-----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, SAj2QiiVZZpfF1BUhxhdJp32T1Fn3Jp7HTaYP5UZMxQpqWQ4G05hN7rzzkHBgfw2 fPULaAYlwuklhSEU9AVfgg== 0000912057-01-532126.txt : 20010914 0000912057-01-532126.hdr.sgml : 20010914 ACCESSION NUMBER: 0000912057-01-532126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010911 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010913 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: 1934 Act SEC FILE NUMBER: 001-11512 FILM NUMBER: 1736471 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 a2059234z8-k.txt FORM 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): SEPTEMBER 11, 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 Identification No.) of Incorporation) 161 FIRST STREET, CAMBRIDGE, MASSACHUSETTS 02142 - ------------------------------------------ ----- (Address of Principal Executive Offices) (Zip Code)
(617) 661-0540 -------------- (Registrant's telephone number, including area code) NOT APPLICABLE -------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On September 13, 2001, SatCon Technology Corporation (the "Registrant") publicly disseminated a press release announcing that, subject to three contingencies, it plans to make a pro rata distribution to its stockholders of 5,000,000 shares of common stock of Beacon Power Corporation ("Beacon Power") held by the Registrant. The Registrant's Board of Directors declared the distribution on September 11, 2001. The record date for the Registrant's stockholders entitled to receive shares of Beacon Power's common stock has been set at Monday, September 24, 2001, and the anticipated distribution date is set for Friday, September 28, 2001. The ex-dividend date will be the next business day, or Monday, October 1, 2001. The proposed contingent distribution of Beacon Power common stock is subject to the following three contingencies: 1. The closing price of Beacon Power's common stock on the Nasdaq National Market on the distribution date may not be in excess of $5.50 per share; 2. The Registrant's Board of Directors must have received a capital surplus and solvency opinion acceptable to the Board of Directors with respect to the distribution; and 3. The distribution must be consummated by the Registrant's transfer agent prior to September 30, 2001, the last day of the Registrant's fiscal year. In the event that any one of these contingencies is not satisfied or waived by the Registrant's Board of Directors, the Registrant will not effect the proposed contingent distribution. On the distribution date, assuming the contingencies are satisfied, holders of shares of the Registrant's common stock are expected to receive approximately 0.3023 shares of Beacon Power common stock for each share of the Registrant's common stock held on the record date. Because there are convertible securities of the Registrant outstanding, the exact ratio cannot be conclusively determined until the record date. Cash payments will be made in lieu of fractional shares. The name and address of the Registrant's transfer agent is EquiServe Trust Company, N.A., 150 Royall Street, Canton, MA 02021. After the distribution, the Registrant will continue to own approximately 4,705,910 shares of Beacon Power common stock and a warrant to purchase an aggregate of 173,704 additional shares of Beacon Power common stock with an exercise price of $1.25 per share. The full text of the Registrant's press release issued in connection with the foregoing is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. The exhibits to this report are listed in the Index to Exhibits set forth on page 4 hereof. -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 Dated: September 13, 2001 /s/ SEAN F. MORAN ----------------------------------------- Sean F. Moran Chief Financial Officer -3- INDEX TO EXHIBITS Exhibit Number Exhibit - ------- ------- 99.1 Press Release, dated September 13, 2001, issued by the Registrant. -4- EX-99.1 3 a2059234zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 SATCON ANNOUNCES PLAN TO DISTRIBUTE 5,000,000 SHARES OF BEACON POWER COMMON STOCK TO SATCON STOCKHOLDERS CAMBRIDGE, Mass. - Sept. 13, 2001 - SatCon Technology Corporation(R) (Nasdaq NM: SATC), a leader in power and energy management products, today announced that it plans to make a pro rata distribution to its stockholders of 5,000,000 shares of common stock of Beacon Power Corporation held by SatCon, subject to certain contingencies. SatCon currently owns 9,705,910 shares, or approximately 23%, of Beacon Power's common stock. After the distribution, SatCon will own 4,705,910 shares, or approximately 11%, of Beacon Power's of common stock. SatCon also owns a warrant to purchase 173,704 shares of Beacon Power's common stock at an exercise price of $1.25 per share. SatCon's strategic supply relationship with Beacon Power will continue intact and David Eisenhaure, SatCon's President, CEO and Chairman, will remain on Beacon Power's Board of Directors. The record date to establish the SatCon stockholders