<PAGE>
As filed with the Securities and Exchange Commission on February 29, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMERICAN SUPERCONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 04-2959321
(State of other jurisdiction of (I.R.S. employer identification No.)
incorporation or organization)
</TABLE>
TWO TECHNOLOGY DRIVE
WESTBOROUGH, MASSACHUSETTS 01581
(508) 836-4200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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GREGORY J. YUREK
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN SUPERCONDUCTOR CORPORATION
Two Technology Drive
Westborough, Massachusetts 01581
(508) 836-4200
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy of Communications to:
<TABLE>
<S> <C>
PATRICK J. RONDEAU, ESQ. WINTHROP B. CONRAD, JR., ESQ.
HALE AND DORR LLP DAVIS POLK & WARDWELL
60 State Street 450 Lexington Avenue
Boston, Massachusetts 02109 New York, New York 10017
(617) 526-6000 (212) 450-4000
</TABLE>
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement. [_]
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-95261
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed maximum maximum
Title of each class of Amount to be offering price per aggregate Amount of
securities to be registered registered (1) share (2) offering price (2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value..................... 575,000 shares $60.75 $34,931,250 $9,222
</TABLE>
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(1) Includes 75,000 shares which the underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of
1933, as amended.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed with respect to the registration
of additional shares of common stock, par value $.01 per share, of American
Superconductor Corporation, a Delaware corporation, for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, as amended. The contents of
the earlier registration statement (File No. 333-95261) are incorporated in
this Registration Statement by reference.
The required opinions and consents are listed on the Exhibit Index attached
to and filed with this Registration Statement.
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Westborough, Commonwealth of Massachusetts, on the
29th day of February, 2000.
AMERICAN SUPERCONDUCTOR CORPORATION
By:
/s/ Gregory J. Yurek
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Gregory J. Yurek
Chairman of the Board,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 29th day of February, 2000.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Gregory J. Yurek Chairman of the Board, President and
______________________________________ Chief Executive Officer (principal
Gregory J. Yurek executive officer)
/s/ Stanley D. Piekos Vice President, Corporate
______________________________________ Development, Chief Financial
Stanley D. Piekos Officer, Treasurer and Secretary
(principal financial officer)
/s/ Thomas M. Rosa Chief Accounting Officer, Corporate
______________________________________ Controller and Assistant Secretary
Thomas M. Rosa (principal accounting officer)
* Director
______________________________________
Albert J. Baciocco, Jr.
* Director
______________________________________
Frank Borman
* Director
______________________________________
Peter O. Crisp
* Director
______________________________________
Richard Drouin
* Director
______________________________________
Gerard Menjon
* Director
______________________________________
Andrew G.C. Sage, II
* Director
______________________________________
</TABLE> John B. Vander Sande
*By: /s/ Stanley D. Piekos
------------------------------
Stanley D. Piekos Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S> <C>
5.1 -- Opinion of Hale and Dorr LLP
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of Smith & Gesteland, LLP
23.3 -- Consent of Hale and Dorr LLP (included in Exhibit 5.1)
*24.1 -- Power of Attorney (included on the signature page of the Registrant's Registration Statement on
Form S-3 (Registration No. 333-95261))
</TABLE>
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* Filed with the Securities and Exchange Commission on January 24, 2000.
<PAGE>
Exhibit 5.1
HALE AND DORR LLP
COUNSELLORS AT LAW
www.haledorr.com
60 State Street * Boston, Massachusetts 02109
617-526-6000 FAX 617-526-5000
February 29, 2000
American Superconductor Corporation
Two Technology Drive
Westborough, Massachusetts 01581
Re: Registration Statement on Form S-3
-----------------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of 575,000 shares of Common
Stock, $.01 par value per share (the "Shares"), of American Superconductor
Corporation, a Delaware corporation (the "Company"), of which 75,000 Shares are
issuable upon exercise of an over-allotment option granted by the Company.
The Shares are to be sold by the Company pursuant to an underwriting
agreement (the "Underwriting Agreement") by and among the Company and Banc of
America Securities LLC, CIBC World Markets Corp. and FleetBoston Robertson
Stephens Inc., as representatives of the several underwriters named in the
Underwriting Agreement, the form of which has been filed as Exhibit 1.1 to the
Registration Statement on Form S-3 (File No. 333-95261) filed with the
Commission on January 24, 2000.
We are acting as counsel for the Company in connection with the issue and
sale by the Company of the Shares. We have examined signed copies of the
Registration Statement as filed with the Commission. We have also examined and
relied upon the Underwriting Agreement, minutes of meetings of the stockholders
and the Board of Directors of the Company as provided to us by the Company,
stock record books of the Company as provided to us by the Company, the Restated
Certificate of Incorporation and the By-Laws of the Company, each as restated
and/or amended to date, and such other documents as we have deemed necessary for
purposes of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
<PAGE>
Hale and Dorr LLP
2/29/2000
Page 2
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Underwriting Agreement, to register
and qualify the Shares for sale under all applicable state securities or "blue
sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America. To the extent that any other laws govern the matters as to
which we are opinion herein, we have assumed that such laws are identical to the
laws of the Commonwealth of Massachusetts, and we are expressing no opinion
herein as to whether such assumption is reasonable or correct.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Underwriting
Agreement, the Shares will be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters."
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated May 11, 1999 relating to the
consolidated financial statements of American Superconductor Corporation as of
March 31, 1999 and 1998, and for the years ended March 31, 1999, 1998 and
1997, which is included in Amendment No. 2 to the Registration Statement on
Form S-3 (File No. 333-95261), filed with the Securities and Exchange
Commission.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 29, 2000
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of American Superconductor Corporation of our report dated February
7, 1997, on our audit of the financial statements of Superconductivity, Inc.,
as of December 31, 1996, and for the year then ended, which report is included
in the Company's Annual Report on Form 10-K for the year ended March 31, 1999,
included in Amendment No. 2 to the Registration Statement on Form S-3 (File No.
333-95261) filed by American Superconductor Corporation with the Securities and
Exchange Commission.
/s/ Smith & Gesteland, LLP
SMITH & GESTELAND, LLP
Madison, Wisconsin
February 29, 2000
