Satcon Technology Corp - Prospectus filed pursuant to Rule 424(b)(3) (424B3)
06 February 2008 - 4:03AM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-128527
Prospectus Supplement to Prospectus dated October 7,
2005
SatCon Technology Corporation
6,140,226 Shares of Common Stock
This
prospectus supplement updates the prospectus dated October 7, 2005 relating to the offer for sale of up to an
aggregate of 6,140,226 shares of
common stock of SatCon Technology Corporation by the selling stockholders
identified in the prospectus and this prospectus supplement, and any of their
pledgees, donees, transferees or other successors in interest.
We
are providing this prospectus supplement to update the table in the prospectus
under the caption Selling Stockholders to reflect (i) a transfer of a
warrant to purchase 87,500 shares of common stock from Apollo Capital
Management Group, LP to Crestview Capital Master, LLC and (ii) a transfer
of a warrant to purchase 62,500 shares of common stock from Apollo Microcap
Partners, LP to Crestview Capital Master, LLC.
The amounts set forth below are based upon information provided to us by
the selling stockholder (or their representatives), or on our records, and are
accurate to the best of our knowledge.
Unless we indicate otherwise, the information in this prospectus
supplement is as of February 4, 2008.
Name of Selling Stockholder
|
|
Number of Shares
of Common Stock
Beneficially
Owned as of
02/04/08 (1)
|
|
Number of Shares
of Common Stock
Being Offered
|
|
Number of Shares of Common
Stock to be Beneficially Owned
After Offering (2)
|
|
|
|
|
|
|
|
Number
|
|
Percentage (3)
|
|
Apollo Capital Management
Group, LP (4)
|
|
350,000
|
|
350,000
|
(5)
|
0
|
|
|
*
|
Apollo Microcap Partners,
LP (6)
|
|
250,000
|
|
250,000
|
(5)
|
0
|
|
|
*
|
Crestview Capital Master,
LLC (7)
|
|
214,000
|
|
150,000
|
(8)
|
64,000
|
|
|
*
|
*
Less than 1%.
(1)
Includes shares
issuable upon exercise of warrants that are exercisable within 60 days of February 4,
2008.
(2)
We do not know
when or in what amounts a selling stockholder may offer shares for sale. The
selling stockholders may not sell any or all of the shares offered by the
prospectus or this prospectus supplement. Because the selling stockholders may
offer all or some of the shares pursuant to this offering, and because there
are currently no agreements, arrangements or understandings with respect to the
sale of any of the shares, we cannot estimate the number of the shares that
will be held by the selling stockholders after completion of the offering.
However, for purposes of this table, we have assumed that, after completion of
the offering, none of the shares covered by the prospectus or this prospectus
supplement will be held by the selling stockholders.
(3)
For each
selling stockholder, this number represents the percentage of common stock to
be owned by such selling stockholder after completion of the offering, based on
the number of shares of common stock outstanding as of February 4, 2008
(49,954,062 shares) and assuming (i) exercise of any warrants that are
exercisable within 60 days of February 4, 2008 owned by such selling
stockholder and (ii) none of the warrants held by other persons have been
exercised.
(4)
Kyle Krueger,
president of Oak Creek Capital Corp., the general partner of Apollo Capital
Management Group, LP, has voting and investment power over securities held by
Apollo Capital Management Group, LP.
(5)
Represents
shares of common stock issued in our $5.8 million private placement in August 2005.
(6)
Kyle Krueger,
president of Bayshore Capital Corp., the general partner of Apollo Microcap
Partners, LP, has voting and investment power over securities held by Apollo
Microcap Partners, LP.
(7)
Crestview
Capital Partners, LLC (CCP) is the sole managing member of Crestview Capital
Master, LLC (CCM) and may be deemed to have sole voting and investment power
with respect to the securities beneficially owned by CCM. CCP disclaims beneficial ownership of these
securities. The Managing Members of CCP
are Stewart Flink, Robert Hoyt and Daniel Warsh, each of whom may be deemed to
have voting and dispositive power over securities beneficially owned by CCM,
and each of whom also disclaims beneficial ownership of these securities. Mr. Flink is an affiliate of a
broker-dealer and it has been confirmed to us that the securities were acquired
to be resold in the ordinary course of business and that there are no
arrangements with any other persons, whether directly or indirectly, to dispose
of the securities.
(8)
Represents
shares of common stock issuable upon exercise of warrants issued in connection
with our $5.8 million private placement of common stock in August 2005.
These warrants have an exercise price of $1.99 per share and may be exercised
at any time through August 14, 2010.
This
prospectus supplement is not complete without the prospectus dated October 7,
2005, and we have not authorized anyone to deliver or use this prospectus
supplement without the prospectus.
The date of this prospectus supplement is February 5, 2008.
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