-----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, OkEFsEk1oc1Rl3FKhPCRCqih3PI1HdLPzrLJlR1BfW6hIzAm/HfzeTAJPz/B7O4Z 8SafVbLScsdxvzoRKYFCFA== 0001036288-99-000018.txt : 19990830 0001036288-99-000018.hdr.sgml : 19990830 ACCESSION NUMBER: 0001036288-99-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990827 GROUP MEMBERS: C. G. GREFENSTETTE GROUP MEMBERS: ELSIE HILLIARD HILLMAN GROUP MEMBERS: HENRY L. HILLMAN GROUP MEMBERS: HILLMAN CO GROUP MEMBERS: THE 12/30/76 AHF TRUST GROUP MEMBERS: THE 12/30/76 HLHJR TRUST GROUP MEMBERS: THE 12/30/76 JLHS TRUST GROUP MEMBERS: THE 12/30/76 WTH TRUST GROUP MEMBERS: THE HILLMAN COMPANY GROUP MEMBERS: THE HLH TRUST GROUP MEMBERS: THOMAS G. BIGLEY GROUP MEMBERS: WILMINGTON INVESTMENTS, INC. GROUP MEMBERS: WILMINGTON SECURITIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUPERCONDUCTOR TECHNOLOGIES INC CENTRAL INDEX KEY: 0000895665 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 770153076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42893 FILM NUMBER: 99701418 BUSINESS ADDRESS: STREET 1: 460 WARD DR STREET 2: STE F CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8056837646 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HILLMAN CO CENTRAL INDEX KEY: 0001036288 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 310 GRANT ST STREET 2: 1900 GRANT BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219 MAIL ADDRESS: STREET 1: 310 GRANT ST STREET 2: 1900 GRANT BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Amendment No. 8 Under the Securities Exchange Act of 1934 SUPERCONDUCTOR TECHNOLOGIES, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 867931107 (CUSIP Number) H. Vaughan Blaxter, III 1900 Grant Building Pittsburgh, Pennsylvania 15219 (412) 281-2620 (Name, address and telephone number of person authorized to receive notices and communications) August 17, 1999 Date of Event which Requires Filing of this Statement If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this statement, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the following box [ X ] CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE, Trustee for Various Trusts I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 5,000 8 Shared Voting Power 5,783,978 9. Sole Dispositive Power 5,000 10 Shared Dispositive Power 5,783,978 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,788,978 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 45.77% 14 Type of Reporting Person IN CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THOMAS G. BIGLEY, Trustee for Various Trusts I.D. # 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 10,000 8 Shared Voting Power 489,520 9. Sole Dispositive Power 10,000 10 Shared Dispositive Power 489 ,520 11 Aggregate Amount Beneficially Owned by Each Reporting Person 499,520 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 6.35% 14 Type of Reporting Person IN CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF JULIET LEA HILLMAN SIMONDS I.D. #25-6193084 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 122,380 8 Shared Voting Power 9. Sole Dispositive Power 122,380 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 122,380 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 1.56% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF AUDREY HILLMAN FISHER I.D. #25-6193085 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 122,380 8 Shared Voting Power 9. Sole Dispositive Power 122,380 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 122,380 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 1.56% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF HENRY LEA HILLMAN, JR. I.D. #26-6193086 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 122,380 8 Shared Voting Power 9. Sole Dispositive Power 122,380 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 122,380 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 1.56% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF WILLIAM TALBOTT HILLMAN I.D. #25-6193087 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 122,380 8 Shared Voting Power 9. Sole Dispositive Power 122,380 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 122,380 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 1.56% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 5,294,456 9 Sole Dispositive Power 10 Shared Dispositive Power 5,294,456 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,294,456 