<PAGE>
As filed with the Securities and Exchange Commission on July 31, 2000
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-3
___________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
AMERICAN SUPERCONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
___________________
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<S> <C>
DELAWARE 04-2959321
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</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)
___________________
Gregory J. Yurek
Chairman, President and Chief Executive Officer
American Superconductor Corporation
Two Technology Drive
Westborough, MA 01581
(508) 836-4200
___________________
Copies to:
Patrick J. Rondeau, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Tel: (617) 526-6000
Fax: (617) 526-5000
___________________
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
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. [x]
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. [_] 333-_______.
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. [_] 333-__________.
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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Proposed Proposed
Amount Maximum Maximum
to be Offering Price Aggregate Amount of
Title of Shares to be Registered Registered Per Share(1) Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share................... 37,500 shares $36.75 $1,378,125 $364.00
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act and based upon the average of the
high and low prices on the Nasdaq National Market on July 28, 2000.
___________________
The Company hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Company 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 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
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<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion, dated July 31, 2000
PROSPECTUS
AMERICAN SUPERCONDUCTOR CORPORATION
37,500 SHARES OF COMMON STOCK
___________________
This prospectus relates to resales of shares of common stock
previously issued by American Superconductor Corporation to Integrated
Electronics, LLC in connection with our acquisition of substantially all of the
assets of Integrated Electronics, and which Integrated Electronics subsequently
distributed to its members.
We will not receive any proceeds from the sale of the shares.
The selling stockholders identified in this prospectus, or their
pledgees, donees, transferees or other successors-in-interest, may offer the
shares from time to time through public or private transactions at prevailing
market prices, at prices related to prevailing market prices or at privately
negotiated prices.
Our common stock is traded on the Nasdaq National Market under the
symbol "AMSC."
___________________
Investing in our common stock involves a high degree of risk. See
"Risk Factors" beginning on page 5.
___________________
The Securities and Exchange Commission and state securities regulators
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
___________________
The date of this prospectus is _____________ __, 2000.
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TABLE OF CONTENTS
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PROSPECTUS SUMMARY.......................................................... 3
THE OFFERING................................................................ 4
RISK FACTORS................................................................ 5
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION.......................... 8
USE OF PROCEEDS............................................................. 9
SELLING STOCKHOLDERS........................................................ 9
PLAN OF DISTRIBUTION........................................................ 10
LEGAL MATTERS............................................................... 11
EXPERTS..................................................................... 11
WHERE YOU CAN FIND MORE INFORMATION......................................... 11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................. 12
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American Superconductor Corporation's executive offices are located at Two
Technology Drive, Westborough, Massachusetts, 01581, our telephone number is
(508) 836-4200 and our Internet address is www.amsuper.com The information on
our Internet website is not incorporated by reference in this prospectus.
Unless the context otherwise requires, references in this prospectus to
"American Superconductor," "we," "us," and "our" refer to American
Superconductor Corporation and its subsidiaries.
The American Superconductor name and logo and the names of our products are
trademarks or registered trademarks of American Superconductor Corporation.
This prospectus also includes trademarks of other companies.
We have not authorized anyone to provide you with information different
from that contained or incorporated by reference in this prospectus. The
selling stockholders are offering to sell, and seeking offers to buy, shares of
our common stock only in jurisdictions where offers and sales are permitted.
The information contained in this prospectus is accurate only as of the date of
this prospectus, regardless of the time of delivery of this prospectus or of any
sale of common stock.
<PAGE>
PROSPECTUS SUMMARY
This summary highlights important features of this offering and the
information included or incorporated by reference in this prospectus. This
summary does not contain all of the information that you should consider before
investing in our common stock. You should read the entire prospectus carefully,
especially the risks of investing in our common stock discussed under "Risk
Factors."
AMERICAN SUPERCONDUCTOR
We are a world leader in developing and manufacturing products using
superconducting materials and power electronic devices for electric power
applications. Superconducting materials are perfect conductors of electricity
when they are cooled below a critical temperature. We sell our products to
electrical equipment manufacturers, industrial power users and businesses that
produce and deliver power. Our products, and products sold by electrical
equipment manufacturers that incorporate our products, can:
. dramatically increase the capacity and reliability of power delivery
networks;
. significantly reduce the manufacturing costs of electrical equipment
such as motors and generators;
. improve the quality of electric power delivered to industrial sites;
. lower electrical operating costs and increase productivity for
industrial power users; and
. conserve resources such as oil, gas and coal, which are used to
produce electricity, by conducting electricity more efficiently.
