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): ~~September 30~~ October 5, 2011

BEACON POWER CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		000-31973		04-3372365
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

65 Middlesex Road

Tyngsboro, Massachusetts 01879 ~~(Address of Principal Executive Offices) (Zip Code)~~

(Address of Principal Executive Offices) (Zip Code)

(978) 694-9121

(Registrant’s telephone number, including area code)

Not Applicable

(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))

Item 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On October 5, 2011, Beacon Power Corporation (“Beacon” or the “Company”) ~~announced~~entered ~~that~~into itan ~~has~~engagement ~~received~~letter (the “Engagement Letter”) with Group Robinson LLC (“Robinson”), a ~~letter~~global ~~from~~advisor ~~The~~and ~~Nasdaq~~investment ~~Stock~~banking ~~Market~~firm ~~dated~~specializing ~~September~~in ~~30,~~the ~~2011~~clean technology, ~~indicating~~energy ~~that~~and ~~for~~infrastructure ~~the~~sectors. Robinson’s ~~last~~immediate 30objective ~~consecutive~~will ~~business~~be ~~days,~~to ~~the~~identify ~~bid~~and ~~price~~secure ofproject ~~the~~financing ~~Company~~for Beacon’s ~~common~~20 ~~stock~~MW ~~has~~flywheel ~~closed~~frequency ~~below~~regulation ~~the~~plant, ~~minimum~~planned ~~$1.00~~for ~~per~~construction ~~share~~in ~~requirement~~Hazle ~~for~~Township, ~~continued~~Pennsylvania. ~~inclusion~~In onaddition, ~~The~~Robinson ~~Nasdaq~~will ~~Capital~~assist ~~Market~~Beacon ~~based~~in ondeveloping ~~Marketplace~~one ~~Rule~~or ~~5550~~more lease or build-operate-transfer (aBOT)~~(2),~~ ~~and~~structures ~~describing~~for ause ~~timetable~~in ~~for~~marketing ~~bringing~~turnkey flywheel plants in non-U.S. locations. During the ~~Company~~16 ~~into~~month ~~compliance~~term of the engagement, Robinson will have an exclusive advisory role with ~~that~~respect ~~rule~~to obtaining financing commitments for any foreign (non-U.S.) project.

~~The~~Pursuant ~~common~~to ~~stock~~the ~~remains~~Engagement ~~listed~~Letter, onBeacon ~~The~~paid ~~Nasdaq~~Robinson ~~Capital~~an ~~Market~~upfront ~~under~~retainer of $60,000, which covers all work by Robinson on the ~~symbol~~Hazle ~~BCON. The~~Township ~~Company~~plant ~~has~~and ~~been~~potential ~~provided~~projects ~~180~~in ~~calendar~~certain ~~days,~~non-U.S. orlocations. No ~~until~~other ~~March~~retainers ~~28,~~will ~~2012,~~be paid to ~~regain~~Robinson ~~compliance,~~in 2011 or in ~~accordance~~connection with ~~Marketplace~~the ~~Rule~~Hazle ~~5810(c)(3)(A)~~Township plant. Monthly Ifretainers atshall be payable for any ~~time~~foreign projects, but not before ~~then~~July 2012. Such monthly retainer shall be $10,000, except that the ~~Company’s~~retainer ~~common~~shall ~~stock~~be $20,000 for foreign projects where the Company has obtained a ~~closing~~contractual ~~bid~~commitment ~~price~~to ofbuild ~~$1.00~~a orplant ~~more~~and ~~for~~which awill ~~minimum~~utilize ofthe 10Robinson ~~consecutive~~deferred ~~business~~payment ~~days,~~financial model. The ~~Nasdaq~~monthly ~~Stock~~retainer ~~Market~~shall ~~staff~~not ~~will~~exceed ~~notify~~$20,000 ~~Beacon~~and ~~that~~shall itbe ~~has~~deducted ~~regained~~from ~~compliance~~the success fee payable to Robinson for a particular project, as described below.

IfRobinson ~~Beacon~~will ~~has~~also ~~not~~receive ~~met~~a ~~the~~lump ~~requirements~~sum ofsuccess ~~Rule~~fee ~~5550(a)(2)~~equal byto ~~March~~2.5% ~~28,~~of ~~2012,~~the ~~but~~total ~~meets~~financing ~~the~~amount ~~applicable~~committed ~~standards~~by ~~for~~Robinson-identified ~~initial~~investors ~~listing~~under onexecuted ~~The~~financing ~~Nasdaq~~documentation ~~Capital~~for ~~Market~~all ~~(other~~U.S. ~~than~~projects ~~the~~and ~~minimum~~3% ~~bid~~for ~~price~~all ~~requirement),~~foreign ~~then~~projects. If the ~~Company~~customer ~~may~~of bea ~~eligible~~foreign ~~for~~project anelects ~~additional 180 day compliance period. In order~~ to ~~qualify,~~pay ~~the~~for ~~Company~~a ~~will~~plant ~~need~~under toa ~~provide~~traditional ~~written~~sales ~~notice~~agreement ofor ~~its~~similar ~~intention~~contract, torather ~~cure~~than using the ~~deficiency~~proposed ~~during~~Robinson ~~the~~financing ~~second~~model, ~~compliance~~then ~~period,~~Robinson byshall ~~effecting~~be paid a ~~reverse~~non-utilization ~~stock~~fee ~~split~~equal ifto ~~necessary~~1. If5% itof ~~appears~~the tototal ~~The~~project ~~Nasdaq~~cost ~~Stock~~that ~~Market~~is ~~staff~~actually ~~that~~paid by the ~~Company~~foreign ~~will~~project ~~not~~buyer ~~be able~~ to ~~cure~~purchase the ~~deficiency~~plant ~~during~~(or, ~~this~~in ~~second~~the ~~compliance~~event ~~period,~~of ora iflease ~~the~~that ~~Company~~does ~~is otherwise~~ not ~~eligible,~~utilize the ~~staff~~Robinson ~~will~~financing ~~provide~~model ~~notice~~and ~~that~~not financed by Robinson-identified investors, the ~~Company’s~~project ~~securities~~cost ~~will~~actually beinvested ~~subject~~by tothose ~~delisting~~non-Robinson investors).

