- Current report filing (8-K)
18 June 2010 - 6:39AM
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 16, 2010
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
June 16, 2010, the Company entered into a Venture Loan and Security
Agreement with Compass Horizon Funding Company LLC (the Lender) pursuant to
which the Lender has loaned the Company $12,000,000 (the Subordinated Loan). After the Lenders closing fees and expenses,
the net proceeds to the Company were $11,886,500. Interest on the Subordinated Loan will accrue
at a rate per annum equal to 12.58%. The
Subordinated Loan is subordinated to up to $15,000,000 of senior indebtedness,
provided that from and after August 31, 2010, the senior indebtedness
cannot exceed an amount equal to 80% of the Companys accounts receivable plus
40% of its inventory. The Subordinated
Loan is to be repaid over 42 months following the closing. During the first 9 months after the closing
the Company is only required to pay interest on the Subordinated Loan and
thereafter the Subordinated Loan will be repaid in 33 substantially equal
monthly installments of interest and principal.
In connection with the Subordinated Loan, the Company has issued to the
Lender a five year warrant to acquire up to 591,716 shares of the Companys
Common Stock at an exercise price of $2.4336 per share (which was the 20-day
trailing volume weighted average price of the Companys Common Stock).
On
June 16, 2010, the Company entered into a Seventh Loan Modification
Agreement to its existing Loan Agreement (the SVB Loan Agreement) with
Silicon Valley Bank (SVB) that reduces the existing $5,000,000 non-formula
sub-limit of the SVB loan facility to $2,500,000 as of July 1, 2010 and $0
as of August 30, 2010. The Company
will continue to be able to borrow up to $10,000,000 from SVB under the SVB
Loan Agreement on a formula basis.
Item 2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information contained in Item 1.01 above with respect to the Subordinated Loan
and related documents is incorporated herein by reference.
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 17, 2010
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By:
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/s/
Donald R. Peck
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Donald
R. Peck
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Chief
Financial Officer and Treasurer
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2
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