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As filed with the Securities and Exchange Commission June 13, 1996
Registration No. 33-______
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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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SATCON TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2857552
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
DAVID B. EISENHAURE, PRESIDENT
SatCon Technology Corporation
161 First Street
Cambridge, Massachusetts 02142
(617) 661-0540
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office and
name, address and telephone number of agent for service)
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Copies to:
NEIL H. ARONSON, ESQUIRE
ANN CATHERINE BONIS, ESQUIRE
O'Connor, Broude & Aronson
950 Winter Street, Suite 2300
Waltham, Massachusetts 02154
(617) 890-6600
Approximate date of commencement of proposed sale to the 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: [ ]
CALCULATION OF REGISTRATION FEE
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=====================================================================================================================
Proposed
Title of Each Class Proposed Maximum Maximum Amount of
of Securities to Be Amount to Be Offering Price Aggregate Registration
Registered Registered per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01
par 2,935,852 $9.125 $26,789,649 $9,237.80
value ..........................
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</TABLE>
(1) Estimated in accordance with Rule 457 solely for the purposes of
calculating the registration fee and based upon the closing price on the
National Association of Securities Dealers, Inc. Automated Quotation
System/National Market System ("NASDAQ/NMS") of the registrant's Common
Stock on June 10, 1996.
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 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SATCON TECHNOLOGY CORPORATION
Cross Reference Sheet
Pursuant to Rule 501(b)
<TABLE>
<CAPTION>
Item Number Location in
and Caption Prospectus
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<S> <C>
1. Forepart of the Registration Statement and Forepart of the Registration
Outside Front Cover Page and Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages Inside Front Cover Page;
of Prospectus Outside Back Cover Pages
3. Summary Information; Risk Factors and Ratio Prospectus Summary; Risk
of Earnings to Fixed Factors - Not applicable
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not applicable
6. Dilution Not applicable
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to Be Outside Front Cover Page;
Registered Description of Securities
10. Interests of Named Experts and Counsel Experts
11. Material Changes Recent Developments
12. Incorporation of Certain Information Available Information;
by Reference Incorporation by Reference
13. Disclosure of Commission Position on Not applicable
Indemnification for Securities Act
Liabilities
</TABLE>
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion: Dated June 13, 1996
PROSPECTUS
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SATCON TECHNOLOGY CORPORATION
2,935,852 Shares of Common Stock
This Prospectus relates to 2,935,852 shares (the "Shares") of Common Stock,
$.01 par value (the "Common Stock") of SatCon Technology Corporation, a Delaware
corporation (the "Company"), for reoffer or resale from time to time by the
Selling Security Holders (the "Selling Security Holders"). See "Selling Security
Holders."
This offering is not being underwritten. The Shares may be sold by the
Selling Security Holders and/or their registered representatives from time to
time at prices to be determined at the time of such sales. No minimum is
required to purchase and no arrangement exists to have funds received by such
Selling Security Holders and/or their registered representatives to be placed in
an escrow, trust or similar account or arrangement, unless the proceeds come
from a purchaser residing in a state in which the sale of the Shares has not yet
been qualified. See "Plan of Distribution."
The sale of the Shares being offered hereby, when made, will be made
through customary brokerage channels either through broker-dealers acting as
agents or brokers for the Selling Security Holders or through broker-dealers
acting as principals who may then resell the Shares on the NASDAQ/NMS or
otherwise, or by private sales on NASDAQ/NMS or otherwise, at negotiated prices
related to the prevailing market prices at the time of the sales or by a
combination of such methods of offering. Thus, the period of distribution of
such Shares will be over an extended period of time. The Selling Security
Holders may effect these transactions by selling Shares to or through broker-
dealers or by pledges of the Shares to broker-dealers who may, from time to
time, themselves effect distributions of the Shares or interests therein in
their capacity as broker-dealers. See "Plan of Distribution."
The Selling Security Holders and any broker-dealer who acts in connection
with the sale of Shares hereunder may be deemed to be "underwriters" as that
term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and any commission received by them and profit on any resale of the
Shares as principal might be deemed to be underwriting discounts and commissions
under the Securities Act. The Selling Security Holders will pay or assume
brokerage commissions or discounts will not be paid or assumed by the Company.
The Company's Common Stock is traded on NASDAQ/NMS under the symbol "SATC".
The Shares may be offered for sale on the NASDAQ/NMS or in privately negotiated
transactions.
On June 10, 1996, the closing price of the Company's Common Stock on the
NASDAQ/NMS was $9.13 per share.
The Company will receive no part of the proceeds of any sale of Shares by
the Selling Security Holders. The Company is paying all of the expenses of
registering the Shares, estimated to be approximately $17,237.80 for filing,
legal, accounting and miscellaneous fees and expenses. The Company will not pay
any discounts, concessions or commissions payable to underwriters, dealers or
agents incident to the offering of the Shares.
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THESE SECURITIES INVOLVE CERTAIN RISKS TO THE INVESTORS. SEE "INVESTMENT
CONSIDERATIONS" CONTAINED ELSEWHERE IN THIS PROSPECTUS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this Prospectus is June ____, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copies thereof may be
obtained, at prescribed rates, at the public reference facilities maintained by
the Commission at the Public Reference Section, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices located
at 7 World Trade Center, 13th Floor, New York, New York 10048; 5670 Wilshire
Boulevard, 14th Floor, Los Angeles, California 90036-3648; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates by writing to the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company's Common Stock is listed for trading on NASDAQ/NMS. Reports and
other information concerning the Company can be inspected at the offices of
NASDAQ/NMS located at Market Listing Qualification, 1735 K Street, N.W.,
Washington, D.C. 20006-1506.
