As filed with the Securities and Exchange Commission on August 9,
2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SATCON TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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04-2857552
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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27 Drydock Avenue
Boston,
Massachusetts 02210
(Address of Principal Executive Offices)(Zip Code)
2010
Employee Stock Purchase Plan
(Full title of the plan)
Charles S. Rhoades
Chief Executive Officer
Satcon Technology Corporation
27 Drydock Avenue
Boston,
Massachusetts 02210
(Name and address of agent for service)
(617)
897-2400
(Telephone number, including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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o
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Accelerated
filer
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x
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Non-accelerated filer
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o
(Do not
check if a smaller reporting company)
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Smaller
Reporting Company
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o
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CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
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Amount to be
registered (1)
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Proposed maximum
offering price
per share (2)
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Proposed
maximum aggregate
offering price (2)
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Amount of registration fee
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Common Stock, $0.01 par value per share
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2,000,000
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$
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3.685
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$
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7,370,000
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$
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525.48
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(1)
In accordance with Rule 416
of the Securities Act of 1933, as amended (the Securities Act), this
registration statement shall be deemed to cover any additional securities which
become issuable under the Satcon Technology Corporation 2010 Employee Stock
Purchase Plan by reason of any stock dividend, stock split, recapitalization,
or any other similar transaction without receipt of consideration which results
in an increase in the number of outstanding shares of Common Stock of the
Registrant.
(2)
Calculated solely for purposes of this offering
under Rules 457(c) and 457(h) of the Securities Act based on the
average of the high and low sale prices of the Registrants Common Stock as
reported on The NASDAQ Capital Market on August 4, 2010.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of
Documents by Reference.
The
Registrant is subject to the informational and reporting requirements of
Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the Commission). The following documents, which are on file with the
Commission, are incorporated in this Registration Statement by reference:
(a)
the Registrants
Annual Report on Form 10-K for the fiscal year ended December 31,
2009;
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above; and
(c) The description of the Registrants
Common Stock contained in the Registrants Registration Statement on Form 8-A,
filed on November 6, 1992, including any amendment or report filed for the
purpose of updating such description.
In
addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of
Securities.
Not
applicable.
Item 5. Interests of Named
Experts and Counsel.
Not
applicable.
Item 6. Indemnification of
Directors and Officers.
Section 102(b)(7) of
Delaware General Corporation Law, as amended, enables a corporation in its
original certificate of incorporation or an amendment thereto validly approved
by stockholders to eliminate or limit personal liability of members of its
Board of Directors for violations of a directors fiduciary duty. Article 9
of the Registrants Certificate of Incorporation, as amended, eliminates in
certain circumstances the liability of directors of the Registrant for monetary
damages for breach of their fiduciary duty as directors. This provision does
not eliminate the liability of a director (i) for a breach of the directors
duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions by the director not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for a willful or negligent
declaration of an unlawful dividend, stock purchase or redemption or (iv) for
transactions from which the director derived an improper personal benefit.
Section 145
of Delaware General Corporation Law, as amended, provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
II-1
action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Section 145 further provides that a
corporation similarly may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite an adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
In
accordance with Section 145, the Registrants Bylaws, as amended, include
provisions to indemnify its officers and directors and other persons against
expenses, judgments, fines and amounts paid in settlement in connection with
threatened, pending or completed suits of proceedings against such persons by
reason of serving or having served as officers, directors or in other
capacities, except in relation to matters with respect to which such persons
shall be determined not to have acted in good faith, unlawfully or in the best
interests of the Registrant. With respect to matters as to which the Registrants
officers and directors and others are determined to be liable for misconduct or
negligence in the performance of their duties, the Registrants Bylaws, as
amended, provide for indemnification only to the extent that the Registrant
determines that such person acted in good faith and in a manner not opposed to
the best interests of the Registrant.
However,
insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the Securities Act), may be permitted to directors,
officers, or persons controlling the Registrant pursuant to Delaware state law,
as well as the foregoing charter and bylaw provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification as it
relates to federal securities laws is against public policy and, therefore,
unenforceable. Further, insofar as limitations may be so permitted pursuant to
Delaware state law, as well as the foregoing charter and bylaw provisions, such
limitation of liabilities does not apply to any liabilities arising under federal
securities laws.
In
addition, Section 145 permits the Registrant to purchase and maintain
insurance on behalf of any officer, director, employee or agent of the
Registrant or any person serving at the request of the Registrant as an
officer, director, employee or agent of another corporation serving as
described above whether or not the Registrant would have the power to indemnify
him under Section 145. The Registrant has a directors and officers
liability policy that insures the Registrants officers and directors against
damages arising out of certain kinds of claims which might be made against them
based on their negligent acts or omissions while acting in their capacity as
such.
In
addition certain directors and officers have been granted contractual
indemnification rights, pursuant to which they will be entitled to
indemnification from the Registrant under certain circumstances.
Item 7. Exemption From
Registration Claimed.
Not
applicable.
Item 8. Exhibits.
The
Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.
II-2
Item 9. Undertakings.
(a) The undersigned Registrant hereby
undertakes:
(1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the Calculation of Registration Fee
table in the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) above
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the
purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(b) The undersigned
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrants annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plans annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c) Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Boston, Commonwealth of Massachusetts, on August 9, 2010.
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SATCON
TECHNOLOGY CORPORATION
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By:
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/s/
Charles S. Rhoades
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Charles
S. Rhoades
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Chief
Executive Officer and President
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated:
Signature
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Title
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Date
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/s/
Charles S. Rhoades
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Chief
Executive Officer, President and Director
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August 9, 2010
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Charles
S. Rhoades
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(Principal
Executive Officer)
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/s/
Donald R. Peck
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Chief
Financial Officer and Treasurer
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August 9, 2010
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Donald
R. Peck
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(Principal
Financial Officer)
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/s/
John W. Peacock
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Controller,
Chief Accounting Officer
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August 9, 2010
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John
W. Peacock
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(Principal
Accounting Officer)
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/s/
John M. Carroll
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Director
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August 9, 2010
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John
M. Carroll
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/s/
Philip J. Deutch
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Director
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August 9, 2010
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Philip
J. Deutch
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/s/
Daniel R. Dwight
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Director
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August 9, 2010
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Daniel
R. Dwight
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/s/
James L. Kirtley, Jr.
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Director
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August 9, 2010
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James
L. Kirtley, Jr.
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/s/
David J. Prend
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Director
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August 9, 2010
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David
J. Prend
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/s/
Robert G. Schoenberger
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Director
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August 9, 2010
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Robert
G. Schoenberger
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II-4
EXHIBIT INDEX
Exhibit
Number
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Exhibit
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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 (included in Exhibit 5.1)
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23.2
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Consent
of Caturano and Company, Inc.
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99.1
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Satcon
Technology Corporation 2010 Employee Stock Purchase Plan is incorporated
herein by reference to Annex A to the Registrants Definitive Schedule 14A
filed April 30, 2010 (File No. 1-11512).
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