- Current report filing (8-K)
18 October 2010 - 9:36PM
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
OCTOBER 15, 2010
Date of Report (Date of
earliest event reported)
SATCON TECHNOLOGY
CORPORATION
(Exact Name of Registrant as
Specified in Charter)
DELAWARE
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1-11512
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04-2857552
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(State or Other
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(Commission File Number)
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(IRS Employer
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Jurisdiction of Incorporation)
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Identification No.)
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27 Drydock Avenue
Boston, Massachusetts 02210-2377
(Address of Principal Executive Offices) (Zip Code)
(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
October 15, 2010, Satcon Technology Corporation (the Company) entered
into an agreement with RockPort Capital Partners II, L.P. (RockPort) and NGP
Energy Technology Partners, L.P. (NGP), the holders of all of the outstanding
shares of the Companys Series C Convertible Preferred Stock (the Series C
Holders), pursuant to which the Series C Holders will voluntarily convert
their shares of Series C Convertible Preferred Stock into common stock
concurrently with the consummation by the Company of a firm commitment
underwritten public offering that generates a specified minimum amount of
proceeds, net of underwriting discounts and commissions, to the Company. As part of the conversion and in
consideration for their agreement to convert, the Company will pay the Series C
Holders an aggregate of $1.25 million in cash.
Upon consummation of the offering, the Series C Convertible
Preferred Stock would convert into approximately 27,665,859 shares of our
common stock. The agreement terminates,
and no conversion will occur, if the offering has not been consummated by November 5,
2010. Two of our directors, Philip J.
Deutch and David J. Prend, are affiliates of NGP and RockPort, respectively.
Item
2.02
Results
of Operations and Financial Condition.
On
October 18, 2010, the Company issued a press release announcing its
preliminary unaudited financial results for the three and nine months ended September 30,
2010 and estimated revenue and gross margin for the fourth quarter ending
December 31, 2010. A copy of the
press release is attached hereto as Exhibit 99.1.
Item
3.02
Unregistered
Sales of Equity Securities.
The
information contained in Item 1.01 above with respect to the issuance of shares
of common stock upon conversion of the Series C Convertible Preferred
Stock is incorporated herein by reference.
The shares will be issued in a transaction exempt from registration
under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof.
Item 8.01
Other
Events.
On
October 18, 2010, the Company issued a press release announcing a proposed
public offering of its common stock. A
copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
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Number
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Description
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99.1
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Press
release dated October 18, 2010 entitled Satcon Announces Preliminary
Third Quarter 2010 Financial Results and Launch of Public Offering.
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2
SIGNATURES
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:
October 18, 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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3
EXHIBIT INDEX
Exhibit
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Number
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Description
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99.1
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Press
release dated October 18, 2010 entitled Satcon Announces Preliminary
Third Quarter 2010 Financial Results and Launch of Public Offering.
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4
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