The Company has filed a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Act"), covering the Shares included in
this Prospectus. This Prospectus does not contain all the information set forth
in or annexed to exhibits to the Registration Statement filed by the Company
with the Commission and reference is made to such Registration Statement and the
exhibits thereto for the complete text thereof. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement, including the exhibits filed as part thereof, copies
of which may be obtained at prescribed rates upon request to the Commission in
Washington, D.C. Although statements contained herein concerning the provisions
of any documents are true and correct in all material respects, any such
statements are not necessarily complete, and, in each instance, such statements
are qualified in their entirety by reference to such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING SECURITY HOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER BY THE SELLING SECURITY HOLDERS TO SELL ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL FOR THE SELLING SECURITY HOLDERS TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been previously filed by the Company
with the Commission under the Act and the Exchange Act, are incorporated by
reference in this P rospectus:
(1) Annual Report on Form 10-K for the fiscal year ended September 30,
1995;
(2) Quarterly report on Form 10-Q for the fiscal quarter ended December
31, 1995;
(3) Quarterly report on Form 10-Q for the fiscal quarter ended March 31,
1996; and
(4) Description of the Company's Common Stock in the Company's Form 8-A
Registration Statement, dated November 5, 1992, as amended.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering described herein shall be deemed to be
incorporated by reference into this Prospectus from the respective dates those
documents are filed.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement and this Prospectus to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents which have been incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents.) Requests should be
directed to Michael C. Turmelle, Vice President and Chief Financial Officer,
SatCon Technology Corporation, 161 First Street, Cambridge, Massachusetts
02142-1221, telephone: (617) 661-0540.
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THE COMPANY
The Company designs, develops and manufactures intelligent, electro-
mechanical products for aerospace, transportation, industrial, and utility
applications. Its electro-mechanical products are being developed for a wide
variety of U.S. government and commercial markets. For the U.S. government, the
Company's electro-mechanical systems provide low vibration and high power for
applications ranging from satellite attitude control to high speed drives for
shipboard systems. In the transportation segment the Company is developing
electric and hybrid electric drive components, auxiliary power units, and
advanced steering, suspension and braking systems and is working with major
equipment producers to develop process equipment drives, high speed and
precision machine tools, manipulators, and machinery isolation equipment. Its
electro-mechanical systems may offer to the utility industry advantages in power
generation, energy storage, and power quality. In the consumer market the
Company is developing freon-free compressors for refrigerators, variable speed
motors, and other long-life, high-efficiency machinery.
Strategy
The transition to a new generation of products being developed by the
Company is being fueled by a combination of market demand for higher performance
and improved efficiency, and by the potential to satisfy these needs made
possible by advances in materials and electronics technologies. The Company's
strategy is to accelerate leading edge developments by continuing to expend its
externally funded contract research and development from both U.S. government
and commercial sources. The Company believes it can leverage this funding to
develop products which the Company anticipates can both be sold to U.S.
government agencies and transition into high volume commercial products. In most
instances individual components have multiple applications across these markets.
These product developments typically progress through a technology and
concept development phase and, if appropriate, into a prototype build phase.
Once demonstrated, the Company intends to leverage these prototype developments
into "beta site" units that can be purchased by, or jointly developed with,
commercial customers for evaluation. Upon completion of beta site testing,
decisions by potential customers will determine the viability of continuing into
pre-production manufacturing and further testing and evaluation. In the past two
years, the Company has been successful in development efforts while building a
potential market base for those products in productions quantities.
To date, the Company has entered into discussions with such companies as
Delco-Remy, General Motors, TRW, Applied Materials, Westinghouse and Allied
Signal and intends to seek to form relationships that can leverage the sales,
marketing and distribution channels as well as manufacturing capabilities of
these organizations to further the commercialization of its technologies.
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Recent Developments
General
During the fiscal year ended September 30, 1995, Chrysler Corporation
continued to fund development efforts for its hybrid-electric car program for
which the Company is developing drive train components.
The Company also participated in several efforts with various commercial
customers to develop new products and product improvements including an improved
performance alternator for commercial vehicles; two electric motors currently
under beta site test and evaluation for potential application in power steering;
and control electronics for a commercial manufacturer of turbines that will
provide power regulation for the turbine which is being developed for potential
application sin alternative fuel vehicles. The Company also developed and
delivered a beta site unit of a control system for computer chip manufacturing
that can increase throughput and provide higher reliability in the manufacturing
process of silicon wafers.
Organizational Developments
In September 1995, the Company restructured its organization with the
formation of two divisions designed to meet the demand to commercialize its
technology. The two divisions are the Technology Division and the Energy Systems
Division.
The Technology Division will continue the Company's research and
development work. It will concentrate on developing advanced technologies
through "integrated products teams" in motors and high speed drives, power
electronics, magnetic bearings and suspension systems and propulsion systems.
The division will continue to manage the current program with Chrysler and
all other research and development contracts currently in the Company's backlog.
In addition, the Company opened a Tucson, Arizona office in May 1996 to develop
products based on the synergism of its magnetic actuation systems and electro-
optics.
The Energy Systems Division was formed to seek to accelerate and expand the
opportunities for the Company's Flywheel Energy Storage (FES) Systems and its
related technology. The new division will concentrate on the product development
and marketing of FES Systems to such markets as utilities, cable television and
telecommunications, where uninterruptible power supplies (UPS) are critical to
maintaining service. Although these markets represent a major opportunity base,
other industrial users will be pursued as well. Power outages can be costly to
many major industries which experience downtime and lost throughput whenever
outages cause production line shut-down. FES System's goal is to provide a cost
effective alternative to battery systems which have limited life and whose
disposal is potentially hazardous to the environment.
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Funded Research and Development
The Company has continued its funded research and development with various
U.S. Government agencies, including NASA projects for flywheel energy storage
system for use in future satellite applications; a magnetostrictively actuated
flaperon to increase rotor thrust capability for helicopter blades which
management believes can also benefit commercial fixed wing aircraft; a
"bottoming cycle" which utilizes heat rejection from the intercooler and exhaust
to enhance the power output and efficiency of gas turbine engines, providing
improved performance with reduced fuel consumption.
The Company is developing potentially cost effective permanent magnet
variable speed drives for auxiliary applications on U.S. Navy Ships that can
integrate high density drive electronics with innovative permanent magnet motors
for hydraulic pump motors, circulating pumps and compressions; a lightweight,
low volume alternator and a high efficiency power electronics drive for the
Army; and a high power density magnetostrictive reaction mass actuator to reduce
vibration and the associated noise emitted by CH-47 helicopter transmissions.
The Company is also working with the Air Force to investigate the use of new
specialty shape memory alloys for use in air foil controls for greater fuel
efficiency; and microfabricated gyroscopes for on-chip control and electronics
for compact guidance and navigation systems.
