Satcon Technology Corp - Current report filing (8-K)
23 October 2007 - 3:37AM
Edgar (US Regulatory)
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):
October 22, 2007
SATCON TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in its
Charter)
Delaware
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1-11512
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04-2857552
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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27 Drydock Avenue, Boston, Massachusetts
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02210-2377
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(Address of Principal Executive Offices)
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(Zip Code)
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(617) 897-2400
(Registrants 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 (
see
General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM 8.01 Other Events
On October 22, 2007, SatCon Technology Corporation (the Company)
issued a press release announcing (i) its entry into an Offer to Sell Notes
with the holders of its outstanding existing Senior Secured Convertible Notes
to allow for their early retirement, (ii) its entry into a Note Purchase
Agreement with Rockport Capital Partners II, LP and NGP Energy Technology
Partners, LP (the Investors) to lend the Company up to $10,000,000 to provide
the funds to, among other things, repurchase such existing notes and (iii) its
entry into a non-binding Summary of Proposed Terms with respect to a proposed
equity investment in the Company by the Investors. A copy of this press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit No.
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Description
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99.1
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Press release of the Company dated October 22, 2007.
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Additional Information About the Proposed
Equity Transaction and Where to Find It:
This report is not a proxy statement with respect to the proposed
equity transaction. The Company will file a proxy statement with respect to the
proposed equity transaction and related matters.
INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, WHICH WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED EQUITY TRANSACTION AND RELATED
MATTERS, WHEN IT BECOMES AVAILABLE
. The proxy statement and other
documents which are filed by the Company with the Securities and Exchange
Commission (the SEC) will be available free of charge at the SECs website,
www.sec.gov, or by directing a request when such a filing is made by the
Company to SatCon Technology Corporation, 27 Drydock Avenue, Boston,
Massachusetts 02210, Attention: Investor Relations.
The Company, its directors and certain of its executive officers may be
considered participants in the solicitation of proxies in connection with the
proposed equity transaction. Information about the directors and executive
officers of the Company and their respective interests in the proposed equity
transaction will be set forth in the proxy statement that the Company will file
with the SEC in connection with the proposed equity transaction. Additional
information regarding the Companys directors and executive officers is also
included in the Companys proxy statement for its 2007 Annual Meeting of
Stockholders, which was filed with the SEC on April 27, 2007. Such proxy
statement is available free of charge at the SECs web site at www.sec.gov and
from the Company by contacting it as described above.
Safe Harbor Statement
Statements made in this document that are not historical facts or which
apply prospectively constitute forward-looking statements. These
forward-looking statements may be identified by words such as will, intends,
believes, expects, plans, anticipates and similar expressions and
include, but are not limited to, the Companys ability to execute definitive
agreements with respect to the equity financing, the Companys ability to consummate
both the debt and the equity financing, the ability of
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the financings to help the Company achieve stability and success, the
ability of the Company to meet the power demands in the alternative energy and
distributed generation markets, the ability of the Company to execute on its
strategic plan and the ability of the Company to use the proceeds to accelerate
growth and for research and development. 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 Companys expectations, including risks that the conditions
to closing of the debt financing may not be satisfied, that the term sheet for
the equity financing is non-binding and that the investors in the equity
financing may not consummate the transactions for any reason, risks that the holders of outstanding warrants
may seek to put such warrants to the Company as a result of the equity
financing, and risks that the Companys shareholders do not approve the second
tranche of the equity financing. Additional information concerning risk factors
is contained from time to time in the Companys SEC filings (copies of which
may be obtained at the SECs website at: http://www.sec.gov). Readers should
not place undue reliance on any such forward-looking statements, which speak
only as of the date they are made. The Company disclaims any obligation to
publicly update or revise any such statements to reflect any change in the
Company expectations, or in events, conditions or circumstances on which any
such statements may be based, or that may affect the likelihood that actual
results will differ from those set forth in the forward-looking statements.
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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.
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SATCON TECHNOLOGY CORPORATION
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Date: October 22, 2007
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By:
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/s/ David E. ONeil
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David E. ONeil
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Vice President of Finance and Treasurer
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press release of the Company dated October 22, 2007.
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