-----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, INqJSC1JkRDmoRAm9CZ0lCMb0E843l92usut4NstB5DyFf8QcOnURKqyrxPEU1oZ BYflGqu62OHgwZT5+U85RA== 0000921530-02-000013.txt : 20020413 0000921530-02-000013.hdr.sgml : 20020413 ACCESSION NUMBER: 0000921530-02-000013 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020115 GROUP MEMBERS: BROWN SIMPSON PARTNERS I, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SATCON TECHNOLOGY CORP CENTRAL INDEX KEY: 0000889423 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042857552 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43366 FILM NUMBER: 2509189 BUSINESS ADDRESS: STREET 1: 161 FIRST STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6176610540 MAIL ADDRESS: STREET 1: 161 FIRST STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN SIMPSON ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001118481 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 W 57TH ST 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122478200 MAIL ADDRESS: STREET 1: CARNEGIE HALL TOWER STREET 2: 152 W 57TH ST 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 satcon_13ga2-123101.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SATCON TECHNOLOGY CORPORATION ----------------------------- (Name of Issuer) Common Stock, $.01 Par Value ---------------------------- (Title of Class of Securities) 803893106 --------- (CUSIP Number) December 31, 2001 ----------------- (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 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 ("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). Continued on following pages Page 1 of 9 Pages Exhibit Index: Page 8 SCHEDULE 13G CUSIP No. 803893106 Page 2 of 9 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) BROWN SIMPSON PARTNERS I, LTD. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 438,750 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 438,750 9 Aggregate Amount Beneficially Owned by Each Reporting Person 438,750 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) 2.58% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 803893106 Page 3 of 9 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) BROWN SIMPSON ASSET MANAGEMENT, LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 438,750 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 438,750 9 Aggregate Amount Beneficially Owned by Each Reporting Person 438,750 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) 2.58% 12 Type of Reporting Person (See Instructions) OO; IA Page 4 of 9 Pages Item 1(a) Name of Issuer: SatCon Technology Corporation (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 161 First Street, Cambridge, MA 02142 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Brown Simpson Partners I, Ltd. ("Brown Simpson Partners I"); and ii) Brown Simpson Asset Management, LLC ("Brown Simpson Asset Management"). Brown Simpson Asset Management serves as the investment manager to Brown Simpson Partners I. Each of Matthew C. Brown, Peter D. Greene, Mitchell D. Kaye, and James R. Simpson hold an ownership interest in Brown Simpson Asset Management. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business offices of Brown Simpson Partners I is Walkers Attorneys-at-Law, P.O. Box 265GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands. The address of the principal business offices of Brown Simpson Asset Management is Carnegie Hall Tower, 152 West 57th Street, 21st Floor, New York, New York 10019. Item 2(c) Citizenship: (i) Brown Simpson Partners I is a Cayman Islands company; and (ii) Brown Simpson Asset Management is a New York limited liability company. Item 2(d) Title of Class of Securities: Common Stock, $.01 par value (the "Shares"). Item 2(e) CUSIP Number: 803893106 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Page 5 of 9 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2001, each of the Reporting Persons may be deemed the beneficial owner of 438,750 Shares held for the account of Brown Simpson Partners I. This amount assumes the exercise of warrants into 438,750 Shares held for the account of Brown Simpson Partners I. Item 4(b) Percent of Class: The number of Shares of which each of the Reporting Persons may be deemed the beneficial owner constitutes 2.58% of the total number of Shares outstanding (assuming the exercise of certain warrants held for the account of Brown Simpson Partners I.). Item 4(c) Number of shares as to which such person has: Brown Simpson Partners I ------------------------ (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 438,750 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 438,750 Brown Simpson Asset Management ------------------------------ (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 438,750 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 438,750 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Page 6 of 9 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/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. Page 7 of 9 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 15, 2002 BROWN SIMPSON PARTNERS I, LTD. By: /s/ PETER D. GREENE ----------------------------------- Name: Peter D. Greene Title: Attorney-in-Fact Date: January 15, 2002 BROWN SIMPSON ASSET MANAGEMENT, LLC By: /s/ PETER D. GREENE ----------------------------------- Name: Peter D. Greene Title: Managing Principal Page 8 of 9 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of January 15, 2002, by and between Brown Simpson Partners I, Ltd. and Brown Simpson Asset Management, LLC.......................... 9 EX-99 3 satcon_13gexha-123101.txt EXHIBIT A - JOINT FILING AGREEMENT Page 9 of 9 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of SatCon Technology Corporation, dated as of January 15, 2002, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: January 15, 2002 BROWN SIMPSON PARTNERS I, LTD. By: /s/ PETER D. GREENE ----------------------------------- Name: Peter D. Greene Title: Attorney-in-Fact Date: January 15, 2002 BROWN SIMPSON ASSET MANAGEMENT, LLC By: /s/ PETER D. GREENE ----------------------------------- Name: Peter D. Greene Title: Managing Principal -----END PRIVACY-ENHANCED MESSAGE-----