Commercialization
The Company intends to continue directing its commercialization efforts in
the following product areas:
Flywheel Energy Storage Systems
By integrating energy-storing flywheels made of high-strength composites
with high-power, permanent magnet motor/generators, the Company has developed
electro-mechanical storage systems that management believes have the potential
to offer practical solutions for mobile and stationary applications. Its
flywheel systems are anticipated to provide extremely high power output and
energy storage in compact packages. Management believes they may be a long-
lasting, light-weight, and environmentally sound alternative to conventional
batteries.
The Company's Flywheel Energy Storage (FES) Systems offer an alternative to
lead acid batteries as uninterruptible power supplies for the telecommunications
industry, including cable television and telephone service providers, which are
required to maintain service during power outages. In addition, these systems
can be used to provide backup for critical industrial processes and machines, as
power supplies for satellites and as energy recovery systems for electric and
hybrid electric vehicle drive trains.
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Motors and High Speed Drives
The Company designs and manufactures high-performance motors and drives
that capitalize on the latest advances in materials and semiconductor technology
to achieve high power density. Its designs are characterized by power densities
as high as 7 hp/lb for the motors and 25 hp/lb for the drive electronics.
Through the use of high-performance materials and careful design of the magnetic
circuits, the Company's electric motors are light-weight and have provided
efficiencies in excess of 97 percent.
The Company's electrical machine designs incorporate innovative cooling and
lubrication techniques to provide reliable high-speed operation. The Company
recently demonstrated an axial gap AC Induction Motor for which it holds a
patent and which offers significant size and weight advantages to such
applications as ship board motors and pumps.
Power Electronics
The Company's high-voltage drives are designed to operate at up to 1000
volts. This helps to maintain the high system efficiencies by using advanced
power semiconductor technology.
The Company has developed proprietary, custom-built hybrid modules based on
advanced power semiconductor technology at a fraction of the weight of
conventional packages. The high-density topology and innovative cooling schemes
utilized allow for higher throughput in smaller, lighter weight packages. These
electronics support the high-speed drive and flywheel product development.
Magnetic Bearings and Suspension Systems
Improvements in magnetic materials and electronic control systems have led
the way to advances in electromagnetic bearings and suspension systems. The
Company has participated in the development of such systems for spacecraft and
ground-based systems. The Company's magnetic bearing systems feature innovative
electromagnetic and permanent magnet actuators and advance digital control
systems. These systems have been developed for both commercial and military
applications.
By injecting electromagnetic forces along a selected bearing axis in
concert with shaft rotation, the magnetic bearings can balance a dynamic
machine, resulting in smooth and quiet operation. Similar principles guide the
application of electromagnetic suspension systems. These automated systems
provide a significant reduction of structure-borne vibration transmittal,
providing either low-vibration machinery operation, low detection, or vibration
isolation. In addition, these systems provide lubrication-free support for
rotating, reciprocating, and stationary systems. Also, through active electronic
control, these systems provide quiet, smooth, and non-contaminating machinery
operation and isolation.
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Propulsion Systems
The Company is producing commercial prototype prime propulsion and
auxiliary power units that combine advanced gas turbine drives with high-speed
electrical alternators. The result is compact, light-weight electrical power
general that can operate on a variety of fuels. This system, called the Turbine
Alternator Unit ("TAU"), integrates a high-speed gas turbine and a highly-
efficient, high-frequency AC induction alternator on the same shaft. With
innovative electrical, structural and thermal design, a TAU can operate at high
speeds, resulting in high power output with reduced system size. These Turbine-
Alternators, which are appropriate for a wide variety of primary or auxiliary
power applications, are expected to operate on a variety of fuels and to offer
attractive power-to-weight benefits compared to conventional power generation
options.
The Company merged into a newly formed Delaware corporation on June 19,
1992. The corporate offices of the Company are located at 161 First Street,
Cambridge, Massachusetts 02142-1221, and its telephone number is (617) 661-0540.
RISK FACTORS
Investment in the Shares involves a high degree of risk. This Prospectus
contains forward-looking statements which involve risks and uncertainties. The
Company's actual results and the timing of certain events could differ
materially from those anticipated by such forward-looking statements as a result
of certain factors discussed in this Prospectus, including the risk factors set
forth below. Prospective investors should carefully consider the information
presented below prior to making any purchase of the Shares.
Uncertainty of Market Acceptance
The Company intends to continue to seek to expand development of its
technologies for use in commercial business applications. However, there can be
no assurance that the Company's planned commercial products will realize market
acceptance or will meet technical demands of potential customers. The Company's
limited commercial marketing efforts to date involve development contracts with
several customers and identification of specific market segments for active
motion control systems. There can be no assurance that the Company's commercial
marketing efforts will be successful in the future. Furthermore, there can be no
assurance that the Company's technologies, in their current form, will be
suitable for specific commercial applications or that further design
modifications, beyond anticipated changes to accommodate different markets, will
not be necessary.
Reliance Upon Significant Customers
During the fiscal year ended September 30, 1995, sales to one customer,
Chrysler Corporation, accounted for approximately 68% of the Company's revenues,
and the Company anticipates that sales to Chrysler Corporation will account for
more than 10% of its revenues for the fiscal year ending September 30, 1996.
While the Company believes its relationship with Chrysler
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Corporation is favorable, the loss of this customer or any significant reduction
in the volume of sales to it would have a material adverse effect on the
Company.
Dependence Upon Government Contracts
Although the Company's goal is to develop applications of its technology
for both commercial and government markets, substantially all of the Company's
revenues generated to date have been from DOD and NASA contracts, subcontracts
and grants, of which a majority has been awarded through the Small Business
Innovation Research Program ("SBIR"). Although management believes that the
majority of its revenues in the future will result from commercial applications
of its technologies, a significant portion of the Company's business in the next
few years will likely continue to involve research and development for the U.S.
Government and its agencies. Consequently, a portion of future revenues may be
subject to funding approval from Congress, which involves political, budgetary
and other considerations over which the Company has no control. To date, the
Company has not been adversely affected by reductions in defense spending. The
Company believes that government funding for areas of the Company's research and
development activities will continue without reduction. However, there can be no
assurance that such funding will not be reduced in the future, which reduction
could materially adversely affect the Company's business. In addition, many of
the Company's U.S. Government contracts may be cancelled at any time by the U.S.
Government with limited or no penalty.
The Company anticipates seeking significant contracts with commercial
customers. There can be no assurance that the Corporation will succeed in
receiving additional commercial contracts or that such contracts, if awarded,
will not be cancelled. The cancellation of any of these contracts would have
material adverse effect on the Company.
