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As filed with the Securities and Exchange Commission
on July 12, 1996
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SATCON TECHNOLOGY CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 04-2857552
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
161 First Street, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
1996 STOCK OPTION PLAN
(Full title of the Plan)
David B. Eisenhaure, President
SatCon Technology Corporation
161 First Street
Cambridge, Massachusetts 02142
(Name and address of agent for service)
(617) 661-0540
(Telephone number, including area code, of agent for service)
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Proposed Proposed Amount of
Securities to Amount to Maximum Offering Maximum Aggregate Registration
be Registered be Registered Price Per Share (1) Offering Price (1) Fee
- -- ---------- -- ---------- ----- --- ----- --- -------- ----- --- ---
Common Stock, 300,000 $8.625 $2,587,500 $892
$.01 par value shares -------- ---------- -------
_____________________________________________________________________________________
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933 on
the basis of the average of the bid and asked prices of SatCon Technology
Corporation's Common Stock, $.01 par value per share, on the Nasdaq
National Market System on July 8, 1996 as $8.625.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to all employees of SatCon Technology Corporation (the "Registrant")
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents, which are filed with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:
(1) The Registrant's latest annual report filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or the latest prospectus filed pursuant to Rule
424(b), or otherwise, under the Securities Act that contains audited
financial statements for the registrant's latest fiscal year for which such
statements have been filed.
(2) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.
(3) The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), contained in a Registration Statement
filed under the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all shares of common stock
offered hereby have been sold or which deregisters all shares of common stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
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Item 6. Indemnification
---------------
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. 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 that is 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 Laws of Delaware, a director of this corporation shall not be
personally liable to the corporation of its stockholders for monetary
demands 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 of 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, and,
with respect to any criminal action, 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 of 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
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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 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."
In addition, Section 145 permits the Company to purchase and maintain insurance
on behalf of any officer, director, employee and agent of the Company or any
person serving at the request of the Company as an officer, director, employee
or agent of another corporation serving as described above whether or not the
Company would have the power to indemnify him under Section 145. The Company has
a directors and officers liability policy that insures the Company's officers
and directors against certain liabilities.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. Undertakings
------------
1. The Registrant hereby undertakes:
(a) 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;
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(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;
provided, however that paragraphs (i) and (ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. 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 Section 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 the Registration Statement 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 in the initial bona fide offering thereof.
3. 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 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 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
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts on the 9th
day of July, 1996.
SATCON TECHNOLOGY CORPORATION
By: /s/David B. Eisenhaure
--------------------------
David B. Eisenhaure
Chairman of the Board of
Directors, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of SatCon Technology Corporation
hereby severally constitute David B. Eisenhaure, Michael C. Turmelle and Jeffrey
N. Carp, Esq., and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable SatCon Technology Corporation to comply with
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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Signature Title
- --------- -----
/s/David B. Eisenhaure Chairman of the Board, )
- ----------------------- Chief Executive Officer )
David B. Eisenhaure and President (principal )
executive officer) )
)
)
)
)
/s/James L. Kirtley, Jr. Director )
- ------------------------- )
James L. Kirtley, Jr. )
)
)
)
)
/s/John P. O'Sullivan Director )
- ----------------------- )
John P. O'Sullivan )
)
) July 9, 1996
)
)
/s/William E. Stanton Director )
- ---------------------- )
William E. Stanton )
)
)
)
)
/s/Marshall J. Armstrong Director )
- ------------------------ )
Marshall J. Armstrong )
)
)
)
)
/s/Michael C. Turmelle Director, Treasurer )
- ---------------------- and Vice President of )
Michael C. Turmelle Finance (principal )
financial officer and )
principal accounting )
officer) )
)
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Exhibit Index
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Exhibit
Number Description Page
------- ----------- ----
5 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in Exhibit 5) --
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (see page 6 of this --
Registration Statement)
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Exhibit 5
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July 11, 1996
--
SatCon Technology Corporation
161 First Street
Cambridge, MA 02142
Re: 1996 Stock Option Plan
----------------------
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 300,000 shares of Common Stock, $.01 par value per share
(the "Shares"), of SatCon Technology Corporation, a Delaware corporation (the
"Company"), issuable under the Company's 1996 Stock Option Plan (the "Plan").
We have examined the Certificate of Incorporation of the Company, as
amended, the By-Laws of the Company, as amended, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings and
actions by written consent of the directors and stockholders of the Company, the
Registration Statement and such other documents relating to the Company as we
have deemed material for the purposes of this opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/Hale and Dorr
HALE AND DORR
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Exhibit 23.2
- ------------
Consent of Coopers & Lybrand
----------------------------
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Satcon Technology Corporation on Form S-8, to register 300,000 shares of common
stock, of our report dated December 1, 1995, on our audits of the financial
statements of Satcon Technology Corporation as of September 30, 1995 and 1994
and for the years ended September 30, 1995, 1994 and 1993, which report is
included in the Company's 1995 Annual Report on Form 10-K.
Boston, Massachusetts
July 8, 1996
