- Current report filing (8-K)
09 July 2009 - 2:04AM
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):
July 3, 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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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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
1.01.
Entry into a Material
Definitive Agreement
.
On
July 3, 2009, SatCon Technology Corporation (the Company) entered into a
separate Agreement to Amend Warrants with each of RockPort Capital Partners II,
L.P. and NGP Energy Technology Partners, L.P. (collectively, the Investors). Such agreements are referred to herein as the
Agreements.
As
previously announced in a Form 8-K filed on November 14, 2007 (the November 14
Form 8-K) and a Form 8-K filed on December 26, 2007, during the
Companys fourth fiscal quarter of 2007, pursuant to a Stock and Warrant
Purchase Agreement (the Purchase Agreement), the Investors purchased in a
private placement 25,000 shares of the Companys Series C convertible
preferred stock and warrants to purchase up to 19,711,539 shares of common
stock, for an aggregate gross purchase price of $25 million. Under the Purchase Agreement, the Company
also agreed to issue to the Investors additional warrants in the event that the
holders of certain existing warrants (none of whom are affiliated with the
Investors) exercise those warrants in the future. As of July 2, 2009, the Investors held
warrants to purchase an aggregate 19,799,022 shares of common stock. All warrants currently held by the Investors
or to be issued to the Investors in the future are referred to herein as the Investor
Warrants.
In
addition to standard anti-dilution protection for stock splits or dividends,
stock combinations, mergers, liquidation or similar events, under the terms of
the original Investor Warrants (prior to their amendment pursuant to the
Agreements), the exercise price and number of shares issuable upon exercise of
these warrants were subject to adjustment in the event of certain dilutive
issuances (the Dilutive Issuance Provision).
Upon each adjustment of the exercise price pursuant to the Dilutive
Issuance Provision, the number of shares subject to the warrant were also to be
adjusted by multiplying the current exercise price prior to the adjustment by
the number of shares subject to the warrant and dividing the product by the
exercise price resulting from the adjustment.
In
June 2008, the Financial Accounting Standards Board ratified the consensus
reached on Emerging Issues Task Force (EITF) Issue No. 07-05,
Determining Whether an Instrument (or Embedded Feature) Is Indexed to
an Entitys Own Stock
(EITF No. 07-05). EITF No. 07-05
clarifies the determination of whether an instrument (or an embedded feature)
is indexed to an entitys own stock, which would qualify as a scope exception
under SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. EITF No. 07-05 is effective for financial statements issued
for fiscal years beginning after December 15, 2008.
Upon
the Companys adoption of EITF No. 07-05 on January 1, 2009, the
Company evaluated the Investor Warrants and determined that the Investor
Warrants did not qualify for a scope exception under SFAS No. 133 as they
were determined to not be indexed to the Companys stock as prescribed by EITF No. 07-05. As a result, on the date of adoption the
Company reclassified the Investor Warrants from additional paid in capital in
the Stockholders Equity section of the Companys balance sheet to warrant
liabilities through a cumulative effect of a change in accounting principle. The initial value of the warrant liability at
adoption was $22,041,541. For the three
month period ended April 4, 2009, the Company recorded a charge to change
in fair value of warrants of $4,703,493 for the increase in the fair value
related to the Investor Warrants during the quarter. The Investor Warrants did not qualify for
hedge accounting, and as such, all future changes in the fair value of these
warrants were to be recognized currently in earnings until such time as the
warrants were modified in the manner described below, exercised or expired.
2
The
Agreements amended the Dilutive Issuance Provision of the Investor Warrants to (i) limit
the instances in which a dilutive issuance will cause an adjustment to the
exercise price of the Investor Warrants and (ii) eliminate the provision
that correspondingly increased the number of shares underlying the Investor
Warrants in the event of a dilutive issuance that causes an adjustment to the
exercise price. As a result of these
amendments to the Dilutive Issuance Provision, the Investor Warrants will now
qualify for the scope exception under SFAS No. 133 and, accordingly, as of
July 3, 2009, will be reclassified into the Stockholders Equity section of
the Companys balance sheet, from their current classification as warrant
liabilities.
As
consideration for the Investors agreement to amend the Investor Warrants in
this manner, the Company issued to the Investors additional seven-year warrants
to purchase an aggregate 380,000 shares of common stock at an exercise price of
$1.80 per share, the closing price of the Companys common stock on July 2,
2009.
A
more complete description of the terms of the original Investor Warrants may be
found in the November 14 Form 8-K, which is incorporated herein by
reference. Copies of the forms of
Investor Warrants were filed as Exhibits 10.4 and 10.5 to the November 14 Form 8-K. Copies of the Agreements are attached to this
Form 8-K as Exhibits 10.1 and 10.2.
Item
3.02 Unregistered Sales of
Equity Securities.
As
noted above under Item 1.01, as consideration for the Investors agreement to
amend the Investor Warrants, the Company issued to the Investors additional
seven-year warrants to purchase an aggregate 380,000 shares of common stock at
an exercise price of $1.80 per share, the closing price of the Companys common
stock on July 2, 2009.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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10.1
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Agreement
to Amend Warrants, dated July 3, 2009, between the Company and RockPort
Capital Partners II, L.P.
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10.2
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Agreement
to Amend Warrants, dated July 3, 2009, between the Company and NGP
Energy Technology Partners, L.P.
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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:
July 8, 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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4
EXHIBIT
INDEX
Exhibit No.
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Description
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10.1
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Agreement
to Amend Warrants, dated July 3, 2009, between the Company and RockPort
Capital Partners II, L.P.
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10.2
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Agreement
to Amend Warrants, dated July 3, 2009, between the Company and NGP
Energy Technology Partners, L.P.
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5
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