No Assurance of Future Profitability
The Company has achieved limited profitability in each of its fiscal years
ending September 30, 1994, 1993, 1992 and 1991 and recorded a loss for the
fiscal year ended September 30, 1995. In order to achieve profitability, the
Company must successfully develop new products for its existing markets, sell
these products to existing and new customers, increase gross margins through
higher volumes and manufacturing efficiencies, control its operating expenses,
and develop and manage its distribution capability. There can be no assurance
that the Company will be profitable in the future.
Risks Relating to Growth and Expansion
Rapid growth of the Company's business, of which there can be no assurance,
may significantly strain the Company's management, operational and technical
resources. If the Company is successful in obtaining rapid market penetration of
its products, the Company will be required to deliver large volumes of quality
products or components to its customers and licensees on a timely basis at a
reasonable cost to the Company. The Company has no experience in
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delivering large volumes of its products and does not have the capacity to meet
wide scale production requirements. There can be no assurance that the Company's
efforts to expand its manufacturing and quality assurance activities will be
successful or that the Company will be able to satisfy commercial scale
production on a timely and cost-effective basis. The Company's success will also
depend, in part, upon its ability to modify its technology and products to meet
end-user requirements. The Company will also be required to continue to improve
its operational, management and financial systems and controls to meet
anticipated growth. Failure to manage growth would have a material adverse
effect on the business of the Company.
Patents and Proprietary Technology
The Company has been awarded eight patents, which expire between 2007 and
2012, and has filed three patent applications with the U.S. Patent and Trademark
Office. The Company's patent and trade secret rights are of material importance
to the Company and its future prospects. No assurance can be given as to the
issuance of additional patents or, if so issued, as to their scope. Patents
granted may not provide meaningful protection from competitors. Even if a
competitor's products were to infringe patents owned by the Company, it would be
costly for the Company to enforce its rights in an infringement action and would
divert funds and resources from the Company's operations. Furthermore, there can
be no assurance that the Company's products will not infringe any patents of
others, although the Company, to date, has not been required to defend its
patents or proprietary information against claims by third parties.
The Company also relies on trade secrets that it seeks to protect, in part,
through confidentiality agreements with employees, consultants and other
parties. There can be no assurance that these agreements will not be breached,
that the Company will have adequate remedies for any breach or that the
Company's trade secrets will not otherwise become known to or independently
developed by competitors. As the Company intends to enforce its patents,
trademarks and copyrights and protect its trade secrets, it may be involved from
time to time in litigation to determine the enforceability, scope and validity
of these rights. Any such litigation could result in substantial cost to the
Company and diversion effort by the Company's management and technical
personnel.
Competition
A number of companies currently compete in the field of noise and vibration
attenuation products, including companies which use magnetic devices to reduce
noise and vibration. To date, the Company has faced only limited competition in
providing research services and prototype development for the DOD and NASA.
Management expects competition to intensify greatly as commercial applications
increase for noise and vibration attenuation products. The Company is aware of
larger and smaller companies entering the market, which may compete with the
Company in the future. Some of the Company's competitors are well established
and have substantial managerial, technical, financial, marketing and product
development resources competitive with, and, in some instances, greater than
those of the Company. There can also be no assurance that
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current and future competitors will not develop new or enhanced technologies
perceived to be superior to those sold or developed by the Company. There can be
no assurance that the Company will be able to compete successfully or continue
to operate profitably in such a competitive environment.
Attraction and Retention of Key Personnel and Dependence Upon Founder
The success of the Company will depend, in large part, upon its ability to
attract, recruit and retain highly qualified scientists, as well as highly
skilled and experienced management and technical personnel. There can be no
assurance that the Company will be able to attract and retain such personnel.
The Company is dependent in particular upon the services of David B. Eisenhaure,
its President and founder. The loss of Mr. Eisenhaure's services would have a
material adverse effect on the Company.
Possible Future Product Liability
The Company may incur product liability due to product failure or improper
use of products by users. The Company currently maintains no product liability
insurance but intends to apply for such insurance in the near future in amounts
it believes will be adequate to fully insure against claims which may be made
against the Company.
Significant Influence by Present Owners
Assuming no exercise of outstanding options or warrants, the Company's
senior management, including its Board of Directors, own approximately 40% of
the then outstanding Common Stock, of which approximately 39% of the outstanding
Common Stock is held by Mr. Eisenhaure. As there is no cumulative voting
provided for in the Company's Certificate of Incorporation, Mr. Eisenhaure will
likely be able to elect the Board of Directors and have significant influence
over the outcome of any issues which may be subject to a vote by the Company's
stockholders.
Possible Volatility of Securities Prices
The markets for equity securities in general, and for those of
manufacturers of high technology products in particular, have been volatile and
the price of the Common Stock in the future could be subject to wide
fluctuations in response to quarterly variations in operating results, news and
product announcements, trading volume, general market trends and other factors.
Possible Issuance of Preferred Stock
The Company is authorized to issue up to 1,000,000 shares of Preferred
Stock, $.01 par value. The Preferred Stock may be issued in one or more series,
the terms of which may be determined at the time of issuance by the Board of
Directors, without further action by stockholders, and may include voting rights
(including the right to vote as a series on particular matters),
11
<PAGE>
preferences as to dividends and liquidation, conversion and redemption rights
and sinking fund provisions. No Preferred Stock is currently outstanding and the
Company has no present plans for the issuance thereof. However, the issuance of
any such Preferred Stock could affect the rights of the holders of Common Stock,
and therefore, reduce the value of the Common Stock. In particular, specific
rights granted to future holders of Preferred Stock could be used to restrict
the Company's ability to merge with or sell its assets to a third party, thereby
preserving control of the Company by present owners and preventing holders of
Common Stock from realizing a premium on their shares and may adversely affect
the voting power of holders of the Common Stock. See "Description of
Securities."
Issuance of Additional Common Stock
The Company has authorized 10,000,000 shares of Common Stock, $.01 par
value, of which 7,349,774 shares are issued and outstanding as of the date
hereof. The Company's Board of Directors has authority, without action or vote
of the stockholders, to issue all or part of the authorized but unissued shares.
Any such issuance will dilute the percentage ownership interest of stockholders
and may further dilute the book value of the Common Stock. See "Description of
Securities."