We believe there will be significant market demand for our products because
of the following factors:
. there is an increasing demand for power by businesses and consumers;
. the current power delivery infrastructure is constrained; and
. the reliability and quality of the power being delivered is becoming
increasingly important.
Our core product is high temperature superconducting wire, or HTS wire,
which, when cooled to very low temperatures, carries more than 100 times the
electrical current carried by copper wire of the same dimensions. We believe
that an important application for our HTS wire will be high-capacity power
cables, which are the backbone of the power delivery infrastructure. We also
develop and manufacture products that incorporate HTS wire, such as HTS coils
for use in motors and generators. The performance levels and mechanical
properties of our HTS wire are sufficient today to meet the technical needs for
applications such as cables for urban power delivery systems and very high
horsepower motors (over 5,000 horsepower). We expect the first use of our HTS
wire in power cables for a utility network will occur in early calendar year
2001, when Pirelli plans to install three 400-foot HTS power cables in a Detroit
substation in replacement of nine copper-wire cables. We believe this project
will be an important demonstration of the commercial viability of HTS power
cables. Rockwell Automation Power Systems is testing a prototype 1,000
horsepower HTS motor using our wire in their facility. We expect this motor will
be used later in an industrial site, and we believe this will provide a
significant demonstration of the commercial viability of HTS motors.
We also manufacture and sell commercial superconducting magnetic energy
storage, or SMES, systems for the power quality and reliability markets. Our
power quality SMES, or PQ-SMES, products, which incorporate low temperature
superconductor (LTS) electromagnets and HTS wire, protect industrial power users
from the adverse effects of momentary drops in voltage in power networks by
quickly releasing large quantities of power from a storage coil to restore the
voltage to its normal level. We sold our first commercial PQ-SMES unit in June
1997, and as of March 31, 2000 we had 10 PQ-SMES units in use by customers
requiring high-quality power to
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maintain sensitive industrial processes in industries including paper, plastics
and automotive parts manufacturing, and to maintain critical information
processing, military and research applications. We also have received orders for
four additional PQ- SMES units, three of these from two semiconductor customers
seeking to protect their facilities from being shut down due to momentary sags
in voltage, and one from a utility that will use the unit initially in a
demonstration site. In February 1999, we launched a new product that we call
distributed SMES, or D-SMES, which uses the same basic components as PQ-SMES but
which is used at substations within large-scale transmission networks to protect
them against power reliability problems such as voltage instability and low
voltage problems. As of March 31, 2000, we had received orders for eight D-SMES
units.
On June 1, 2000, we acquired the assets of Integrated Electronics, LLC of
Milwaukee, Wisconsin, a manufacturer of power electronic converters that utilize
state-of-the-art power semiconductors. Integrated Electronics has been one of
our co-developers and suppliers of advanced power electronic converter modules
for use in our SMES product line, which is manufactured in Madison, Wisconsin.
Power electronic converters are key components in SMES systems. We believe that
this acquisition strengthens our internal power electronics technology base. We
plan to expand our power electronics technology base and develop new products
for other market segments where power technologies are important. The focus will
remain on high-end applications, primarily at power levels greater than 100
kilowatts. Future applications of our power electronic products may include
electric motor drives; transportation systems such as locomotives, ships,
electric or hybrid electric vehicles; distributed generating equipment,
including fuel cells and micro-turbines; and energy storage applications such as
flywheels and batteries.
We plan to use a portion of the $205.6 million in net proceeds from our
March 2000 stock offering to increase our manufacturing capacity for HTS wire,
to provide wire for demonstrations of applications such as cables and motors in
the near term, to achieve reduced manufacturing costs associated with higher
volume production, and to have the wire production capacity in place as the
commercial viability of various applications is demonstrated. We also plan to
use a portion of the net proceeds to increase our manufacturing capacity for our
SMES products.
We will not receive any proceeds from the sale of the shares by the selling
stockholders in this offering.
