<PAGE>
As filed with the Securities and Exchange Commission on February 1, 1999.
Registration No. 333-
________________________________________________________________________________
S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN SUPERCONDUCTOR CORPORATION
---------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 04-2959321
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two Technology Drive, Westborough, MA 01581
---------------------------------------------
(Address of principal executive offices) (Zip Code)
1996 STOCK INCENTIVE PLAN
-------------------------
(Full title of the Plan)
Patrick J. Rondeau, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
--------------------------------------
(Name and address of agent for service)
(617) 526-6000
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
- ------------------ ---------------- -------------- ----------------- ------------
Common Stock, 1,500,000 shares $10.1875 $15,281,250 $4,248
$.01 par value
per share
- ---------------------------------------------------------------------------------------
</TABLE>
__________________________________
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) of the Securities Act of 1933, as
amended, and based on the average of the high and low prices of the Common
Stock on the Nasdaq National Market on January 26, 1999.
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8 (File No. 333-37163) filed by the
Registrant on October 3, 1997, relating to the Registrant's 1996 Stock Incentive
Plan.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Westborough, Commonwealth of Massachusetts, on
the 1st day of February, 1999.
AMERICAN SUPERCONDUCTOR CORPORATION
By: /s/ Gregory J. Yurek
---------------------------------------
Gregory J. Yurek,
Chairman of the Board,
President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned Directors and Officers of American Superconductor
Corporation, hereby constitute Gregory J. Yurek, Stanley Piekos and Patrick J.
Rondeau, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our name and behalf in our capacities as
Directors and Officers to enable American Superconductor Corporation to comply
with all requirements of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
indicated capacities and on this 1st day of February, 1999.
Signatures Capacity
---------- --------
/s/ Gregory J. Yurek Chairman of the Board, President
- ------------------------------- and Chief Executive Officer
Gregory J. Yurek (Principal Executive Officer)
/s/ Stanley Piekos Vice President, Corporate Development,
- -------------------------------- Chief Financial Officer, Treasurer and
Stanley Piekos Secretary (Principal Financial Officer)
/s/ Thomas Rosa Chief Accounting Officer, Corporate
- ------------------------------- Controller and Assistant Secretary
Thomas Rosa (Principal Accounting Officer)
/s/ Albert J. Baciocco, Jr. Director
- --------------------------------
Albert J. Baciocco, Jr.
/s/ Frank Borman Director
- -------------------------------
Frank Borman
/s/ Peter O. Crisp Director
- ---------------------------------
Peter O. Crisp
/s/ Richard Drouin Director
- --------------------------------
Richard Drouin
/s/ Gerard Menjon Director
- --------------------------------
Gerard Menjon
/s/ Andrew G. C. Sage, II Director
- -------------------------------
Andrew G. C. Sage, II
/s/ John B. Vander Sande Director
- -------------------------------
John B. Vander Sande
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number
- -------
4.1* Form of Rights Agreement, dated as of October 30, 1998, between
American Superconductor Corporation and American Stock Transfer &
Trust Company, which includes as Exhibit A thereto the Form of Rights
Certificate and as Exhibit B thereto the Summary of Rights to Purchase
Common Stock.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Smith & Gesteland, LLP.
23.4 Consent of Hale and Dorr LLP (included in Exhibit 5).
24.1 Power of Attorney (included in the signature pages of this
Registration Statement).
__________
* Incorporated herein by reference to the exhibit to the Registrant's
Registration Statement on Form 8-A, dated October 30, 1998 and filed by the
Registrant with the Commission.
<PAGE>
Exhibit 5.1
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
February 1, 1999
American Superconductor Corporation
Two Technology Drive
Westborough, MA 01581
Re: 1996 Stock Incentive Plan
-------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 1,500,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of American Superconductor Corporation, a Delaware
corporation (the "Company"), issuable under the Company's 1996 Stock Incentive
Plan (the "Plan").
We have examined the Restated Certificate of Incorporation and By-laws of
the Company and all amendments thereto, the Registration Statement, and
originals, or copies certified to our satisfaction, of all pertinent records of
meetings, written actions in lieu of meetings or resolutions adopted at meetings
of the directors and stockholders of the Company, and such other documents and
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the legal capacity of all signatories, and the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, and the
authenticity of the originals of all such documents.
Based upon and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares covered by the Registration
Statement which are to be issued under the Plan and that such Shares, when
issued and paid for in accordance with the terms of the Plan, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated May 8, 1998, on our audits of the consolidated
financial statements of American Superconductor Corporation as of March 31, 1998
and 1997, and for each of the three years in the period ended March 31, 1998,
which report is included in the Form 10-K of American Superconductor
Corporation.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 29, 1999
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements on
Form S-8 pertaining to the 1996 Stock Incentive Plan of American Superconductor
Corporation for the registration of 1,500,000 shares of its common stock, of our
report dated February 29, 1996, with respect to the financial statements of
Superconductivity, Inc. included in the Annual Report on Form 10K for the fiscal
year ended March 31, 1998, filed by American Superconductor Corporation with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Milwaukee, Wisconsin
January 29, 1999
<PAGE>
Exhibit 23.3
SMITH & GESTELAND, LLP
Certified Public Accountants and Business Consultants
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation in this Registration Statement on Form S-8
of our report dated February 7, 1997, on our audit of the consolidated financial
statements of Superconductivity, Inc., as of December 31, 1996, and for the year
then ended, which report is included in the Annual Report on Form 10-K for the
fiscal year ended March 31, 1998, filed by American Superconductor Corporation
with the Securities and Exchange Commission.
Madison, Wisconsin /s/ Smith & Gesteland, LLP
January 29, 1999 SMITH & GESTELAND, LLP
Partners in Your Success - Since 1948
8383 Greenway Blvd., Suite 400 . P.O. Box 1764 . Madison, WI 53701-1764
Phone (608) 836-7500 . Fax (608) 836-7505
[email protected] . http://www.sgcpa.com
Madison . Sun Prairie . Columbus