Substantial Shares of Common Stock Reserved
The Company has reserved for issuance 94,611 shares of Common Stock to
employees, officers and directors pursuant to options granted in 1987. The
Company has also reserved 450,000 shares of Common Stock for issuance to
employees, officers and directors pursuant to the Company's 1992 Stock Option
Plan (the "1992 Plan"), of which options to purchase up to 364,928 shares of
Common Stock have been issued as of the date of this Prospectus. In addition,
the Company has reserved for issuance 300,000 shares of Common Stock to
employees, officers and directors pursuant to the Company's 1994 Stock Option
Plan (the "1994 Plan"), of which options to purchase up to 280,499 shares of
Common Stock have been issued as of the date of this Prospectus. The Company has
also sold warrants to the underwriter of its IPO to purchase up to 150,000
shares of Common Stock at a price of $8.25 per share (the "JLR Warrants") and to
acquire 150,000 Redeemable Warrants at $.165 per Redeemable Warrant, each
Redeemable Warrant exercisable to purchase one share of Common Stock at $11.55
per share. The existence of JLR Warrants, the outstanding options and other
options which may be issued under the 1992 Plan and the 1994 Plan may prove to
be a hindrance to future financing by the Company. In addition, exercise of
options held by the Company's employees or others and exercise of the JLR
Warrants may further dilute the interest of the persons purchasing the Common
Stock offered hereby. Further, the holders of such options and warrants may
exercise them at a time when the Company would otherwise be able to obtain
additional equity capital on terms more favorable to the Company. See
"Description of Securities."
12
<PAGE>
Sales Pursuant to Rule 144
Of the 7,349,774 shares issued and outstanding, 3,473,066 shares of Common
Stock currently outstanding are "restricted securities" as that term is defined
under Rule 144 of the Act. Ordinarily, under Rule 144, a person holding
restricted securities for a period of two years may, every three months, sell in
ordinary brokerage transactions or in transactions directly with a market maker
an amount equal to the greater of one percent of the Company's then outstanding
Common Stock or the average weekly trading volume during the four calendar weeks
prior to such sale. Sales of Common Stock pursuant to Rule 144 may have a
depressive effect on the market price of the Common Stock. Rule 144 also permits
sales by a person who is not an affiliate of the Company and who has satisfied a
three-year holding period without volume limitation.
No Dividends
The Company has paid no dividends to its stockholders since its inception
and does not plan to pay dividends in the foreseeable future. The Company
intends to reinvest earnings, if any, in the development and expansion of its
business. See "Description of Securities - Dividend Policy."
USE OF PROCEEDS
The Company will receive no part of the proceeds of any sale or
transactions made by the Selling Shareholders. The Company has agreed to assume
all of the costs and fees relating to the registration of the shares of Common
Stock covered by this Prospectus. The Company will not pay any discounts,
concessions or commissions payable to underwriters, dealers or agents incident
to the offering of the shares of Common Stock covered by this Prospectus.
13
<PAGE>
SELLING SECURITY HOLDERS
The following table sets forth, as of June 11, 1996, the Selling Security
Holders, the amount of shares beneficially owned prior to the Offering, the
number of shares of Common Stock offered hereby, and the amount of shares
beneficially owned after the offering (assuming sale of all shares of Common
Stock being offered hereby.) The Selling Security Holders are registering the
Shares to provide collateral for personal purposes and have no immediate intent
to sell the Shares.
<TABLE>
<CAPTION>
========================================================================================================================
Common Stock
Common Stock Beneficially Owned
Relationship with Beneficially Owned Common Stock After Completion
Selling Stockholder the Company Prior to Offering Being Offered of Offering(1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David B. President, Chief
Eisenhaure(2) Executive Officer 2,951,518 2,856,824 94,694
and Chairman of
the Board
- ------------------------------------------------------------------------------------------------------------------------
Michael C. Vice President,
Turmelle(3) Chief Financial 125,444 79,028 46,416
Officer, Secretary
and Director
========================================================================================================================
</TABLE>
(1) Assumes all of the Shares have been sold as of the completion of this
offering.
(2) Includes (a) an option to purchase up to 79,028 shares of Common Stock at
an exercise price of $0.25 per share pursuant to an option granted on
February 23, 1987, which vested over a three year period and which expires
on December 31, 1996; (b) an option to purchase up to 9,000 shares of
Common Stock at an exercise price of $12.88 per share pursuant to an option
granted on February 7, 1994, which vested immediately and which expires on
February 6, 2004; and (c) 4,400 shares underlying an option to purchase up
to 6,000 shares of Common Stock at an exercise price of $9.25 per share
pursuant to an option granted on January 30, 1995, which vests over a three
year period and which expires on January 29, 2005.
(3) Includes (a) an option to purchase up to 30,750 shares of Common Stock at
an exercise price of $5.00 per share pursuant to an option granted on
December 1, 1992, which vested over a three year period and which expires
on November 30, 2002; (b) an option to purchase up to 9,000 shares of
Common Stock at an exercise price of $12.88 per share pursuant to an option
granted on February 7, 1994, which vested immediately and which expires on
February 6, 2004; and (c) 6,666 shares underlying an option to purchase up
to 10,000 shares of Common Stock at an exercise price of $9.25 per share
pursuant to an option granted on January 30, 1995, which vests over a three
year period and which expires on January 29, 2005.
14
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock covered hereby may be offered and sold from time
to time by the Selling Security Holders. The Selling Security Holders will act
independently of the Company in making decisions with respect to the timing,
market, or otherwise at prices related to the then current market price or in
negotiated transactions.
The Common Stock covered by this Prospectus may be sold by the Selling
Security Holders in one or more transactions on NASDAQ/NMS or otherwise at
market prices then prevailing or in privately negotiated transactions. The sale
of the Shares being offered hereby, when made, will be made through customary
brokerage channels either through broker-dealers acting as agents or brokers for
the Selling Security Holders or through broker-dealers acting as principals who
may then resell the Shares on NASDAQ/NMS or otherwise, or by private sales on
NASDAQ/NMS or otherwise, at negotiated prices related to prevailing market
prices at the time of the sales, or by a combination of such methods of
offering. Thus, the period of the distribution of such securities may occur over
an extended period of time. The Selling Security Holders may effect these
transactions by selling Shares to or through broker-dealers or by pledges of the
Shares to broker-dealers who may, from time to time, themselves effect
distributions of the Shares or interests therein in their capacity as broker-
dealers. In effecting sales, broker-dealers engaged by the Selling Security
Holders may arrange for other broker-dealers to participate. Usual and customary
or specifically negotiated brokerage fees or commissions may be paid by the
Selling Security Holders in connection with such sales.