THE OFFERING
Common Stock offered by the selling
stockholders.............................. 37,500 shares
Use of proceeds........................... American Superconductor will not
receive any proceeds from the sale
of shares in this offering
Nasdaq National Market symbol............. AMSC
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RISK FACTORS
Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before purchasing
our common stock. The risks and uncertainties described below are not the only
ones facing our company. Additional risks and uncertainties may also impair our
business operations. If any of the following risks actually occur, our business,
financial condition or results of operations would likely suffer. In that case,
the trading price of our common stock could fall, and you may lose all or part
of the money you paid to buy our common stock.
We have a history of operating losses and we expect to continue to incur losses
in the future.
We have been principally engaged in research and development activities.
We have incurred net losses in each year since our inception. Our net loss for
fiscal 1998, fiscal 1999 and fiscal 2000 was $12,378,000, $15,326,000 and
$17,598,000, respectively. Our accumulated deficit as of March 31, 2000 was
$106,816,000. We expect to continue to incur operating losses in the next year
and we may never become profitable.
There are a number of technological challenges that must be successfully
addressed before our superconducting products can gain widespread commercial
acceptance.
Many of our products are in the early stages of commercialization and
testing, while others are still under development. We do not believe any
company has yet successfully developed and commercialized significant quantities
of HTS wire or wire products. There are a number of technological challenges
that we must successfully address to complete our development and
commercialization efforts. For example, we face engineering challenges in
producing HTS wire in longer lengths and commercial quantities. We also believe
that several years of further development in the cable and motor industries will
be necessary before a substantial number of additional commercial applications
for our HTS wire in these industries can be developed and proven. We may also
need to improve the quality of our HTS wire to expand the number of commercial
applications for it. We may be unable to meet such technological challenges.
Delays in development, as a result of technological challenges or other factors,
may result in the introduction of our products later than anticipated.
The commercial uses of superconducting products are very limited today, and a
widespread commercial market for our products may not develop.
To date, there has been no widespread commercial use of HTS products.
Although LTS products are currently used in several commercial applications,
commercial acceptance of LTS products, other than for medical magnetic resonance
imaging and superconducting magnetic energy storage products, has been
significantly limited by the cooling requirements of LTS materials. Even if the
technological hurdles currently limiting commercial uses of HTS and LTS products
are overcome, it is uncertain whether a robust commercial market for those new
and unproven products will ever develop. It is possible that the market demands
we currently anticipate for our HTS and LTS products will not develop and that
superconducting products will never achieve widespread commercial acceptance.
We expect to spend significant amounts on the expansion of our manufacturing
capacity, and our expansion projects may not be successful.
In anticipation of significantly increased demand for our products, we
have announced plans to build a facility exclusively dedicated to HTS wire
manufacturing at the Devens Commerce Center in Devens, Massachusetts. Over the
next two years, we plan to use a portion of the net proceeds from our March 2000
stock offering to buy land, construct a building and purchase equipment for the
new HTS wire manufacturing facility in Devens, and for a new SMES manufacturing
facility. We can only estimate the costs of these projects, and the actual costs
may be significantly in excess of our estimates. In addition, we may be unable
to lease suitable space for our new facilities on commercially acceptable terms,
the completion of those new facilities may be delayed, or we may experience
start-up difficulties or other problems once those facilities become
operational. Finally, if increased demand for our products does not materialize,
we will not generate sufficient revenue to offset the cost of establishing and
operating these facilities.
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We have no experience manufacturing our products in commercial quantities.
To be financially successful, we will have to manufacture our products in
commercial quantities at acceptable costs while also preserving the quality
levels achieved in manufacturing these products in limited quantities. This
presents a number of technological and engineering challenges for us. We cannot
assure you that we will be successful in developing product designs and
manufacturing processes that permit us to manufacture our HTS and SMES products
in commercial quantities at commercially acceptable costs while preserving
quality. In addition, we may incur significant start-up costs and unforeseen
expenses in our product design and manufacturing efforts.
We have historically focused on research and development activities and have
limited experience in marketing and selling our products.
