-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NMCsvyrS98mG5J5m1ZFKMRa9WgaVh46I7OLIRW0bJIRy9tX36zyxyf03Blvc5BGB 0T8B/7/Gu0Vqewam/fdsZA== 0000902664-09-001442.txt : 20090407 0000902664-09-001442.hdr.sgml : 20090407 20090407105125 ACCESSION NUMBER: 0000902664-09-001442 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090407 DATE AS OF CHANGE: 20090407 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRO ENERGY INC CENTRAL INDEX KEY: 0001175636 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 593217746 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79908 FILM NUMBER: 09736675 BUSINESS ADDRESS: STREET 1: 30 SHELTER ROCK ROAD CITY: DANBURY STATE: CT ZIP: 06810 BUSINESS PHONE: 203 797 2699 MAIL ADDRESS: STREET 1: 30 SHELTER ROCK ROAD CITY: DANBURY STATE: CT ZIP: 06810 FORMER COMPANY: FORMER CONFORMED NAME: MCG DIVERSIFIED INC DATE OF NAME CHANGE: 20020614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Highbridge International LLC CENTRAL INDEX KEY: 0001308315 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: THE CAYMAN CORPORATE CENTRE, 4TH FLOOR STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 345-945-1400 MAIL ADDRESS: STREET 1: P.O. BOX 30554 STREET 2: SEVEN MILE BEACH CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G 1 p09-0734sc13g.txt ELECTRO ENERGY INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 Electro Energy Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 285106209 (CUSIP Number) October 7, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - ---------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") 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). Page 1 of 12 Pages CUSIP No. 285106209 13G Page 2 of 12 Pages - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Smithfield Fiduciary LLC - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock OWNED BY -------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.52% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (see instructions) OO - ----------------------------------------------------------------------- CUSIP No. 285106209 13G Page 3 of 12 Pages - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Highbridge International LLC - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock OWNED BY -------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.52% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (see instructions) OO - ----------------------------------------------------------------------- CUSIP No. 285106209 13G Page 4 of 12 Pages - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Highbridge Capital Management, LLC - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock OWNED BY -------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.52% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (see instructions) OO - ----------------------------------------------------------------------- CUSIP No. 285106209 13G Page 5 of 12 Pages - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Glenn Dubin - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock OWNED BY -------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.52% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (see instructions) IN - ----------------------------------------------------------------------- CUSIP No. 285106209 13G Page 6 of 12 Pages - ----------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Henry Swieca - ----------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [X] (b) [ ] - ----------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 0 SHARES -------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock OWNED BY -------------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING -------------------------------------------------------- PERSON WITH (8) SHARED DISPOSITIVE POWER Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock - ----------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Warrants to purchase 217,415 shares of Common Stock 982 shares of Series B Convertible Preferred Stock convertible into 216,040 shares of Common Stock - ----------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ] - ----------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.52% - ----------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (see instructions) IN - ----------------------------------------------------------------------- CUSIP No. 285106209 13G Page 7 of 12 Pages Item 1. (a) Name of Issuer Electro Energy Inc. (the "Company") (b) Address of Issuer's Principal Executive Offices 30 Shelter Rock Road Danbury, Connecticut 06810 Item 2(a). Name of Person Filing Item 2(b). Address of Principal Business Office Item 2(c). Citizenship SMITHFIELD FIDUCIARY LLC The Cayman Corporate Center, 4th Floor 27 Hospital Road George Town, Grand Cayman Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies HIGHBRIDGE INTERNATIONAL LLC c/o Harmonic Fund Services The Cayman Corporate Centre, 4th Floor 27 Hospital Road Grand Cayman, Cayman Islands, British West Indies Citizenship: Cayman Islands, British West Indies HIGHBRIDGE CAPITAL MANAGEMENT, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: State of Delaware GLENN DUBIN c/o Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: United