0001104659-05-023845.txt : 20050516 0001104659-05-023845.hdr.sgml : 20050516 20050516163918 ACCESSION NUMBER: 0001104659-05-023845 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050512 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050516 DATE AS OF CHANGE: 20050516 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: 05835078 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 a05-9491_18k.htm 8-K

UNITED STATES
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): May 12, 2005

SATCON TECHNOLOGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-11512		04-2857552
(Commission File Number)		(I.R.S. Employer Identification No.)

27 Drydock Avenue Boston, Massachusetts		02210-2377
(Address of Principal Executive Offices)		(Zip Code)

(617) 897-2400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 – Corporate Governance and Management

ITEM 5.02 (d) –Election of Directors

On May 12, 2005, the Board of Directors of SatCon Technology Corporation (the “Company”) elected John M. Carroll to serve as an independent director of the Company. Mr. Carroll has been designated as a Class I Director (filling a vacancy in that class), with a term expiring at the 2007 Annual Meeting of Stockholders. The Board has determined that Mr. Carroll is “independent” under the rules of The Nasdaq Stock Market, Inc. and meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. Mr. Carroll has also been appointed to the Audit Committee of the Board. There are no arrangements or understandings between Mr. Carroll and any other person pursuant to which he was selected as a director of the Company, and there are no related party transactions between Mr. Carroll and the Company.

Mr. Carroll is Founder and Chairman of The Newgrange Company, a diversified plastics product manufacturer with operations in the United States, India, Vietnam, China and Mexico. Prior to establishing Newgrange fifteen years ago, he was Chief Financial Officer of Leach & Garner Company and previously served as a consultant with Arthur D. Little, Inc. Mr. Carroll holds an MBA in Finance from Columbia University and is an English Chartered Accountant. He currently serves on the boards of A. W. Chesterton Company and Leach & Garner Company.

A copy of the Company’s press release dated May 16, 2005, announcing the election of Mr. Carroll to the Board of Directors, is attached hereto as Exhibit 99.1.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. Exhibits.

Exhibit No.		Description

99.1		Press Release dated May 16, 2005.

SIGNATURE

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


	(Registrant)


Date: May 16, 2005	By:	/s/ David E. O’Neil
		David E. O’Neil
		Vice President, Finance

EX-99.1 2 a05-9491_1ex99d1.htm EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:

SatCon Technology Corporation^®

David Eisenhaure

Chief Executive Officer

SATCON ELECTS JOHN M. CARROLL TO BOARD OF DIRECTORS

Boston, MA – May 16, 2005 – SatCon Technology Corporation® (Nasdaq NM: SATC), a developer and manufacturer of electronic power control systems, today announced that it has elected John M. Carroll to serve on its Board of Directors. Mr. Carroll is Founder and Chairman of The Newgrange Company, a diversified plastics product manufacturer with operations in the United States, India, Vietnam, China and Mexico. Prior to establishing Newgrange fifteen years ago, he was Chief Financial Officer of Leach & Garner Company and previously served as a consultant with Arthur D. Little, Inc. Mr. Carroll holds an MBA in Finance from Columbia University and is an English Chartered Accountant. He currently serves on the boards of A. W. Chesterton Company and Leach & Garner Company.

“SatCon products are targeted at meeting emerging energy market needs to provide environmentally and economically sound solutions for new power conversion and control technologies. I cannot think of a more interesting field at this time in history.” said John Carroll of his appointment to the Board. “ I am excited at the opportunity to become associated with SatCon.”

“We’re very pleased to be able to add Mr. Carroll to SatCon’s Board of Directors,” said David Eisenhaure, SatCon’s Chairman and Chief Executive Officer. “We are taking steps to transition the Company into market driven growth opportunities which demand a new focus on goals and results oriented management. As such, we are adding to the Board individuals whose background and experience will assist us in that transition. John’s proven business acumen, demonstrated success in growing a highly profitable global manufacturing business and extensive financial expertise will be of great value in facilitating SatCon’s growth.”

About SatCon Technology Corporation

SatCon Technology Corporation is a developer and manufacturer of power electronics and control systems for alternative energy, high-reliability industrial automation applications and critical military systems. 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. These forward-looking statements are identified by the use of terms and phrases such as “believes,” “expects,” “plans,” “anticipates” and similar expressions. Investors should not rely on forward looking statements because they are subject to a variety of risks and uncertainties and other factors that could cause actual results to differ materially from the Company’s expectation. There can be no assurance that the company will continue to maintain this level of new orders or that it can successfully deliver the components and systems ordered. Additional information concerning risk factors is contained from time to time in the Company’s SEC filings. The Company expressly disclaims any obligation to update the information contained in this release.

IR Contact
Jeff Wadley		John Ewen
Aurelius Consulting		Ardour Capital
407-644-4256		212-375-2953

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