We have been primarily focused on research and development of our
superconducting products. Consequently, our management team has limited
experience directing our commercialization efforts which are essential to our
future success. To date, we only have limited experience marketing and selling
our products, and there are very few people anywhere who have significant
experience marketing or selling superconducting products. Once our products are
ready for commercial use, we will have to develop a marketing and sales
organization that will effectively demonstrate the advantages of our products
over both more traditional products and competing superconducting products or
other technologies. We may not be successful in our efforts to market this new
and unfamiliar technology, and we may not be able to establish an effective
sales and distribution organization.
We may decide to enter into arrangements with third parties for the
marketing or distribution of our products, including arrangements in which our
products, such as HTS wire, are included as a component of a larger product,
such as a motor. If we do so, the financial benefits to us of commercializing
our products would be dependent on the efforts of others. We may not be able to
enter into marketing or distribution arrangements with third parties on
financially acceptable terms, and third parties may not be successful in selling
our products or applications incorporating our products.
We depend on our strategic relationships with our corporate partners for the
successful development and marketing of applications for our superconducting
products.
Our business strategy depends upon strategic relationships with corporate
partners, which are intended to provide funding and technologies for our
development efforts and assist us in marketing and distributing our products.
Although we currently are party to a number of strategic relationships, we may
not be able to maintain these relationships, and these relationships may not be
technologically or commercially successful.
We have an agreement with Pirelli relating to HTS wire for cables used to
transmit both electric power and control signals. In general, we are obligated
to sell our HTS cable wire exclusively to Pirelli, and Pirelli is obligated to
buy this HTS wire exclusively from us or to pay us royalities for any of this
wire that it manufactures for use in these applications anywhere in the world
other than Japan. Pirelli continues to provide us with substantial funding and
has been critical in assisting us in the development and commercialization of
HTS cable wire. Consequently, we are significantly dependent on Pirelli for the
commercial success of this cable wire in these applications.
As we move toward commercialization of several of our products, we plan
to use strategic alliances as an important means of marketing and selling our
products. We may not be successful in establishing these relationships, and any
strategic relationships established may not provide us with the commercial
benefits we anticipate. See "Business--Strategic Relationships, Research
Arrangements and Government Contracts" for a description of our significant
strategic relationships.
Our products face intense competition both from superconducting products
developed by others and from traditional, non-superconducting products and
alternative technologies.
As we begin to market and sell our superconducting products, we will face
intense competition both from competitors in the superconducting field and from
vendors of traditional products and new technologies. There are
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many companies in the United States, Europe, Japan and Australia engaged in the
development of HTS products, including 3M, Siemens, Alcatel and Sumitomo
Electric Industries. The superconducting industry is characterized by rapidly
changing and advancing technology. Our future success will depend in large part
upon our ability to keep pace with advancing HTS and LTS technology and
developing industry standards. In addition, our SMES products compete with a
variety of non-superconducting products such as dynamic voltage restorers and
battery-based power supply systems. Research efforts and technological advances
made by others in the superconducting field or in other areas with applications
to the power quality and reliability markets may render our development efforts
obsolete. Many of our competitors have substantially greater financial
resources, research and development, manufacturing and marketing capabilities
than we have. In addition, as the HTS, power quality and power reliability
markets develop, other large industrial companies may enter those fields and
compete with us. See "Business--Competition" for more information on the
competition we face.
Third parties have or may acquire patents that cover the high temperature
superconducting materials we use or may use in the future to manufacture our
products.
We expect that some or all of the HTS materials and technologies we use
in designing and manufacturing our products are or will become covered by
patents issued to other parties, including our competitors. If that is the case,
we will need either to acquire licenses to these patents or to successfully
contest the validity of these patents. The owners of these patents may refuse to
grant licenses to us, or may be willing to do so only on terms that we find
commercially unreasonable. If we are unable to obtain these licenses, we may
have to contest the validity or scope of those patents to avoid infringement
claims by the owners of these patents. It is possible that we will not be
successful in contesting the validity or scope of a patent, or that we will not
prevail in a patent infringement claim brought against us. Even if we are
successful in such a proceeding, we could incur substantial costs and diversion
of management resources in prosecuting or defending such a proceeding. See
"Business-- Patents, Licenses and Trade Secrets" for more information on this
subject.
There are numerous patents issued in the field of superconducting materials and
our patents may not provide meaningful protection for our technology.
