UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q/A

 

(Amendment No. 1)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended June 30, 2011

 

Commission File Number 1-11512

 


 

SATCON TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

04-2857552

(State or other jurisdiction of

 

(IRS Employer Identification No.)

incorporation or organization)

 

 

 

27 Drydock Avenue

 

 

Boston, Massachusetts

 

02210

(Address of principal executive offices)

 

(Zip Code)

 

(617) 897-2400

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x   No  o

 

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  o

 

Accelerated filer  x

 

 

 

Non-accelerated filer  o

 

Smaller reporting company  o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o   No  x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common Stock, $0.01 Par Value,

119,546,046 shares outstanding as of August 1, 2011.

 

 

 



 

Explanatory Note

 

The sole purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2011, originally filed with the Securities and Exchange Commission on August 9, 2011 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred after the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-Q.

 

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Item 6.  Exhibits.

 

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this Quarterly Report on Form 10-Q.

 

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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 thereunto duly authorized.

 

 

 

SATCON TECHNOLOGY CORPORATION

Date: August 18, 2011

 

 

 

 

 

 

 

 

 

By:

/s/ AARON M. GOMOLAK

 

 

 

Aaron M. Gomolak

 

 

 

Chief Financial Officer and Treasurer

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Exhibit

 

 

 

4.1

 

Agreement to Amend Warrant, dated June 30, 2011, between the Registrant and Horizon Credit I LLC is incorporated herein by reference to Exhibits to the Registrant’s Current Report on Form 8-K dated July 5, 2011 (File No. 1-11512).

 

 

 

4.2

 

Agreement to Amend Warrant, dated June 30, 2011, between the Registrant and Velocity Venture Funding, LLC is incorporated herein by reference to Exhibits to the Registrant’s Current Report on Form 8-K dated July 5, 2011 (File No. 1-11512).

 

 

 

10.1

 

Securities Purchase Agreement, dated as of June 29, 2011, by and between the Registrant and the Purchaser identified on the signature pages thereto is incorporated herein by reference to Exhibits to the Registrant’s Current Report on Form 8-K dated July 5, 2011 (File No. 1-11512).

 

 

 

10.2

 

Form of Subordinated Convertible Note issued on June 30, 2011 is incorporated herein by reference to Exhibits to the Registrant’s Current Report on Form 8-K dated July 5, 2011 (File No. 1-11512).

 

 

 

10.3

 

Form of Registration Rights Agreement entered into on June 30, 2011 is incorporated herein by reference to Exhibits to the Registrant’s Current Report on Form 8-K dated July 5, 2011 (File No. 1-11512).

 

 

 

10.4 *

 

Amended and Restated Credit Agreement, dated as of April 22, 2011, by and among the Registrant, Satcon Power Systems, Inc., Satcon Electronics, Inc., Satcon Power Systems Canada LTD. and Silicon Valley Bank, and Silicon Valley Bank as issuing lender, swingline lender and administrative agent for the lenders.

 

 

 

10.5 *

 

First Amendment to Amended and Restated Credit Agreement, dated as of June 30, 2011, by and among the Registrant, Satcon Power Systems, Inc., Satcon Electronics, Inc., Satcon Power Systems Canada LTD. and Silicon Valley Bank, and Silicon Valley Bank as a lender and administrative agent.

 

 

 

10.6 *

 

Amended Employment Letter Agreement, dated May 10, 2011, between the Registrant and Aaron M. Gomolak.

 

 

 

10.7 *

 

Employment Letter Agreement, dated May 27, 2011, between the Registrant and Dan Gladkowski.

 

 

 

10.8 *

 

Employment Letter Agreement, dated May 27, 2011, between the Registrant and Brian J. Michael.

 

 

 

10.9 *

 

Manufacturing and Purchase Agreement Renewal Agreement, dated May 30, 2011, by and between the Registrant and ESGW International Limited.

 

 

 

31.1 *

 

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2 *

 

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1 *

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101 **

 

The following materials from Satcon Technology Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010; (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2011 and June 30, 2010; (iii) Consolidated Statement of Changes in Stockholders’ Equity and Comprehensive Loss for the six months ended June 30, 2011, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and June 30, 2010 and (v) Notes to Interim Consolidated Financial Statements.

 


*                  Previously filed.

 

**           Furnished herewith.  Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

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