- Current report filing (8-K)
10 June 2009 - 11:26PM
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):
June 9, 2009
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)
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))
Item 1.01.
Entry
into a Material Definitive Agreement.
On May 8, 2009, the Securities and Exchange
Commission (the Commission) declared effective the Registration Statement on Form S-3
(File No. 333-159010) of Satcon Technology Corporation (the Company)
filed on May 6, 2009, with the Commission (the Registration Statement).
The Registration Statement permits the Company to issue, in one or more
offerings, securities at an aggregate offering price not to exceed $25,000,000.
On June 9, 2008, the Company entered into an
underwriting agreement (the Underwriting Agreement) with Thomas Weisel
Partners LLC and Ardour Capital Investments, LLC (together, the Underwriters),
for the sale by the Company to the public of 15,557,692 shares of its common
stock (the Offering), par value $0.01 per share (the Firm Shares). The Firm Shares are being sold to the public
at a price of $1.30 per share. The
Offering is scheduled to close on or about June 15, 2009, subject to
customary closing conditions. The
Company has granted the Underwriters a 30-day option to purchase an additional 2,333,654
shares of its common stock (together with the Firm Shares, the Shares).
The Offering is being made pursuant to the
Registration Statement and the prospectus included in the Registration
Statement, as supplemented by the preliminary prospectus supplement, dated June 9,
2009 (the Preliminary Prospectus Supplement), and final prospectus
supplement, dated June 10, 2009 (the Final Prospectus Supplement),
relating to the Shares. The Preliminary
Prospectus Supplement and Final Prospectus Supplement were each filed with the
Commission pursuant to Rule 424(b) of the Securities Act of 1933, as
amended, on June 10, 2009.
The Underwriting Agreement contains customary
representations, warranties, and covenants by the Company. It also provides for customary
indemnification by each of the Company and the Underwriters for losses or
damages arising out of or in connection with the sale of the Shares.
The
foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1
and is incorporated by reference into this Item 1.01. A copy of the opinion of Greenberg Traurig,
LLP relating to the legality of the issuance and sale of the Shares in the
Offering is attached hereto as Exhibit 5.1.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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1.1
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Underwriting
Agreement dated June 9, 2009
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5.1
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Opinion
of Greenberg Traurig, LLP
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23.1
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Consent
of Greenberg Traurig, LLP (contained in legal opinion filed herewith as
Exhibit 5.1)
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2
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:
June 10, 2009
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By:
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/s/
John W. Peacock
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John
W. Peacock
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Chief
Accounting Officer
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3
EXHIBIT INDEX
Exhibit No.
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Description
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1.1
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Underwriting
Agreement dated June 9, 2009
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5.1
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Opinion
of Greenberg Traurig, LLP
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23.1
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Consent
of Greenberg Traurig, LLP (contained in legal opinion filed herewith as
Exhibit 5.1)
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4
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