We own or have licensing rights under many patents and pending patent
applications. However, the patents that we own or license may not provide us
with meaningful protection of our technologies, and may not prevent our
competitors from using similar technologies, for a variety of reasons, such as:
. the patent applications that we or our licensors file may not result
in patents being issued;
. any patents issued may be challenged by third parties; and
. others may independently develop similar technologies not protected
by our patents or design around the patented aspects of any
technologies we develop.
Moreover, we could incur substantial litigation costs in defending the validity
of our own patents. We also rely on trade secrets and proprietary know-how to
protect our intellectual property. However, our non-disclosure agreements and
other safeguards may not provide meaningful protection for our trade secrets and
other proprietary information. See "Business--Patents, Licenses and Trade
Secrets" for more information on this subject.
Our success is dependent upon attracting and retaining qualified personnel.
Our success will depend in large part upon our ability to attract and
retain highly qualified research and development, management, manufacturing,
marketing and sales personnel. Hiring those persons may be especially difficult
due to the specialized nature of our business. In addition, the demand for
qualified personnel is particularly acute in the New England and Wisconsin
areas, where most of our operations are located, due to the currently low
unemployment rate in these regions.
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We are particularly dependent upon the services of Dr. Gregory J. Yurek,
our co-founder and our Chairman of the Board, President and Chief Executive
Officer, and Dr. Alexis P. Malozemoff, our Chief Technical Officer. The loss of
the services of either of those individuals could significantly damage our
business and prospects.
Our common stock may experience extreme market price and volume fluctuations.
The market price of our common stock has historically experienced
significant volatility and may continue to experience such volatility in the
future. Factors such as technological achievements by us and our competitors,
the establishment of development or strategic relationships with other
companies, our introduction of commercial products, and our financial
performance may have a significant effect on the market price of our common
stock. In addition, the stock market in general, and the stock of high
technology companies in particular, have in recent years experienced extreme
price and volume fluctuations, which are often unrelated to the performance or
condition of particular companies. Such broad market fluctuations could
adversely affect the market price of our common stock. Following periods of
volatility in the market price of a particular company's securities, securities
class action litigation has often been brought against a company. If we become
subject to this kind of litigation in the future, it could result in substantial
litigation costs, a damages award against us and the diversion of our
management's attention.
We have anti-takeover provisions which may make it difficult for a third party
to acquire us.
We have adopted a shareholders rights plan, and we are subject to the
provisions of an anti-takeover statute under Delaware law. Those provisions may
make it more difficult for a third party to acquire us, even if such an
acquisition might be favored by many of our stockholders. See "Description of
Capital Stock" for a description of those provisions.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus includes and incorporates forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. All statements, other than statements of
historical facts, included or incorporated in this prospectus regarding our
strategy, future operations, financial position, future revenues, projected
costs, prospects, plans and objectives of management are forward-looking
statements. The words "anticipates," "believes," "estimates," "expects,"
"intends," "may," "plans," "projects," "will," "would" and similar expressions
are intended to identify forward-looking statements, although not all forward-
looking statements contain these identifying words. We cannot guarantee that we
actually will achieve the plans, intentions or expectations disclosed in our
forward-looking statements and you should not place undue reliance on our
forward-looking statements. Actual results or events could differ materially
from the plans, intentions and expectations disclosed in the forward-looking
statements we make. We have included important factors in the cautionary
statements included or incorporated in this prospectus, particularly under the
heading "Risk Factors," that we believe could cause actual results or events to
differ materially from the forward-looking statements that we make. Our
forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or investments we may make.
We do not assume any obligation to update any forward-looking statements.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of shares by the selling
stockholders.
The selling stockholders will pay any underwriting discounts and
commissions and expenses incurred by the selling stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the selling
stockholders in disposing of the shares. We will bear all other costs, fees and
expenses incurred in effecting the registration of the shares covered by this
prospectus, including, without limitation, all registration and filing fees,
Nasdaq listing fees and fees and expenses of our counsel and our accountants.
SELLING STOCKHOLDERS
We issued the shares of common stock covered by this prospectus in a
private placement in connection with our acquisition of substantially all of the
assets of Integrated Electronics on June 1, 2000. Integrated Electronics
subsequently distributed the shares to the selling stockholders in the form of a
stock dividend. The following table sets forth, to our knowledge, certain
information about the selling stockholders as of June 30, 2000.
