc., formerly known as Active Power, Inc. (the “Company”), and related filings, including the filing of a First Amended Prepackaged Plan of Reorganization for P10 Industries, Inc. Under Chapter 11 of the United Stated Bankruptcy Code (the “Plan”). This letter is to inform you that, on April 26, 2017, the Honorable Judge Gargotta, United States Bankruptcy Judge, confirmed the Plan, and the Plan became effective on May 4, 2017 (the “Effective Date”). Pursuant to Article V(M) of the Plan, at 4:00 p.m., Eastern Time, on the Effective Date all issued and outstanding shares of common stock in the Company (the “Old Stock”) were deemed cancelled pursuant to the terms of the Plan without the need for any further action on the part of the Company, its stockholders or their respective agents. Immediately thereafter, shares of a new common stock issued by the Company, as the reorganized debtor (the “New Stock”), were deemed issued to each of the holders of cancelled shares as of 4:00 p.m., Eastern Time, on the Effective Date, such that each cancelled share of Old Stock was replaced by a share of New Stock, on a 1-for-1 basis, in the same names and same amounts as were outstanding immediately prior to 4:00 p.m., Eastern Time, on the Effective Date. All shares of the New Stock were deemed issued as of 4:00 p.m., Eastern Time, on the Effective Date regardless of the date on which the certificates representing the shares of New Stock are actually distributed. The Company calls to your attention an additional restrictive legend included on new certificate representing shares of New Stock. The new legend, which is attached, references a restriction contained in a new Article XIV of the Company’s certificate of incorporation, prohibiting the transfer of shares of New Stock if, as a result of such transfer, either (i) any person would become a 4.99-percent Stockholder (as defined in the certificate of incorporation) or (ii) the percentage ownership of any 4.99-percent Stockholder would be increased.

P10 INDUSTRIES, INC. By: /s/ Mark A. Ascolese Its: CEO & President

THE RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION AS AMENDED (THE “CERTIFICATE OF INCORPORATION”) CONTAINS RESTRICTIONS PROHIBITING THE TRANSFER (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) OF STOCK OF THE CORPORATION (INCLUDING THE CREATION OR GRANT OF CERTAIN OPTIONS, RIGHTS AND WARRANTS) WITHOUT THE PRIOR AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE “BOARD OF DIRECTORS”) IF SUCH TRANSFER AFFECTS THE PERCENTAGE OF STOCK OF THE CORPORATION (WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER) THAT IS TREATED AS OWNED BY A 4.99-PERCENT STOCKHOLDER (AS DEFINED IN THE CERTIFICATE OF INCORPORATION). IF THE TRANSFER RESTRICTIONS ARE VIOLATED, THEN THE TRANSFER WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER EXCESS SECURITIES (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) TO THE CORPORATION’S AGENT. IN THE EVENT OF A TRANSFER WHICH DOES NOT INVOLVE SECURITIES OF THE CORPORATION WITHIN THE MEANING OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (“SECURITIES”) BUT WHICH WOULD VIOLATE THE TRANSFER RESTRICTIONS, THE PURPORTED TRANSFEREE (OR THE RECORD OWNER) OF THE SECURITIES THAT VIOLATE THE TRANSFER RESTRICTIONS WILL BE REQUIRED TO TRANSFER SUFFICIENT SECURITIES PURSUANT TO THE TERMS PROVIDED FOR IN THE CERTIFICATE OF INCORPORATION TO CAUSE THE 4.99-PERCENT STOCKHOLDER TO NO LONGER BE IN VIOLATION OF THE TRANSFER RESTRICTIONS. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE CERTIFICATE OF INCORPORATION CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.