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 43.55% 14 Type of Reporting Person IN CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person ELSIE HILLIARD HILLMAN I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 5,294,456 9 Sole Dispositive Power 10 Shared Dispositive Power 5,294,456 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,294,456 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 43.55% 14 Type of Reporting Person IN CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985I.D. #18-2145466 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 467,141 8 Shared Voting Power 4,827,315 9 Sole Dispositive Power 467,141 10 Shared Dispositive Power 4,827,315 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,294,456 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 43.55% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THE HILLMAN COMPANY I.D. #25-1011286 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 4,827,315 9 Sole Dispositive Power 10 Shared Dispositive Power 4,827,315 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,827,315 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 41.29% 14 Type of Reporting Person CO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON INVESTMENTS, INC. I.D. #51-0344688 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 4,827,315 9 Sole Dispositive Power 10 Shared Dispositive Power 4,827,315 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,827,315 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 41.29% 14 Type of Reporting Person CO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON SECURITIES, INC. I.D. #51-0114700 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 4,827,315 8 Shared Voting Power 9 Sole Dispositive Power 4,827,315 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,827,315 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 41.29% 14 Type of Reporting Person CO SCHEDULE 13D Amendment No. 7 This statement ("Statement") constitutes Amendment No. 8 to Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on August 27, 1999 (the "Filing"). Item 1. Security and Issuer This Statement relates to the Common Stock, $0.001 par value, of Superconductor Technologies, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 460 Ward Drive, Suite F, Santa Barbara, California 93111-2310. The Common Stock is quoted on the Nasdaq National Market under the symbol "SCON". Item 2. Identity and Background (a) Names of persons filing (individually, the "Registrant" and collectively, the "Registrants"): Wilmington Securities, Inc., a wholly-owned subsidiary of Wilmington Investments, Inc. Wilmington Investments, Inc., a wholly-owned subsidiary of The Hillman Company. The Hillman Company, a corporation controlled by Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985. Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985 (the "Henry L. Hillman Trust"). Thomas G. Bigley and C. G. Grefenstette, Trustees Under Agreement of Trust Dated 12/30/76 for the Children of Juliet Lea Hillman Simonds (the " JLHS 1976 Trust"). Thomas G. Bigley and C. G. Grefenstette, Trustees Under Agreement of Trust Dated 12/30/76 for the Children of Audrey Hillman Fisher (the "AHF 1976 Trust"). Thomas G. Bigley and C. G. Grefenstette, Trustees Under Agreement of Trust Dated 12/30/76 for the Children of Henry Lea Hillman, Jr. (the "HLH Jr. 1976 Trust") Thomas G. Bigley and C. G. Grefenstette, Trustees Under Agreement of Trust Dated 12/30/76 for the Children of William Talbott Hillman (the "WTH 1976 Trust"). C. G. Grefenstette Thomas G. Bigley Henry L. Hillman Elsie Hilliard Hillman The name, position, business address and citizenship of each director and executive officer of the entities listed above, each controlling person of such entities and each director and executive officer of any person or corporation in control of said entities, is attached hereto as Exhibit 1. (b) Business Address The addresses of the Registrants are as follows: The Hillman Company, the Henry L. Hillman Trust, the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust are each located at: 1900 Grant Building Pittsburgh, Pennsylvania 15219 Wilmington Securities, Inc. and Wilmington Investments, Inc. are each located at: 824 Market Street, Suite 900 Wilmington, Delaware 19801 C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 Thomas G. Bigley One Oxford Centre 28th Floor Pittsburgh, Pennsylvania 15219 Henry L. Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 Elsie Hilliard Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 (c) Principal occupation or employment The principal occupations of the corporations, listed in response to Item 2(a) are: diversified investments and operations. The principal occupation of the Henry L. Hillman Trust is: diversified investments and operations. The principal occupation of the JLHS 1976 Trust is: diversified investments and operations. The principal occupation of the AHF 1976 Trust is: diversified investments and operations. The principal occupation of the HLH Jr. 1976 Trust is: diversified investments and operations. The principal occupation of the WTH 1976 Trust is: diversified investments and operations. C. G. Grefenstette See Exhibit 1 Thomas G. Bigley See Exhibit 1 Henry L. Hillman See Exhibit 1 Elsie Hilliard Hillman See Exhibit 1 (d) Criminal convictions None of the persons named in Item 2(a)(including Exhibit 1) have been convicted in a criminal proceeding in the last five years. (e) Civil proceedings None of the persons listed in response to Item 2(a) (including Exhibit 1) have in the last five years been subject to a judgment, decree or final order as described in Item 2, subsection (e) of Schedule 13D. (f) Citizenship Wilmington Securities, Inc. and Wilmington Investments, Inc. are Delaware corporations. The Hillman Company is a Pennsylvania corporation. The Henry L. Hillman Trust, the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust are Pennsylvania trusts. C. G. Grefenstette, Thomas G. Bigley, Henry L. Hillman and Elsie Hilliard Hillman are U.S. citizens. Item 3. Source and Amount of Funds or Other Consideration None. Item 4. Purpose of Transaction Pursuant to Section 2 of the Stock Purchase Agreement dated June 24, 1999, the Issuer held a Special Meeting of Stockholders on August 6, 1999 the Issuer's stockholders approved the issuance of Series D Preferred Stock and related warrants for purposes of satisfying the rules of the Nasdaq National Market. On August 17, 1999, Wilmington Securities purchased an additional 9,082 shares of Series D Preferred Stock for $454,100.00. Such shares of Series D Preferred Stock are initially convertible into 181,640 shares of Common Stock. Wilmington Securities, Inc. also received a Warrant for 18,164 shares of Common Stock. As a result of the issuance of the Series D Preferred Stock to Wilmington Securities, Inc. and another investor, the conversion rates of the Series A-2, Series A-3, Series B-1 and Series C Preferred Stock have been adjusted. The results of such adjustment are reflected in Exhibit 2. Except as set forth above and in Item 6 below, the Registrants have no present plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or Management of the Issuer including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on the Board, (e) any material change in the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act of 1933, or (j) any action similar to those enumerated above. Item 5. Interest in Securities of the Issuer (a) Beneficial Ownership 5,000 shares of Common Stock are owned of record and beneficially by C. G. Grefenstette. 10,000 shares of Common Stock are owned of record and beneficially by Thomas G. Bigley. 775,000 shares of Common Stock are owned of record and beneficially by Wilmington Securities, Inc. Wilmington Securities, Inc. also owns 64,584 shares of Series A-2 Preferred Stock, 12,500 shares of Series A-3 Preferred Stock, 15,000 shares of Series B-1 Preferred Stock, 41,667 shares of Series C Preferred Stock and 40,000 shares of Series D Preferred Stock. Wilmington Securities, Inc. also owns a Warrant for 100,000 shares of Common, Stock, a Warrant for 66,667 shares of Common Stock, a Warrant for 36,000 shares of Common Stock, a Warrant for 54,000 shares of Common Stock, a Warrant for 120, 000 shares of Common Stock, a Warrant for 61,836 shares of Common Stock, and a Warrant for 18,164 shares of Common Stock. 