Beneficial ownership is determined in accordance with the rules of the SEC,
and includes voting or investment power with respect to shares. Unless otherwise
indicated below, to our knowledge, all persons named in the table have sole
voting and investment power with respect to their shares of common stock, except
to the extent authority is shared by spouses under applicable law. The inclusion
of any shares in this table does not constitute an admission of beneficial
ownership for the person named below.
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Shares of Common Stock Number of Shares Shares of Common Stock to be
Beneficially Owned Prior to of Common Stock Beneficially Owned After
Name of Selling stockholders Offering (1) Being Offered Offering (1)(2)
---------------------------- ----------------------------- ------------------ ------------------------------
Number Percentage Number Percentage
---------------------------- -------- ------------ ------------------ -------- ------------
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Jeffrey A. Reichard 33,750 * 33,750 0 0%
Nathan L. Jobe 3,750 * 3,750 0 0%
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* Less than one percent.
(1) Of the total shares of common stock listed as owned by the selling
stockholders, a total of 9,375 shares are held in an escrow account to
secure indemnification obligations of Integrated Electronics and the
selling stockholders to us. It is expected that these shares (less any
shares that may be distributed from the escrow account to us in
satisfaction of indemnification claims) will be released from escrow and
distributed to the selling stockholders on March 1, 2001. The number of
shares indicated as owned by each of the selling stockholders includes
those shares (representing 25% of the number of shares listed as
beneficially owned by each selling stockholder) which such selling
stockholder is entitled to receive upon distribution of these shares from
the escrow account.
(2) We do not know when or in what amounts the selling stockholders may offer
shares for sale. The selling stockholders may not sell any or all of the
shares offered by this prospectus. Because the selling stockholders may
offer all or some of the shares pursuant to this offering, and because
there are currently no agreements, arrangements or understandings with
respect to the sale of any of the shares, we cannot estimate the number of
the shares that will be held by the selling stockholders after completion
of the offering. However, for purposes of this table, we have assumed
that, after completion of the offering, none of the shares covered by this
prospectus will be held by the selling stockholders.
None of the selling stockholders has held any position or office with, or
has otherwise had a material relationship with, us or any of our subsidiaries
within the past three years, except that in connection with our
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acquisition of Integrated Electronics, we entered into employment agreements
with Jeffrey Reichard and Nathan Jobe, members of Integrated Electronics, under
which each will perform certain services for us.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time by the selling stockholders. The term "selling stockholders" includes
donees, pledgees, transferees or other successors-in-interest selling shares
received after the date of this prospectus from a selling stockholder as a gift,
pledge, partnership distribution or other non-sale related transfer. The
selling stockholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale. Such sales may be made on
one or more exchanges or in the over-the-counter market or otherwise, at prices
and under terms then prevailing or at prices related to the then current market
price or in negotiated transactions. The selling stockholders may sell their
shares by one or more of, or a combination of, the following methods:
. purchases by a broker-dealer as principal and resale by such broker-
dealer for its own account pursuant to this prospectus;
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
. block trades in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
. an over-the-counter distribution in accordance with the rules of the
Nasdaq National Market;
. in privately negotiated transactions; and
. in options transactions.
In addition, any shares that qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this prospectus.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In connection with
distributions of the shares or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions.
In connection with such transactions, broker-dealers or other financial
institutions may engage in short sales of the common stock in the course of
hedging the positions they assume with the selling stockholders. The selling
stockholders may also sell the common stock short and redeliver the shares to
close out such short positions. The selling stockholders may also enter into
option or other transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction). The selling stockholders may also pledge
shares to a broker-dealer or other financial institution, and, upon a default,
such broker-dealer or other financial institution, may effect sales of the
pledged shares pursuant to this prospectus (as supplemented or amended to
reflect such transaction).
In effecting sales, broker-dealers or agents engaged by the selling
stockholders may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive commissions, discounts or concessions from the selling
stockholderss in amount to be negotiated immediately prior to the sale.
In offering the shares covered by this prospectus, the selling stockholders
and any broker-dealers who execute sales for the selling stockholders may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. Any profits realized by the selling stockholders and
the compensation of any broker-dealer may be deemed to be underwriting discounts
and commissions.