The Selling Security Holders and any broker-dealer who acts in connection
with the sale of Shares hereunder may be deemed to be "underwriters" as that
term is defined in the Securities Act of 1933, as amended (the "Securities
Act"), and any commission received by them and profit on any resale of the
Shares as principal might be deemed to be underwriting discounts and commissions
under the Securities Act. In addition, any Shares covered by this Prospectus
which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Prospectus. The Selling Security Holders will pay or
assume brokerage commissions or underwriting discounts incurred in connection
with the sale of their Shares, which commissions or discounts will not be paid
or assumed by the Company. The Company will not receive any part of the proceeds
of any sale of Common Stock by the Selling Security Holders.
The Company has advised the Selling Security Holders that during such time
as they may be engaged in a distribution of Common Stock included herein they
are required to comply with Rules 10b-6 and 10b-7 under the Exchange Act (as
those Rules are described in more detail below) and, in connection therewith,
that they may not engage in any stabilization activity, except as permitted
under the Exchange Act, are required to furnish each broker-dealer through which
Common Stock included herein may be offered copies of this Prospectus, and may
not bid for or purchase any securities of the Company or attempt to induce any
person to purchase any securities except as permitted under the Exchange Act.
The Selling Security holders have agreed to inform the Company when the
distribution of the shares of Common Stock included herein is completed.
15
<PAGE>
Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.
This offering will terminate on the date on which all Shares have been sold
by the Selling Security Holders.
RECENT DEVELOPMENTS
No material changes in the Company's affairs have occurred since September
30, 1995 which have not been described in the Company's Quarterly Reports on
Form 10-Q or on a Current Report on Form 8-K.
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue up to 10,000,000 shares of Common Stock,
$.01 par value, of which 7,349,774 are currently issued and outstanding. The
following summary description of the Common Stock is qualified in its entirety
by reference to the Company's Certificate of Incorporation, as amended.
The holders of Common Stock are entitled to one vote for each share held of
record on each matter submitted to a vote of stockholders. There is no
cumulative voting for election of directors. Subject to the prior rights of any
series of Preferred Stock which may from time to time be outstanding, holders of
Common Stock are entitled to receive ratably such dividends as may be declared
by the Board of Directors out of funds legally available therefor, and, upon the
liquidation, dissolution or winding up of the Company, are entitled to share
ratably in all assets remaining after payment of liabilities and payment of
accrued dividends and liquidation preference on the Preferred Stock, if any.
Holders of Common Stock have no preemptive rights and have no rights to convert
their Common Stock into any other securities. The outstanding Common Stock is,
and the Common Stock to be outstanding upon completion of the Offering will be,
validly issued, fully paid, and nonassessable.
16
<PAGE>
Preferred Stock
The Company is authorized to issue up to 1,000,000 shares of Preferred
Stock, $.01 par value (the "Preferred Stock"). The Preferred Stock may be issued
in one or more series, the terms of which may be determined at the time of
issuance by the Board of Directors, without further action by stockholders, and
may include voting rights (including the right to vote as a series on particular
matters), preferences as to dividends and liquidation, conversion, redemption
rights, an sinking fund provisions.
No shares of Preferred Stock will be outstanding as of the closing of the
offering and the Company has no present plans for the issuance thereof. The
issuance of any such Preferred Stock could reduce the rights, including voting
rights, of the holders of Common Stock, and, therefore, reduce the value of the
Common Stock. In particular, specific rights granted to future holders of
Preferred Stock could be used to restrict the Company's ability to merge with or
sell its assets to a third party, thereby preserving control of the Company by
existing management.
Limitation of Officers' and Directors' Liabilities Under Delaware Law
In accordance with Delaware law, the Company's Certificate of Incorporation
eliminates in certain circumstances the liability of directors of the Company
for monetary damages for breach of their fiduciary duty as directors. This
provision does not eliminate the liability of a director (i) for a breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions by the director not in good faith or which involve intentional
misconduct or a knowing violation of law (iii) for a willful or negligent
declaration of an unlawful dividend, stock purchase or redemption or (iv) for
transactions from which the director derived an improper personal be nefit.
In addition, the Company's Bylaws include provisions to indemnify its
officers and directors and other persons against expenses, judgments, fines and
amounts paid in settlement in connection with threatened, pending or completed
suits of proceedings against such persons by reason of serving or having served
as officers, directors or in other capacities, except in relation to matters
with respect to which such persons shall be determined not to have acted in good
faith, unlawfully or in the best interests of the Company. With respect to
matters as to which the Company's officers and directors and others are
determined to be liable for misconduct or negligence in the performance of their
duties, the Company's Bylaws provide for indemnification only to the extent that
the Company determines that such person acted in good faith and in a manner not
opposed to the best interests of the Company.
However, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the Company pursuant to Delaware state law, as well as the foregoing charter and
bylaw provisions, the Company has been informed that in the opinion of the
Commission, such indemnification as it relates to federal securities laws is
against public policy, and therefore, unenforceable.
17
<PAGE>
Further, insofar as limitation of liabilities may be so permitted pursuant
to Delaware state law, as well as the foregoing charter and bylaw provisions,
such limitation of liabilities does not apply to any liabilities arising under
federal securities laws.
Dividend Policy
The Company has not paid dividends on its Common Stock since its inception
and has no intention of paying any dividends to its stockholders in the
foreseeable future. The Corporation intends to reinvest earnings, if any, in the
development and expansion of its business. Any declaration of dividends in the
future will be at the election of the Board of Directors and will depend upon
the earnings, capital requirements and financial position of the Corporation,
general economic conditions, requirements of any bank lending arrangements which
may then be in place and other pertinent factors.