entitled to receive shares of Beacon Power's common stock has been set for Monday, September 24, 2001. Assuming the contingencies described below have been satisfied, the distribution date is set for Friday, September 28, 2001, and the ex-dividend date will be the next business day, or Monday, October 1, 2001. On the distribution date, assuming the contingencies are satisfied, holders of shares of SatCon's common stock are expected to receive approximately .3023 shares of Beacon Power common stock for each share of SatCon common stock held on the record date. Because there are convertible securities of SatCon outstanding, the exact ratio cannot be conclusively determined until the record date. Cash payments will be made in lieu of fractional shares. The proposed contingent distribution of Beacon Power common stock is subject to the following three contingencies: 1. The closing price of Beacon Power's common stock on the Nasdaq National Market on the distribution date may not be in excess of $5.50 per share. 2. SatCon's Board of Directors must have received a capital surplus and solvency opinion acceptable to the Board of Directors with respect to the distribution. 3. The distribution must be consummated by SatCon's transfer agent prior to September 30, 2001, the last day of SatCon's fiscal year. In the event that any one of these contingencies is not satisfied or waived by SatCon's Board of Directors, SatCon will not effect the proposed contingent distribution. The distribution will be treated as a taxable distribution for SatCon and its stockholders for U.S. federal income tax purposes. However, SatCon expects that, based on the current market value of Beacon Power shares, the entire gain will be offset by SatCon's operating loss for its fiscal year ending September 30, 2001. If so, SatCon would not incur any current year obligations to pay federal income taxes, and none of the distribution would be treated as a taxable dividend to SatCon's stockholders. SatCon's stockholders would only recognize gain on the distribution to the extent that the fair market value of the .3023 shares of Beacon Power common stock received by a stockholder exceeded the stockholder's tax basis in the SatCon share with respect to which the distribution was received. SatCon believes that because its operating loss for the current fiscal year will likely be sufficient to offset the amount of gain attributable to the Beacon Power shares that are proposed to be distributed, SatCon has an opportunity, that may not exist in future years, to distribute the Beacon Power shares to SatCon's stockholders with little or no current tax cost. The precise amounts of gain or income on which SatCon and its stockholders will be obligated to pay tax, if any, will depend on several future facts and circumstances including, in particular, SatCon's performance over the remainder of its fiscal year and the price of Beacon Power's common stock on the date of the distribution. ABOUT SATCON TECHNOLOGY CORPORATION SATCON TECHNOLOGY CORPORATION MANUFACTURES AND SELLS POWER AND ENERGY MANAGEMENT PRODUCTS FOR DIGITAL POWER MARKETS. SATCON HAS THREE BUSINESS UNITS: SATCON POWER SYSTEMS MANUFACTURES AND SELLS POWER SYSTEMS FOR DISTRIBUTED POWER GENERATION, POWER QUALITY AND FACTORY AUTOMATION. SATCON SEMICONDUCTOR PRODUCTS MANUFACTURES AND SELLS POWER CHIP COMPONENTS, POWER SWITCHES, RF DEVICES, AMPLIFIERS, TELECOMMUNICATIONS ELECTRONICS AND HYBRID MICROCIRCUITS FOR INDUSTRIAL, MEDICAL AND AEROSPACE APPLICATIONS. SATCON APPLIED TECHNOLOGY DEVELOPS ADVANCED TECHNOLOGY IN DIGITAL POWER ELECTRONICS, HIGH-EFFICIENCY MACHINES AND CONTROL SYSTEMS WITH THE STRATEGY OF TRANSITIONING THOSE TECHNOLOGIES INTO PRODUCTS. FOR FURTHER INFORMATION, PLEASE VISIT THE SATCON WEBSITE AT www.satcon.com. STATEMENTS MADE IN THIS DOCUMENT THAT ARE NOT HISTORICAL FACTS OR WHICH APPLY PROSPECTIVELY ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. AMONG THE IMPORTANT FACTORS THAT COULD CAUSE SATCON'S ACTUAL CIRCUMSTANCES OR RESULTS TO DIFFER MATERIALLY FROM THOSE IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS INCLUDE THE NON-FULFILLMENT OF ANY OR ALL OF THE DISTRIBUTION CONTINGENCIES TO BE SATISFIED FOR ANY REASON INCLUDING, THE INABILITY OF SATCON'S TRANSFER AGENT TO EFFECT THE DISTRIBUTION BY SEPTEMBER 30, 2001, THE FAILURE TO OBTAIN THE COOPERATION OF BEACON POWER TO CONSUMMATE THE PROPOSED CONTINGENT DISTRIBUTION, THE PRICE OF BEACON POWER COMMON STOCK EXCEEDING $5.50 PER SHARE ON THE DATE OF DISTRIBUTION, CHANGED MARKET CONDITIONS, OR UNFORESEEN DEVELOPMENTS IN SATCON'S BUSINESS AND INDUSTRY. ADDITIONAL INFORMATION CONCERNING FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS IS CONTAINED FROM TIME TO TIME IN SATCON'S FILINGS, INCLUDING, BUT NOT LIMITED TO, SATCON'S FORMS 10-K, FORMS 10-Q AND FORMS 8-K. COPIES OF THOSE FILINGS ARE AVAILABLE FROM SATCON AND THE SECURITIES AND EXCHANGE COMMISSION. Contact: SatCon Technology Corporation(R) Sean F. 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-----