-10-
<PAGE>
In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, we will make copies of this prospectus available to the selling
stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling stockholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of shares is made, if required, a prospectus
supplement will be distributed that will set forth the number of shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.
We have agreed to indemnify the selling stockholders against certain
liabilities, including certain liabilities under the Securities Act.
We have agreed with the selling stockholders to keep the Registration
Statement of which this prospectus constitutes a part effective until the
earlier of (i) such time as all of the shares covered by this prospectus have
been disposed of pursuant to and in accordance with the Registration Statement
or (ii) __________ __, 2001.
LEGAL MATTERS
The validity of the shares offered by this prospectus has been passed upon
by Hale and Dorr LLP.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended March 31, 2000, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other documents with the Securities
and Exchange Commission. You may read and copy any document we file at the SEC's
public reference room at Judiciary Plaza Building, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. You should call 1-800-SEC-0330 for more
information on the public reference room. Our SEC filings are also available to
you on the SEC's Internet site at http://www.sec.gov.
This prospectus is part of a registration statement that we filed with the
SEC. The registration statement contains more information than this prospectus
regarding us and our common stock, including certain exhibits and schedules. You
can obtain a copy of the registration statement from the SEC at the address
listed above or from the SEC's Internet site.
-11-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC requires us to "incorporate" into this prospectus information that
we file with the SEC in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this prospectus. Information contained in this prospectus and information
that we file with the SEC in the future and incorporate by reference in this
prospectus automatically updates and supersedes previously filed information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the sale of all the shares covered by this
prospectus.
(1) Our Annual Report on Form 10-K for the year ended March 31, 2000;
(2) All of our filings pursuant to the Exchange Act after the date of
filing the initial registration statement and prior to
effectiveness of the registration statement; and
(3) The description of our common stock contained in our Registration
Statement on Form 8-A filed on November 5, 1991.
You may request a copy of these documents, which will be provided to you at
no cost, by contacting:
American Superconductor Corporation
Two Technology Drive
Westborough, MA 01581
Attention: Investor Relations
Telephone: (508) 836-4200
-12-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered
hereby, all of which will be borne by American Superconductor (except any
underwriting discounts and commissions and expenses incurred by the selling
stockholders for brokerage, accounting, tax or legal services or any other
expenses incurred by the selling stockholders in disposing of the shares). All
amounts shown are estimates except the Securities and Exchange Commission
registration fee.
<TABLE>
<S> <C>
Filing Fee - Securities and Exchange Commission.......... $ 364
Legal fees and expenses.................................. $ 10,000
Accounting fees and expenses............................. $ 3,000
Miscellaneous expenses................................... $ 2,000
--------
Total Expenses...................................... $ 15,364
========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have 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, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
Article V of the Registrant's By-laws provides that a director or officer
of the Registrant (a) shall be indemnified by the Registrant against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any litigation or
other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant 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
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against expenses (including attorneys' fees)
incurred in connection with the defense or settlement of any action or suit by
or in the right of the Registrant by virtue of his position as a director or
officer of the Registrant 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
Registrant, except that no indemnification shall be made with respect to any
such matter as to which such director or officer shall have been adjudged to be
liable to the Registrant, unless and only to the extent that a court determines
upon application that, despite the 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 as the court deems proper. Notwithstanding the
foregoing, to the extent that a director or officer has been successful, on the
merits or otherwise, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Registrant upon receipt of an undertaking by the
director or officer to repay such amount if the Registrant ultimately determines
that he is not entitled to indemnification.
II-1
<PAGE>
Indemnification shall be made by the Registrant upon a determination that
the applicable standard of conduct required for indemnification has been met and
that indemnification of a director or officer is proper. Such determination
shall be made (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action, or (b) if such a
quorum is not obtainable, or if a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion, or (c) by the stockholders of
the Registrant.
Article V of the Registrant's By-laws further provides that the
indemnification provided therein is not exclusive, and provides that to the
extent the Delaware General Corporation Law is amended or supplemented, Article
V shall be amended automatically and construed so as to permit indemnification
and advancement of expenses to the fullest extent permitted by such law.