LEGAL OPINION
Certain legal matters relating to the Common Stock offered hereby will be
passed upon for the Company by O'Connor, Broude & Aronson, 950 Winter Street,
Waltham, Massachusetts 02154. Certain attorneys in the firm of O'Connor, Broude
& Aronson hold options which expire on March 1, 1997 to purchase up to 10,375
shares of Common Stock at a price of $5.25 per share.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1995 have been so incorporated in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of said firm as experts
in auditing and accounting. Such financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
18
<PAGE>
================================================================================
No dealer, salesman or any other person has been authorized in connection with
this Offering to give any information or to make any representations other than
those contained in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any jurisdiction in
which such offer or solicitation is not authorized or in which the person making
such offer a solicitation is not qualified to do so or to any person to whom it
is unlawful to make such an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the circumstances of the Company or
the facts herein set forth since the date hereof.
-----------------
TABLE OF CONTENTS
Page
----
Available Information .................................................. 2
Incorporation by Reference
of Certain Information ............................................... 3
The Company ............................................................ 4
Risk Factors ........................................................... 8
Use of Proceeds ........................................................ 13
Selling Security Holders ............................................... 14
Plan of Distribution ................................................... 15
Recent Developments .................................................... 16
Description of Securities .............................................. 16
Legal Opinion .......................................................... 18
Experts ................................................................ 18
================================================================================
================================================================================
SATCON TECHNOLOGY
CORPORATION
2,935,852 Shares of Common Stock
------------------
PROSPECTUS
------------------
June __, 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemization of all expenses (subject to future
contingencies) incurred or expected to be incurred by the Company in connection
with the issuance and distribution of the Shares begin offered hereby other than
undewriting discounts and commisson (items marked with an asterisk (*)
respresent estimated expenses):
<TABLE>
<CAPTION>
<S> <C>
SEC Filing Fee. . . . . . . . . . . . . $ 9,237.80
Legal Fees. . . . . . . . . . . . . . . $ 5,000.00
Accounting Fees . . . . . . . . . . . . $ 3,000.00
-----------
TOTAL. . . . . . . . . . . . . . . $ 17,237.80
===========
</TABLE>
Item 15. Indemnification of Officers and Directors
Delaware General Corporation Law, Section 102(b)(7), enables a corporation
in its original certificate of incorporation or an amendment thereto validly
approved by stockholders to eliminate or limit personal liability of members of
its Board of Directors for violations of a director's fiduciary duty of care.
However, the elimination or limitation shall not apply where there has been a
breach of the duty of loyalty, failure to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which was deemed illegal or obtaining an improper
personal benefit. The Company's Certificate of Incorporation includes the
following language:
"To the maximum extent permitted by Section 102(b)(7) of the General
Corporation Law of Delaware, a director of this Corporation shall not be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit."
Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect to
any matter in which the director or officer acted in good faith and in a manner
he reasonably believed to be not opposed to the best interests of the Company,
II-1
<PAGE>
and, with respect to any criminal action, he had reasonable cause to believe his
conduct was lawful. The Bylaws of the Company include the following provision:
"Reference is made to Section 145 and any other relevant provisions to
the General Corporation Law of the State of Delaware. Particular reference
is made to the class of persons, hereinafter called "Indemnitees," who may
be indemnified by a Delaware corporation pursuant to the provisions of such
Section 145, namely, any person or the heirs, executors, or administrators
of such person, who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the
fact that such person is or was a director, officer, employee, or agent of
such corporation or is or was serving at the request of such corporation as
a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise. The Corporation
shall, and is hereby obligated to , indemnify the Indemnitees, and each of
them, in each and every situation where the Corporation is obligated to
make such indemnification pursuant to the aforesaid statutory provisions.
The Corporation shall indemnify the Indemnitees, and each of them, in each
and every situation where, under the aforesaid statutory provisions, the
Corporation is not obligated, but is nevertheless permitted or empowered,
to make such indemnification, it being understood that, before making such
indemnification with respect to any situation covered under this sentence,
(i) the Corporation shall promptly make or cause to be made, by any of the
methods referred to in Subsection (d) of such Section 145, a determination
as to whether each Indemnitee 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 the case of any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful, and (ii) that no
such indemnification shall be made unless it is determined that such
Indemnitee 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 the
case of any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful."
Item 16. Exhibits
(a) See Exhibit Index included immediately preceding the Exhibits to this
Registration Statement, which is incorporated herein by reference.
Item 17. Undertakings
(a) 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;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that 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.
(b) The undersigned Registrant hereby undertakes to provide to the
Underwriter at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriter to permit prompt delivery to each purchaser.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer, or controlling person of
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, 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 Act and will be governed by the final
adjudication of such issue.
(d) The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of the registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement
II-3
<PAGE>
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-4
<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, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the
13th day of June, 1996.
SATCON TECHNOLOGY CORPORATION
By: /s/ David B. Eisenhaure
----------------------------------------
David B. Eisenhaure, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ David B. Eisenhaure Chairman of the Board of Directors, June 13, 1996
- ------------------------- President and Principal Executive
David B. Eisenhaure Officer
/s/ Michael C. Turmelle Treasurer, Vice President, June 13, 1996
- ------------------------- Chief Financial Officer and
Michael C. Turmelle Director (Principal Financial
Officer)
- ------------------------- Director June 13, 1996
Marshall J. Armstrong
- ------------------------- Director June 13, 1996
James L. Kirtley, Jr.
/s/ John P. O'Sullivan Director June 13, 1996
- -------------------------
John P. O'Sullivan
/s/ William E. Stanton Director June 13, 1996
- -------------------------
William E. Stanton
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially Numbered
Number Description of Exhibit Page Number
- ------ ---------------------- ---------------------
5 - Opinion Letter of O'Connor, Broude
& Aronson as to legality of shares
being registered
23a - Consent of Coopers & Lybrand L.L.P.
