-----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, TBbXKvykfGpaS/b1OaKqKom4MCGdYFz+1aAuooFX+VL0btaBzZwhUkMeYZ2Yzavn PVroFNkD/FR+7i0jC7SgCQ== 0000912057-02-039766.txt : 20021025 0000912057-02-039766.hdr.sgml : 20021025 20021025154136 ACCESSION NUMBER: 0000912057-02-039766 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021025 EFFECTIVENESS DATE: 20021025 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-100753 FILM NUMBER: 02798734 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 S-8 1 a2091816zs-8.txt S-8 As filed with the Securities and Exchange Commission on October 25, 2002 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SATCON TECHNOLOGY CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 04-2857552 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 161 FIRST STREET, CAMBRIDGE, MASSACHUSETTS 02142 (Address of Principal Executive Offices) (Zip Code)
2002 STOCK INCENTIVE PLAN AND 1,000,000 SHARES TO BE ISSUED AS COMPANY-MATCHING GRANTS UNDER THE SATCON TECHNOLOGY CORPORATION 401(k) PLAN (Full Title of the Plan) DAVID B. EISENHAURE PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD SATCON TECHNOLOGY CORPORATION 161 FIRST STREET CAMBRIDGE, MASSACHUSETTS 02142-1221 (Name and Address of Agent For Service) (617) 661-0540 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE
================================================================================================================= Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of to be Registered Registered Share Price Registration Fee - ----------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value per share 2,000,000 shares(1) $1.20-$4.3308(2) $4,759,058(2) $438.00 =================================================================================================================
(1) Consists of (i) 1,000,000 shares issuable under the 2002 Stock Incentive Plan and (ii) 1,000,000 shares to be issued (without consideration to SatCon) as company-matching grants under the SatCon Technology Corporation 401(k) Plan. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of (a) $4.3308, the weighted average exercise price of the 753,500 shares subject to outstanding stock option grants under the Registrant's 2002 Stock Incentive Plan, at prices ranging from $1.13 to $5.41, and (b) the average of the high and low sale prices of the Registrant's Common Stock on the Nasdaq National Market on October 18, 2002 ($1.20), in accordance with Rule 457(c) under the Securities Act of 1933, as amended, for the 246,500 shares issuable under the Registrant's 2002 Stock Incentive Plan which are not subject to outstanding options and for the 1,000,000 shares to be issued (without consideration to SatCon) as company-matching grants under the SatCon Technology Corporation 401(k) Plan. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. The information required by Item 1 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. The written statement required by Item 2 is included in documents sent or given to participants in the plan covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The following documents, which are on file with the Commission, are incorporated in this registration statement by reference: (a) The registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the registrant's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above. (c) The description of the securities contained in the registrant's registration statements on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. -1- ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Hale and Dorr LLP has opined as to the legality of the securities being offered by this registration statement. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 102(b)(7) of Delaware General Corporation Law, as amended, enables a corporation in its original certificate of incorporation or an amendment thereto validly approved by stockholders to eliminate or limit personal liability of members of its Board of Directors for violations of a director's fiduciary duty. Article NINTH of the Registrant's Certificate of Incorporation, as amended, eliminates in certain circumstances the liability of directors of the Registrant for monetary damages for breach of their fiduciary duty as directors. This provision does not eliminate the liability of a director (i) for a breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions by the director not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for a willful or negligent declaration of an unlawful dividend, stock purchase or redemption or (iv) for transactions from which the director derived an improper personal benefit. Section 145 of Delaware General Corporation Law, as amended, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite an adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. -2- In accordance with Section 145, the Registrant's Bylaws, as amended, include provisions to indemnify its officers and directors and other persons against expenses, judgments, fines and amounts paid in settlement in connection with threatened, pending or completed suits of proceedings against such persons by reason of serving or having served as officers, directors or in other capacities, except in relation to matters with respect to which such persons shall be determined not to have acted in good faith, unlawfully or in the best interests of the Registrant. With respect to matters as to which the Registrant's officers and directors and others are determined to be liable for misconduct or negligence in the performance of their duties, the Registrant's Bylaws, as amended, provide for indemnification only to the extent that the Registrant determines that such person acted in good faith and in a manner not opposed to the best interests of the Registrant. However, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the Registrant pursuant to Delaware state law, as well as the foregoing charter and bylaw provisions, the Registrant has been informed that in the opinion of the Commission, such indemnification as it relates to federal securities laws is against public policy and, therefore, unenforceable. Further, insofar as limitations may be so permitted pursuant to Delaware state law, as well as the foregoing charter and bylaw provisions, such limitation of liabilities does not apply to any liabilities arising under federal securities laws. In addition, Section 145 permits the Registrant to purchase and maintain insurance on behalf of any officer, director, employee or agent of the Registrant or any person serving at the request of the Registrant as an officer, director, employee or agent of another corporation serving as described above whether or not the Registrant would have the power to indemnify him under Section 145. The Registrant has a directors and officers liability policy that insures the Registrant's officers and directors against damages arising out of certain kinds of claims which might be made against them based on their negligent acts or omissions while acting in their capacity as such. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. ITEM 9. UNDERTAKINGS. 1. ITEM 512(a) OF REGULATION S-K. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and -3- (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. ITEM 512(b) OF REGULATION S-K. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. 3. ITEM 512(h) OF REGULATION S-K. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -4- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts, on this 25th day of October, 2002. SATCON TECHNOLOGY CORPORATION By: /s/ David B. Eisenhaure ------------------------------------------ David B. Eisenhaure PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of SatCon Technology Corporation, hereby severally constitute and appoint David B. Eisenhaure, Michael C. Turmelle, Joseph S. Moran and Jeffrey N. Carp, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable SatCon Technology Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ David B. Eisenhaure President, Chief Executive October 25, 2002 - ------------------------------------ Officer and Chairman of the David B. Eisenhaure Board (Principal Executive Officer) /s/ Ralph M. Norwood Vice President of Finance, Chief October 25, 2002 - ------------------------------------ Financial Officer and Treasurer Ralph M. Norwood (Principal Financial Officer) /s/ John J. McCabe Controller and Chief Accounting October 25, 2002 - ------------------------------------ Officer (Principal Accounting John J. McCabe Officer) -5- /s/ Michael C. Turmelle Vice President, Chief Operating October 25, 2002 - ------------------------------------ Officer and Director Michael C. Turmelle /s/ James L. Kirtley, Jr. Vice President, Chief Scientist October 25, 2002 - ------------------------------------ and Director James L. Kirtley, Jr. /s/ Marshall J. Armstrong Director October 25, 2002 - ------------------------------------ Marshall J. Armstrong /s/ Alan P. Goldberg Director October 25, 2002 - ------------------------------------ Alan P. Goldberg /s/ Anthony J. Villiotti Director October 25, 2002 - ------------------------------------ Anthony J. Villiotti /s/ Gerald L. Wilson Director October 25, 2002 - ------------------------------------ Gerald L. Wilson
-6- INDEX TO EXHIBITS
NUMBER DESCRIPTION 4.1 Certificate of Incorporation of the Registrant is incorporated herein by reference to Exhibits to the Registrant's Registration Statement on Form S-1 (File No. 33-49286). 4.2 Bylaws of the Registrant is incorporated herein by reference to Exhibits to the Registrant's Registration Statement on Form S-1 (File No. 33-49286). 4.3 Certificate of Amendment of Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on May 12, 1997, is incorporated herein by reference to Exhibits to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 1997. 4.4 Bylaws Amendment of the Registrant is incorporated herein by reference to Exhibits to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 1997. 4.5 Certificate of Amendment of Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on March 17, 1999, is incorporated herein by reference to Exhibits to the Registrant's Current Report on Form 8-K dated August 25, 1999. 4.6 Certificate of Amendment of Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on March 15, 2000, is incorporated herein by reference to Exhibits to the Registrant's Annual Report on Form 10-K for the year ended September 30, 2000. 4.7 Certificate of Amendment of Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on May 4, 2001, is incorporated herein by reference to Exhibits to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2001. 5.1 Opinion of Hale and Dorr LLP, counsel to the Registrant. 23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1). 23.2 Notice Regarding Consent of Arthur Andersen LLP. 23.3 Consent of Deloitte & Touche LLP. 24.1 Power of attorney (included on the signature pages of this registration statement).
EX-5.1 3 a2091816zex-5_1.txt EX-5.1 EXHIBIT 5.1 [Hale and Dorr LLP letterhead] October 25, 2002 SatCon Technology Corporation 161 First Street Cambridge, MA 02142 Re: SHARES ISSUABLE UNDER THE 2002 STOCK INCENTIVE PLAN AND SHARES TO BE ISSUED AS COMPANY-MATCHING GRANTS UNDER THE SATCON TECHNOLOGY CORPORATION 401(k) PLAN Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 2,000,000 shares of common stock, $0.01 par value per share (the "Common Stock"), of SatCon Technology Corporation, a Delaware corporation (the "Company"), representing 1,000,000 shares of Common Stock issuable under the Company's 2002 Stock Incentive Plan (the "Stock Incentive Plan") and 1,000,000 shares of Common Stock (collectively, the "Shares") to be issued (without consideration to the Company) as company-matching grants under the SatCon Technology Corporation 401(k) Plan (collectively with the Stock Incentive Plan, the "Plans"). We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or "Blue Sky" laws. We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. 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. Based on 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 Plans, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. 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-23.2 4 a2091816zex-23_2.txt EX-23.2 EXHIBIT 23.2 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP SatCon Technology Corporation ("SatCon") was unable after reasonable efforts to obtain the written consent of Arthur Andersen LLP to incorporate by reference the report of Arthur Andersen LLP, dated December 4, 2001, on the financial statements of SatCon for the year ended September 30, 2001. Such report appears herein and in the Annual Report on Form 10-K filed by SatCon with the Securities and Exchange Commission on December 21, 2001. However, Rule 437a of the Securities Act of 1933, as amended (the "Securities Act"), permits SatCon to dispense with the requirement to file the written consent of Arthur Andersen LLP. As a result, Arthur Andersen LLP may not have any liability under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions of a material fact required to be stated therein. Accordingly, participants in SatCon's 2002 Stock Incentive Plan may be unable to assert a claim against Arthur Andersen LLP under Section 11(a) of the Securities Act. EX-23.3 5 a2091816zex-23_3.txt EX-23.3 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of SatCon Technology Corporation on Form S-8 of our report on Beacon Power Corporation dated March 8, 2002, appearing in the Annual Report on Form 10-K/A of SatCon Technology Corporation for the year ended September 30, 2001. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP October 21, 2002 -----END PRIVACY-ENHANCED MESSAGE-----