Distributed Energy Systems Shareholders Approve Amendments To Certificate Of Incorporation

Distributed Energy Systems Corp. reported that its shareholders approved all proposals at its annual meeting. In addition to the election of directors, stockholders approved proposals for two amendments to the company’s certificate of incorporation. The first increased the number of authorized shares of the company’s common stock from 65 million to 250 million shares, and the second authorized, but does not require, the company’s Board of Directors to effect a reverse split of the common stock at a ratio of within the range of 1-for-2 to 1-for-20. The exact split ratio would be determined by the Board and publicly announced by the company prior to any decision to implement a split.

The company said shareholders also approved a proposal to issue shares of Distributed Energy Systems’ common stock to Perseus, L.L.C., a merchant bank and private equity fund management company, under terms of a previously announced financing. It includes provisions under which Perseus can convert a note and exercise warrants issued by the company into common stock.

Ambrose L. Schwallie, CEO of Distributed Energy Systems, said, "We are pleased that our shareholders approved our proposals. These amendments will give us the necessary financial flexibility going forward." Schwallie noted that the company’s current plan focuses on "a few carefully selected high-potential businesses where we have already shown what we can do for customers and potential customers."

Schwallie identified them as follows: wind systems, using high efficiency, low-maintenance, direct-drive permanent magnet technology; power electronics systems, such as the mobile power units developed for two customers – Con Edison and Direct Drive Systems, and power generation projects using alternative non-fossil energy sources.