100,000 shares of Common Stock are owned of record and beneficially by the Henry L. Hillman Trust. The Henry L. Hillman Trust also owns 15,000 shares of Series B-1 Preferred Stock, a Warrant for 36,000 shares of Common Stock and a Warrant for 9,000 shares of Common Stock. The JLHS 1976 Trust owns 5,000 shares of Series B-1 Preferred Stock, a Warrant for 12,000 shares of Common Stock and a Warrant for 3,000 shares of Common Stock. The AHF 1976 Trust owns 5,000 shares of Series B-1 Preferred Stock, a Warrant for 12,000 shares of Common Stock and a Warrant for 3,000 shares of Common Stock. The HLH Jr. 1976 Trust owns 5,000 shares of Series B-1 Preferred Stock, a Warrant for 12,000 shares of Common Stock and a Warrant for 3,000 shares of Common Stock. The WTH 1976 Trust owns 5,000 shares of Series B-1 Preferred Stock, a Warrant for 12,000 shares of Common Stock and a Warrant for 3,000 shares of Common Stock. See Exhibit 2 for the number of shares of Common Stock for which the above Securities may be converted or exercised. (b) Power to Vote or Dispose of Shares Each person listed above in response to Item 5(a) has the sole power to vote and to direct the vote and the sole power to dispose of and direct the disposition of those shares except as follows: (i)Wilmington Investments, Inc., The Hillman Company, Henry L. Hillman, as settlor and Trustee of the Henry L. Hillman Trust, and Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman Trust, may be deemed to share voting and disposition power regarding 4,827,315 shares of Common Stock held beneficially by Wilmington Securities, Inc. (ii)Henry L. Hillman, as settlor and Trustee of the Henry L. Hillman Trust, and Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman Trust, may be deemed to share voting and disposition power regarding 467,141 shares of Common Stock held beneficially by the Henry L. Hillman Trust. (iii)As trustees of the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust Thomas G. Bigley and C. G. Grefenstette may be deemed to share voting and disposition power regarding 489,520 shares of Common Stock held beneficially by the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust. (c), (d) and (e). Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Not applicable. Item 7. Material to be Filed as Exhibits Exhibit 1.Information concerning officers and directors of reporting persons and certain affiliates thereof. Exhibit 2.Conversion of the Series A-2, A-3, B-1, C and D Preferred Stock and Warrants. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. WILMINGTON SECURITIES, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President WILMINGTON INVESTMENTS, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President THE HILLMAN COMPANY /s/ Lawrence M. Wagner By _________________________________________ Lawrence M. Wagner, President HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985 /s/ C. G. Grefenstette By _________________________________________ C. G. Grefenstette, Trustee THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF JULIET LEA HILLMAN SIMONDS, AUDREY HILLIARD HILLMAN HENRY LEA HILLMAN, JR., AND WILLIAM TALBOTT HILLMAN /s/ Thomas G. Bigley ____________________________________________ Thomas G. Bigley, Trustee /s/ C. G. Grefenstette ____________________________________________ C. G. Grefenstette, Trustee /s/ C. G. Grefenstette ____________________________________________ C. G. Grefenstette /s/ Thomas G. Bigley ____________________________________________ Thomas G. Bigley /s/ Henry L. Hillman ____________________________________________ Henry L. Hillman /s/ Elsie Hilliard Hillman ____________________________________________ Elsie Hilliard Hillman August 27, 1999 Date EX-1 2 EXHIBIT 1 PRINCIPAL OFFICERS AND DIRECTORS OF THE HILLMAN COMPANY, ALL OF WHOM ARE U.S. CITIZENS Name and Address Title Henry L. Hillman Chairman of the Executive Committee 2000 Grant Building and Director Pittsburgh, Pennsylvania 15219 C. G. Grefenstette Chairman of the Board and 2000 Grant Building Director Pittsburgh, Pennsylvania 15219 Lawrence M. Wagner President, Chief Executive Officer 2000 Grant Building and Director Pittsburgh, Pennsylvania 15219 H. Vaughan Blaxter, III Vice President, Secretary, General 1900 Grant Building Counsel and Director Pittsburgh, Pennsylvania 15219 Mark J. Laskow Vice President and Director 1900 Grant Building Pittsburgh, Pennsylvania 15219 Anthony J. Burlando Vice President - Risk Management 1900 Grant Building Pittsburgh, Pennsylvania 15219 James R. Philp Vice President - Personnel and 2000 Grant Building Administration Pittsburgh, Pennsylvania 15219 Richard M. Johnston Vice President - Investments and 2000 Grant Building Director Pittsburgh, Pennsylvania 15219 John W. Hall Vice President - Accounting and 1800 Grant Building Information Services Pittsburgh, Pennsylvania 15219 