Satcon Technology Corp - Current report filing (8-K)
10 November 2007 - 6:07AM
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):
November 9, 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
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
x
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))
ITEM 8.01 Other
Events
On November 9, 2007, SatCon Technology
Corporation (the Company) issued a press release announcing (i) its having
sold $10,000,000 of secured promissory notes to Rockport Capital Partners II,
L.P. and NGP Energy Technology Partners, L.P. (the Investors) on November 7,
2007 pursuant to its previously announced Note Purchase Agreement with the
Investors, (ii) its having used approximately $8.5 million of the proceeds of
such note sale to repurchase its existing senior convertible secured notes on
November 7, 2007, (iii) its entry into a Stock and Warrant Purchase Agreement
dated November 8, 2007 with the Investors providing for the Investors purchase
of $25.0 million of Series C convertible preferred stock and warrants, the
first tranche of which, for $10.0 million, closed simultaneously with the
execution of such Stock and Warrant Purchase Agreement, and (iv) that the
second tranche of such preferred stock financing, for $15.0 million, of which
$10.0 million would be used to retire such new notes, would take place
following stockholder approval of such preferred stock financing. 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 November 9, 2007.
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Additional
Information About the Preferred Stock Transaction and Where to Find It:
This report is not a proxy statement with
respect to the preferred stock transaction.
The Company will file a proxy statement with respect to the preferred
stock transaction and related matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT,
WHICH WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PREFERRED STOCK 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 preferred stock transaction. Information about
the directors and executive officers of the Company and their respective
interests in the preferred stock transaction will be set forth in the proxy
statement that the Company will file with the SEC in connection with the
preferred stock 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.
2
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 consummate the second tranche of the
preferred stock financing, the ability of the preferred stock financing
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 second tranche of the preferred stock
transaction may not be satisfied, risks that the holders of outstanding
warrants may seek to put such warrants to the Company as a result of the
preferred stock transaction, and risks that the Companys stockholders do not
approve the second tranche of the preferred stock transaction. 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.
3
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: November 9, 2007
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By:
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/s/ David B. Eisenhaure
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David B. Eisenhaure
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President and Chief
Executive Officer
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4
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 November 9, 2007.
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5
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