dated June 11, 1996
23b - Consent of O'Connor, Broude
& Aronson (contained in Opinion
filed as Exhibit 5)
The following exhibits required to be filed herewith are incorporated by
reference to the filings previously made by the Company as noted below (the
reference in parenthesis at the end of an Exhibit indicates the number of the
Exhibit as it was filed in the document referenced below):
Exhibit
Number Description of Exhibit
- ------ ----------------------
*1a - Form of Underwriting Agreement (1a)
*1b - Form of Selected Dealers Agreement (1b)
2 - Not applicable
*3a(1) - Certificate of Incorporation (3a1)
*3b - Bylaws (3b)
*3c - Form of Articles of Merger, dated June 15, 1992, filed
with the Secretary of State of Delaware regarding the
merger of SatCon Technology Corporation (Massachusetts)
into the Company (3c)
*3d - Articles of Merger, dated June 19, 1992 filed, with the
Secretary of State of the Commonwealth of Massachusetts
re-
<PAGE>
garding the merger of SatCon Technology Corporation
(Massachusetts) and the Company (3d)
Exhibit
Number Description of Exhibit
- ------ ----------------------
*4a - Specimen Stock Certificate (4a)
*4b - Specimen Warrant Certificate (4b)
*4c - Form of Warrant to be issued to the Underwriter (4c)
*4d - Form of Warrant Agreement between the Company and
Continental Stock Transfer and Trust Company (includes
Specimen Warrant Certificate) (4d)
6 - Not applicable
7 - Not applicable
8 - Not applicable
9 - Not applicable
*10a - $250,000 non-revolving commitment and $75,000 time note,
dated as of April 16, 1992, together with an extension
letter dated as of June 29, 1992, by and between the
Company and and BayBank (10a)
*10b - Lease, dated as of February 1, 1990, by and between the
Massachusetts Institute of Technology, as Lessor, and the
Company, as Lessee (10b)
*10c - Form of Employment Agreement, to be executed by each of
David B. Eisenhaure, Michael C. Turmelle, Alfred D. Hoch
and Richard L. Hockney (10c)
*10d - Form of Consulting Agreement, by and between the Company
and each of its consultants (10d)
*10e - Form of Confidentiality Agreement, by and between the
Company and each of its employees (10e)
<PAGE>
Exhibit
Number Description of Exhibit
- ------ ----------------------
*10f - Contract No. NAS8-38418, dated as of August 28, 1989, by
and between the Company and NASA, George C. Marshall Space
Flight Center, and amendment thereto (10f)
*10g - Contract No. N61533-88-C-0003, dated as of January 21,
1988, by and between the Company and the David Taylor
Research Center (10g)
*10h - Procurement Instrument I.D. No. F04611-89-C-0009, dated as
of June 15, 1989, by and between the Company and Edwards
Air Force Base, and amendment thereto (10h)
*10i - 1992 Stock Option Plan (10i)
10j - [Deleted]
*10k - Form of Consulting Agreement by and between the Company
and Josephthal Lyon & Ross Incorporated (10k)
**10l - Form of Employment Agreement executed by William E.
Stanton (10l)
**10m - Form of Sublease Agreement, dated as of October 12, 1993,
by and between Lotus Development Corporation, as Sub-
landlord, and the Company, as Subtenant (10m)
**10n - Form of Lease, dated October 1993, by and between Gunwyn/
First Street Limited Partnership, as Landlord, and the
Company, as Tenant (10n)
**10o - Subcontract No. 9770-A-0012, dated as of October 5, 1992,
by and between Itek Optical Systems and the Company, and
amend-ment thereto(10o)
***10p - Form of loan documents, dated as of December 7, 1993,
between the Company and First NH Bank (10p)
****10q - 1994 Stock Option Plan
<PAGE>
Exhibit
Number Description of Exhibit
- ------ ----------------------
*****10r - Credit Agreement and Demand Promissory Note,
dated January 13, 1995, executed in connection with the
$3,000,000 line of credit.
11 - Computation of Net Income (Loss) Per Share (11)
12 - Not applicable
13 - Not applicable
14 - Not applicable
15 - Not applicable
16 - Not applicable
17 - Not applicable
18 - Not applicable
19 - Not applicable
20 - Not applicable
21 - Not applicable
22 - Not applicable
23 - Not applicable
*24c - Consent of William E. Stanton (24c)
*25 - Power of Attorney (25)
<PAGE>
- ----------
* Previously filed as an Exhibit to the Company's Form S-1 Registration
Statement (No. 33-49286), declared effective by the Securities and
Exchange Commission on November 12, 1992 and incorporated by reference
herein.
** Previously filed as an Exhibit to the Post-Effective Amendments to the
Company's Form S-1 Registration Statement (No. 33-49286), declared
effective by the Securities and Exchange Commission on November 13,
1993 and incorporated by reference herein.
*** Previously filed as an Exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1993.
**** Previously filed as an Exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994.
***** Previously filed as an Exhibit to the Company's Quarterly Report on
Form 10-K for the fiscal year ended December 31, 1994.
<PAGE>
Exhibit 5
June 13, 1996
Board of Directors
SatCon Technology Corporation
161 First Street
Cambridge, Massachusetts 02142
Re: SatCon Technology Corporation
-----------------------------
Gentlemen:
This firm represented SatCon Technology Corporation, a Delaware corporation
(hereinafter called the "Corporation"), in connection with the proposed public
offering described below.
In our capacity as securities counsel to the Corporation, we are familiar
with the Certificate of Incorporation of the Corporation. We are also familiar
with the corporate proceedings taken by the Corporation in connection with the
preparation and filing of the Corporation's Registration Statement on Form S-3
(the "Registration Statement") thereto covering a public offering by the
Corporation of 2,935,852 shares of its Common Stock, $.01 par value per share
(the "Common Stock"), held by David Eisenhaure and Michael Turmelle, the
President and Vice President, respectively, of the Corporation (the "Options").
Based upon the foregoing, we are of the opinion that:
1. The Corporation is duly organized and validly existing under the laws
of the State of Delaware.
2. The Shares are legally issued, fully paid and non-assessable.
<PAGE>
Board of Directors
Re: SatCom Technology Corporation
-----------------------------
June 13, 1996
Page 2
This opinion is provided solely for the benefit of the addressee hereof and
is not to be relied upon by any other person or party. Nevertheless, we hereby
consent to the use of this opinion and to all references to our firm in or made
part of the Registration Statement.
Very truly yours,
O'CONNOR, BROUDE & ARONSON
By: /s/ Neil H. Aronson
---------------------------------
Neil H. Aronson
NHA:ACB:tav
<PAGE>
Exhibit 23(a)
-------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
SatCon Technology Corporation on Form S-3, to register 2,935,852 shares of
common stock per our report, dated December 1, 1995, on our audits of the
financial statements of SatCon Technology Corporation as of September 30, 1994
and 1995 and for the years ended September 30, 1993, 1994 and 1995, which report
is included in the Company's 1995 Annual Report on Form 10-K.
We also consent to the reference to our Firm in the Registration Statement under
the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 11, 1996