~~The~~In further consideration for Robinson’s services, Robinson will be issued warrants to purchase 3,000,000 shares of Company ~~believes~~common ~~that~~stock itat ~~currently~~an ~~meets~~exercise price of the ~~applicable~~higher ~~standards~~of ~~for~~Beacon’s ~~initial~~book ~~listing~~value per share as of the date of the Engagement Letter or $0.70. The warrants will vest on a proportionate basis as funding is received by Robinson-identified investors at a rate of 85,000 ~~other~~warrants ~~than~~per $1 million of the ~~minimum~~total ~~bid~~amount ~~price~~committed ~~requirement~~for the Hazle Township plant or any foreign project. On ~~The~~the date when at least 2,000,000 of the foregoing warrants have vested, the Company ~~intends~~will issue a second warrant to ~~actively~~purchase ~~monitor~~a number of shares of common stock valued at $3,000,000, but not to exceed a number such that when combined with all shares underlying both warrants would equal more than 19.9% of the ~~bid~~shares outstanding at that time. The exercise price ~~for~~of ~~its~~the ~~common~~second ~~stock~~warrant ~~between~~shall ~~now~~be the higher of the book value per shares as of the date of the Engagement Letter or $0.70 and ~~March~~will 28commence vesting after the first warrant has fully vested, ~~2012~~at a rate that is proportionate to additional aggregate commitment amounts by Robinson-identified investors so that the warrant would be fully vested once there is a funding date for an additional aggregate amount of $50 million. Both warrants would expire on October 1, 2016 and will ~~consider~~become ~~available~~exercisable ~~options~~to the extent vested from time to ~~resolve~~time. Any unvested warrants will expire at the ~~deficiency~~expiration ~~and~~twelve ~~regain~~(12) ~~compliance~~months ~~with~~following the ~~Nasdaq~~notice ~~minimum~~date ~~bid~~of ~~price~~termination ~~requirement~~of the Engagement Letter by the Company.

~~Item~~The ~~8.01~~Company ~~Other~~can ~~Events~~terminate the Engagement Letter for cause (as defined in the Engagement Letter) at any time, or after four months so long as Beacon pays the fees outlined above for any project financing that it closes within twelve (12) months following the termination with an investor identified by Robinson.

~~A copy of the Company’s press release announcing the notice received from The Nasdaq Stock Market is attached to this report as Exhibit 99.1 and is incorporated herein by reference.~~2

The Company has agreed to provide customary indemnification and contribution to Robinson against certain civil liabilities. The foregoing summary of the material terms of the Agreement is qualified by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report with respect to the issuance and description of the warrants described above is incorporated herein by this reference.

Item 3.03 Material Modification to Rights of Security Holders

On October 7, 2011, the Company entered into Amendment No. 6 to its Rights Agreement. This amendment removed the exemption that allowed Seaside 88, LP and persons related to it to beneficially own up to 15% of the Company’s common stock without being Acquiring Persons. It also exempted Robinson from the beneficial ownership provision of the Rights Agreement with respect to the shares of Common Stock issued or issuable under the warrants pursuant to the Engagement Letter.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release of Beacon Power Corporation dated October 5, 2011 announcing receipt of the notice letter from The Nasdaq Stock Market.

(d) Exhibits

24.1 Amendment No. 6 to the Rights Agreement.

10.1 Engagement Letter dated October 5, 2011 between Beacon Power Corporation and Group Robinson LLC.

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.

	BEACON POWER CORPORATION
Dated: October 5, 2011	By:	/s/ James M. Spiezio
Dated: October 12, 2011	By:	/s/ James M. Spiezio
		James M. Spiezio
		Chief Financial Officer
		Chief Executive Officer

EXHIBIT INDEX

Exhibit
No.		Description
99.1		Press Release of Beacon Power Corporation dated October 5, 2011 announcing receipt of the notice letter from The Nasdaq Stock Market.

EXHIBIT INDEX

Exhibit
No.		Description

4.1		Amendment No. 6 to the Rights Agreement.

10.1		Engagement Letter dated October 5, 2011 between Beacon Power Corporation and Group Robinson LLC.

Filing Compare · BEACON POWER CORP