-----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, OFH4rgFYFCdUT8SqgDO5G5fFad0TKI5K0Z8M0XbDrcZD0Phq4KyldlHbw94G69rc cNEO6kp6yX1AXvZihZPEpA== 0000912057-01-518909.txt : 20010608 0000912057-01-518909.hdr.sgml : 20010608 ACCESSION NUMBER: 0000912057-01-518909 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010606 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010607 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-11512 FILM NUMBER: 1655604 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 8-K 1 a2051340z8-k.txt 8-K 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) JUNE 6, 2001 SATCON TECHNOLOGY CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-11512 04-2857552 - --------------------------- ------------------------ ------------------- State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 161 FIRST STREET, CAMBRIDGE, MASSACHUSETTS 02142 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (617) 661-0540 -------------- NOT APPLICABLE ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. OTHER EVENTS On June 7, 2001, SatCon Technology Corporation (the "Company") issued a press release announcing that it had sold 1,464,928 shares of its common stock at a price to the public of $12 1/8 per share (the "Shares"). A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The offering was conducted pursuant to a Registration Statement on Form S-3 (File No. 333-48936) (the "Registration Statement") which permits the Company to issue up to an aggregate of $150,000,000 of common stock, preferred stock, debt securities and warrants, which was declared effective by the Securities and Exchange Commission (the "Commission") on June 1, 2001. The prospectus included in the Registration Statement, in the form it was declared effective, is referred to as the "Prospectus". On June 6, 2001, the Company filed the Prospectus, together with a supplement to the Prospectus, dated June 5, 2001, relating to the issuance and sale of the Shares, with the Commission. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 5.1 Opinion of Hale and Dorr LLP, dated June 6, 2001. 99.1 Press Release, dated June 7, 2001, issued by the Registrant. -2- SIGNATURES 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. SATCON TECHNOLOGY CORPORATION By: /s/ Sean F. Moran ------------------------- Sean F. Moran Chief Financial Officer Date: June 6, 2001 -3- INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT ------- ------- 5.1 Opinion of Hale and Dorr LLP, dated June 6, 2001. 99.1 Press Release, dated June 7, 2001, issued by the Registrant. -4- EX-5.1 2 a2051340zex-5_1.txt EXHIBIT 5.1 [HALE AND DORR LETTERHEAD] www.haledorr.com 60 STATE STREET - BOSTON, MA 02109 617-526-6000 - FAX 617-526-5000 June 6, 2001 SatCon Technology Corporation 161 First Street Cambridge, MA 02142-1221 Gentlemen: This opinion is furnished to you in connection with (i) a Registration Statement on Form S-3 (File No. 333-48936) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of various securities of SatCon Technology Corporation, a Delaware corporation (the "Company"), all of which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act at an aggregate initial offering price not to exceed $150,000,000, and (ii) a Prospectus dated June 1, 2001 (the "Prospectus") and a related Prospectus Supplement dated June 5, 2001 (the "Prospectus Supplement"), which Prospectus Supplement relates to the issuance and sale by the Company of 1,464,928 shares (the "Shares") of the Company's common stock, $0.01 par value per share, at an aggregate offering price of $17,762,252, which were filed with the Commission on June 6, 2001 pursuant to Rule 424(b)(5) under the Securities Act. We have examined the Registration Statement, including the exhibits thereto, the Prospectus, the Prospectus Supplement, the closing instructions received from each purchaser of the Shares (the "Closing Instructions"), and such other documents, corporate records and instruments and have examined such laws and regulations as we have deemed necessary for purposes of rendering the opinions set forth herein. In our examination of such legal documents, we have assumed the genuineness of all signatures, the legal capacity of all signatories who are natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. Insofar as this opinion relates to factual matters, we have assumed with your permission and without independent investigation that the statements of the Company contained in the Registration Statement are true and correct as to all factual matters stated therein. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. SatCon Technology Corporation June 6, 2001 Page 2 We are opining herein solely with respect to the federal laws of the United States, the state laws of The Commonwealth of Massachusetts and Delaware General Corporation Law. To the extent that the laws of any other jurisdiction govern any of the matters as to which we are opining herein, we have assumed with your permission and without any independent investigation that such laws are identical to the state laws of The Commonwealth of Massachusetts, and we are expressing no opinion herein as to whether such assumptions are reasonable or correct. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Closing Instructions, the Shares will be validly issued, fully paid and nonassessable. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares pursuant to the Prospectus and the Prospectus Supplement. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. We hereby consent to the filing of this opinion with the Commission as an exhibit to a Current Report on Form 8-K and to the use of our name in the Prospectus Supplement under the caption "Validity of Common Stock." In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Hale and Dorr LLP Hale and Dorr LLP EX-99.1 3 a2051340zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 PRESS RELEASE SATCON RAISES $17 MILLION IN STOCK OFFERING CAMBRIDGE, Mass.--(BUSINESS WIRE)--June 7, 2001--SatCon Technology Corporation(R) (Nasdaq:SATC-NEWS), a provider of power and energy management products for the digital power marketplace, announced today that it completed an offering of 1,464,928 shares of its common stock at a price of $12 1/8 per share discounted from the closing price on June 5, 2001. The gross proceeds to the Company are $17,762,252. The shares of common stock were offered through a prospectus supplement pursuant to the Company's effective shelf registration statement. DP Securities, Inc., the broker-dealer subsidiary of DirectPlacement.com, Inc., acted as the placement agent for the offering. SatCon intends to use the net proceeds from this offering for working capital and other general corporate purposes, including financing growth, capital expenditures made in the ordinary course of business, including facilities expansion and the purchase of manufacturing equipment, and acquisitions of businesses, products and technologies that complement or expand SatCon business. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. SatCon Technology Corporation manufactures and sells power and energy management products for the digital power marketplace including power quality, distributed power generation, telecommunications, silicon wafer manufacturing, factory automation, aircraft, satellites and automotive applications. - ------------------------------ CONTACT: SatCon Technology Corporation(R) Sean Moran Chief Financial Officer (617) 661-0540 or PondelWilkinson MS&L Corporate and Investor Relations Robert Whetstone, Rosemary Moothart (310) 207-9300 -----END PRIVACY-ENHANCED MESSAGE-----