States HENRY SWIECA c/o Highbridge Capital Management, LLC 9 West 57th Street, 27th Floor New York, New York 10019 Citizenship: United States Item 2(d) Title of Class of Securities Common Stock, $0.001 par value per share ("Common Stock") Item 2(e) CUSIP Number 285106209 CUSIP No. 285106209 13G Page 8 of 12 Pages Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] 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) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (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. [X] Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: The shares of Series B Preferred Stock (the "Preferred Shares") are convertible into shares of Common Stock at a conversion price equal to the greater of (A) 70% of the daily volume weighted average price per share of the Common Stock for the 10 business day period immediately prior to the relevant conversion date and (B) $1.25, which as of October 7, 2008 and the date of this filing resulted in a conversion price of $1.25. As of October 7, 2008 and as of the date of this filing, (i) Smithfield Fiduciary LLC beneficially owned and owns, respectively, Warrants to purchase 217,415 shares of Common Stock and 982 Preferred Shares convertible into 216,040 shares of Common Stock and (ii) each of Highbridge International, Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca may have been deemed and may be deemed, respectively, the beneficial owner of the Warrants to purchase 217,415 shares of Common Stock and the 982 Preferred Shares convertible into 216,040 shares of Common Stock beneficially owned by Smithfield Fiduciary LLC. Smithfield Fiduciary LLC is a wholly-owned subsidiary of Highbridge International LLC. Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC. Glenn Dubin is the Chief Executive Officer of Highbridge Capital Management, LLC. Henry Swieca is the Chief Investment Officer of Highbridge Capital Management, LLC. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. In addition, each of Highbridge International LLC, Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership of shares of Common Stock owned by Smithfield Fiduciary LLC. CUSIP No. 285106209 13G Page 9 of 12 Pages (b) Percent of class: Based upon the Company's Definitive Proxy Statement on Schedule 14A filed on September 8, 2008, there were 6,212,405 shares of Common Stock outstanding as of September 8, 2008. Therefore as of October 7, 2008 and as of the date hereof, based on the Company's outstanding shares of Common Stock (i) Smithfield Fiduciary LLC beneficially owned and owns, respectively, 6.52% of the outstanding shares of Common Stock of the Company and (ii) each of Highbridge International LLC, Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca may have been deemed and may be deemed, respectively, to beneficially own 6.52% of the outstanding shares of Common Stock of the Company. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote See Item 4(a) (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of See Item 4(a) Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not applicable. Item 8. Identification and Classification of Members of the Group See Exhibit I. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification CUSIP No. 285106209 13G Page 10 of 12 Pages By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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. Exhibits: Exhibit I: Joint Filing Agreement, dated as of April 7, 2009, by and among Smithfield Fiduciary LLC, Highbridge International LLC, Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca. CUSIP No. 285106209 13G Page 11 of 12 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: April 7, 2009 SMITHFIELD FIDUCIARY LLC HIGHBRIDGE INTERNATIONAL LLC By: Highbridge Capital Management, LLC By: Highbridge Capital Management, LLC Its Trading Manager its Trading Manager By: /s/ John Oliva By: /s/ John Oliva ----------------------------------- --------------------------------- Name: John Oliva Name: John Oliva Title: Managing Director Title: Managing Director HIGHBRIDGE CAPITAL MANAGEMENT, LLC /s/ Henry Swieca ------------------------------------- HENRY SWIECA By: /s/ John Oliva - ------------------------------------- Name: John Oliva Title: Managing Director /s/ Glenn Dubin - ------------------------------------- GLENN DUBIN CUSIP No. 285106209 13G Page 12 of 12 Pages EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, $0.001 par value, of Electro Energy Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated as of April 7, 2009 SMITHFIELD FIDUCIARY LLC HIGHBRIDGE INTERNATIONAL LLC By: Highbridge Capital Management, LLC By: Highbridge Capital Management, LLC Its Trading Manager its Trading Manager By: /s/ John Oliva By: /s/ John Oliva ----------------------------------- --------------------------------- Name: John Oliva Name: John Oliva Title: Managing Director Title: Managing Director HIGHBRIDGE CAPITAL MANAGEMENT, LLC /s/ Henry Swieca ------------------------------------- HENRY SWIECA By: /s/ John Oliva - ------------------------------------- Name: John Oliva Title: Managing Director /s/ Glenn Dubin - ------------------------------------- GLENN DUBIN -----END PRIVACY-ENHANCED MESSAGE-----