Timothy O. Fisher Vice President 1900 Grant Building Pittsburgh, Pennsylvania 15219 Bruce I. Crocker Vice President 1800 Grant Building Pittsburgh, Pennsylvania 15219 Denis P. McCarthy Vice President 1900 Grant Building Pittsburgh, Pennsylvania 15219 Timothy P. Hall Vice President 2000 Grant Building Pittsburgh, Pennsylvania 15219 Joseph C. Manzinger Vice President 2000 Grant Building Pittsburgh, Pennsylvania 15219 Maurice J. White Vice President, Shareholder Services 1800 Grant Building Pittsburgh, Pennsylvania 15219 Charles H. Bracken, Jr. Vice President 2000 Grant Building Pittsburgh, Pennsylvania 15219 Eric C. Johnson Treasurer 2000 Grant Building Pittsburgh, Pennsylvania 15219 D. Richard Roesch Assistant Treasurer 1800 Grant Building Pittsburgh, Pennsylvania 15219 Michael S. Adamcyk Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Carol J. Cusick Riley Vice President, Associate General 1900 Grant Building Counsel and Assistant Secretary Pittsburgh, Pennsylvania 15219 Cornel Conley Controller - Corporate 1800 Grant Building Pittsburgh, Pennsylvania 15219 Mark M. Poljak Controller - Taxes 1800 Grant Building Pittsburgh, Pennsylvania 15219 Elsie H. Hillman Director 2000 Grant Building Pittsburgh, Pennsylvania 15219 Audrey H. Fisher Director 2000 Grant Building Pittsburgh, Pennsylvania 15219 PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON INVESTMENTS, INC., ALL OF WHOM ARE U.S. CITIZENS H. Vaughan Blaxter, III President and Secretary 2000 Grant Building Pittsburgh, Pennsylvania 15219 Lario M. Marini Senior Vice President and Director 100 South Road Wilmington, Delaware 19809 Andrew H. McQuarrieVice President, Chief Financial 824 Market Street, Suite 900 Officer, Treasurer and Director Wilmington, Delaware 19801 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900 Assistant Secretary Wilmington, Delaware 19801 Eric C. Johnson Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Jody B. Cosner Assistant Secretary 824 Market Street, Suite 900 Wilmington, Delaware 19801 Joan E. Bachner Assistant Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Darlene Clarke Director 4911 Birch Circle Wilmington, Delaware 19808 PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON SECURITIES, INC., ALL OF WHOM ARE U.S. CITIZENS H. Vaughan Blaxter, III President and Secretary 2000 Grant Building Pittsburgh, Pennsylvania 15219 Lario M. Marini Senior Vice President and Director 100 South Road Wilmington, Delaware 19809 Andrew H. McQuarrieVice President, Chief Financial 824 Market Street, Suite 900 Officer, Treasurer and Director Wilmington, Delaware 19801 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900 Assistant Secretary Wilmington, Delaware 19801 Eric C. Johnson . Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Jody B. Cosner Assistant Secretary 824 Market Street, Suite 900 Wilmington, Delaware 19801 Joan E. Bachner Assistant Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Darlene Clarke Director 4911 Birch Circle Wilmington, Delaware 19808 TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A TRUST DATED NOVEMBER 18, 1985, ALL OF WHOM ARE U.S. CITIZENS Henry L. Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 Elsie Hilliard Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 EX-2 3
Superconductor Technologies, Inc. Conversion of Preferred Stock Number ofCommon Stock InvestorSeries/WarrantSharesEquivalent WSI Series A-2 64,584 1,327,068 Preferred Series A-3 12,500 266,667 Preferred Series B-1 15,000 320,000 Preferred Series C 41,667 879,772 Preferred Series D40,000800,000 Preferred Warrant for 120,000 120,000 Common Warrant for 100,000 100,000 Common Warrant for 66,667 66,667 Common Warrant for 36,000 38,141.26 Common Warrant for 54,000 54,000 Common Warrant for61,83661,836 Common Warrant for18,16418,164 Common HLH TrustSeries B-1 15,000 320,000 Preferred Warrant for 36,000 38,141.26 Common Warrant for 9,000 9,000 Common JLHS 1976Series B-1 5,000 106,666 Trust Preferred Warrant for 12,000 12,713.75 Common Warrant for 3,000 3,000 Common AHF 1976Series B-1 5,000 106,666 Trust Preferred Warrant for 12,000 12,713.75 Common Warrant for 3,000 3,000 Common HLH Jr. 1976Series B-1 5,000 106,666 Trust Preferred Warrant for 12,000 12,713.75 Common Warrant for 3,000 3,000 Common WTH 1976Series B-1 5,000 106,666 Trust Preferred Warrant for 12,000 12,713.75 Common Warrant for 3,000 3,000 Common
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