Article EIGHTH of the Registrant's Certificate of Incorporation provides
that no director of the Registrant shall be personally liable to the Registrant
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided, that a director shall remain liable (i) for any breach of
such director's duty of loyalty to the Registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involve intention misconduct or a
knowing violation of law, (iii) for participation in a Board of Directors'
action authorizing an unlawful dividend or unlawful stock purchase or redemption
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which such director derived an improper personal benefit.
The Registrant has a directors and officers liability insurance policy
covering certain liabilities that may be incurred by its directors and officers.
Certain of the Registrant's directors are indemnified against certain
liabilities that may incur in their capacities as directors by the investment
funds with which they are affiliated.
Item 16. Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -------------
<S> <C>
4.1* Restated Certificate of Incorporation of the Registrant, as
amended.
4.2** By-laws of the Registrant.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed
herewith.
24.1 Power of Attorney (See page II-4 of this Registration Statement).
</TABLE>
__________
* Incorporated by reference to Exhibits to the Registrant's Registration
Statement on Form S-3 (File No. 333-95261).
** Incorporated by reference to Exhibits to the Registrant's Registration
Statement on Form S-1 (File No. 33-43647).
Item 17. Undertakings.
Item 512(a) of Regulation S-K. 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 of 1933, as amended (the "Securities Act");
II-2
<PAGE>
(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 the 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 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 (1)(i) and (1)(ii) do not apply if the
information required to be included is a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference in this Registration
Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the 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.
Item 512(b) of Regulation S-K. The Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
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 the time shall be deemed to be the initial bona
fide offering thereof.
Item 512(h) of Regulation S-K. 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 indemnification provisions
described herein, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange 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.
II-3
<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-3 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 July
27, 2000.
AMERICAN SUPERCONDUCTOR CORPORATION
By: /s/ Gregory J. Yurek
-----------------------------------------
Gregory J. Yurek
Chairman of the Board, President and
Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of American Superconductor
Corporation, hereby severally constitute and appoint Gregory J. Yurek, Stanley
D. Piekos and Patrick J. Rondeau and each of them singly, our true and lawful
attorneys with full power to any of them, and to each of them singly, to sign
for us and in our names in the capacities indicated below the Registration
Statement on Form S-3 filed herewith and any and all pre-effective and post-
effective amendments to said Registration Statement and generally to do all such
things in our name and behalf in our capacities as officers and directors to
enable American Superconductor Corporation to comply with the provisions 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 our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gregory J. Yurek Chairman of the Board, President, Chief Executive July 27, 2000
----------------------------------
Gregory J. Yurek Officer and Director (Principal Executive Officer)
/s/ Stanley D. Piekos Vice President, Corporation Development, Chief July 27, 2000
----------------------------------
Stanley D. Piekos Financial Officer, Treasurer and Secretary
(Principal Financial Officer)
/s/ Thomas M. Rosa Chief Accounting Officer, Corporate Controller and July 27, 2000
----------------------------------
Thomas M. Rosa Assistant Secretary (Principal Accounting Officer)
/s/ Albert J. Baciocco, Jr. Director July 27, 2000
----------------------------------
Albert J. Baciocco, Jr.
__________________________________ Director _____________
Frank Borman
/s/ Peter O. Crisp Director July 27, 2000
----------------------------------
Peter O. Crisp
/s/ Richard Drouin Director July 27, 2000
----------------------------------
Richard Drouin
/s/ Gerard Menjon Director July 27, 2000
----------------------------------
Gerard Menjon
/s/ Andrew G.C. Sage, II Director July 27, 2000
----------------------------------
Andrew G.C. Sage, II
/s/ John B. Vander Sande Director July 27, 2000
----------------------------------
John B. Vander Sande
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
---------- -------------
<S> <C>
4.1* Restated Certificate of Incorporation of the Registrant, as
amended to date
4.2** By-laws of the Registrant.
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed
herewith.
24.1 Power of Attorney (See page II-4 of this Registration Statement).
</TABLE>
__________
* Incorporated by reference to Exhibits to the Registrant's Registration
Statement on Form S-3 (File No. 333-95261).
** Incorporated by reference to Exhibits to the Registrant's Registration
Statement on Form S-1 (File No. 33-43647).
II-6
