<PAGE>
As filed with the Securities and Exchange Commission on October 15, 1997
Registration Statement No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3
______________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
SATCON TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
______________________
DELAWARE 04-2857552
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
161 FIRST STREET
CAMBRIDGE, MASSACHUSETTS 02142-1221
(617) 661-0540
(Address, including zip code, and
telephone number, including area code,
of registrant's principal
executive offices)
______________________
DAVID B. EISENHAURE
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
SATCON TECHNOLOGY CORPORATION
161 FIRST STREET
CAMBRIDGE, MASSACHUSETTS 02142-1221
(617) 661-0540
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
COPY TO:
JEFFREY N. CARP, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] 333-_______.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] 333-__________.
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed Proposed
Title of Each Class of Amount Maximum Maximum
Securities to be Registered to be Offering Price Aggregate Amount of
Registered Per Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 303,882 (1) $13.25 (2) $4,026,437 (2) $1,221
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</TABLE>
(1) Consists of 151,941 shares of Common Stock issuable upon exercise of
warrants at an exercise price of $8.25 per share and 151,941 shares of
Common Stock issuable upon exercise of redeemable warrants at an exercise
price of $11.55 per share.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act and based upon the average of the
high and low prices on the Nasdaq National Market on October 8, 1997.
______________________
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
SHALL DETERMINE.
================================================================================
<PAGE>
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 OCTOBER 15, 1997
PROSPECTUS
SATCON TECHNOLOGY CORPORATION
303,882 SHARES OF COMMON STOCK
_____________________
This prospectus covers the offer and sale (the "Offering") of 303,882
shares of common stock, $.01 par value per share (the "Common Stock"), of SatCon
Technology Corporation (the "Company"), issuable upon exercise of warrants by
certain warrantholders of the Company (the "Selling "Securityholders"). See
"The Selling Securityholders."
An aggregate of 151,941 shares of Common Stock that may be sold in the
Offering are issuable upon exercise of warrants (the "Purchase Warrants"), at an
exercise price of $8.25 per share, issued by the Company to the underwriter (the
"Underwriter") in connection with the Company's initial public offering in
November 1992 (the "IPO"). The remaining 151,941 shares of Common Stock that
may be sold in the Offering are issuable upon exercise of redeemable warrants
(the "Redeemable Warrants" and, together with the Purchase Warrants, the
"Securities"), at an exercise price of $11.55 per share, issued by the Company
to the Underwriter in connection with the Company's IPO. Subsequent to the IPO,
the Securities were assigned to the Selling Securityholders.
The Company will not receive any of the proceeds from the sale of the
Securities covered by this Prospectus. The Company will bear all costs
(excluding fees and expenses of the Selling Securityholders' counsel and any
underwriting or selling commissions), fees and expenses incurred in effecting
the registration of the Securities covered by this Prospectus, including,
without limitation, the Company's legal and accounting fees, printing expenses,
blue sky fees and expenses.
The Securities covered by this Prospectus may be sold from time to time by
the Selling Securityholders in the over-the-counter market, through the writing
of options on the Securities, in ordinary brokerage transactions, in negotiated
transactions, or otherwise, at market prices prevailing at the time of sale or
at negotiated prices. See "Plan of Distribution."
The Selling Securityholders and intermediaries through whom the Securities
are sold may be deemed "underwriters" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the Securities
offered hereby, and any profits realized or commissions received may be deemed
underwriting compensation. The Company and the Selling Securityholders have
agreed to certain indemnification arrangements with respect to the Offering.
See "Plan of Distribution."
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "SATC." On October 14, 1997, the closing sale price of the Common
Stock on the Nasdaq National Market was $13.875 per share.
<PAGE>
______________________
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 6.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is October __, 1997.
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<PAGE>
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 may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the Commission's regional offices
located at Seven World Trade Center, Suite 1300, New York, New York 10048, and
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials also may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, the Company is required to file electronic
versions of these documents through the Commission's Electronic Data Gathering,
Analysis and Retrieval system (EDGAR). The Commission maintains a World Wide
Web site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments, supplements, exhibits and schedules thereto,
the "Registration Statement") under the Securities Act, with respect to the
Securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, as certain items are
omitted in accordance with the rules and regulations of the Commission. For
further information pertaining to the Company and the Securities, reference is
made to such Registration Statement. Statements contained in this Prospectus
regarding the contents of any agreement or other document are not necessarily
complete, and in each instance reference is made to the copy of such agreement
or document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. The Registration
Statement may be inspected without charge at the office of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part
thereof may be obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year ended
September 30, 1996, filed with the Commission on December 30,
1996;
(ii) The Company's Current Report on Form 8-K dated January 23, 1997,
filed with the Commission on January 24, 1997;
(iii) The Company's Proxy Statement for the Annual Meeting of
Stockholders held on February 26, 1997, filed with the
Commission on January 27, 1997;
(iv) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1996, filed with the Commission on February
14, 1997;
(v) The Company's Current Report on Form 8-K dated April 16, 1997,
filed with the Commission on April 30, 1997;
(vi) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, filed with the Commission on May 15, 1997;
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<PAGE>
(vii) The Company's Current Report on Form 8-K dated May 28, 1997 and
the amendment thereto, filed with the Commission on June 11,
1997 and June 30, 1997, respectively;
(viii) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, filed with the Commission on August 14,
1997; and
(ix) The Company's Registration Statement on Form 8-A, filed with
the Commission on November 6, 1992.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Securities registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). All such requests shall be
directed to: SatCon Technology Corporation, 161 First Street, Cambridge,
Massachusetts 02142-1221, Attention: Investor Relations Department, Telephone
(617) 661-0540.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this Prospectus and in the documents incorporated
herein constitute "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 2B of the Exchange Act. For this purpose, any
statements contained herein or incorporated herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words "believes," "plans," "expects" and similar
expressions are intended to identify forward-looking statements. There are a
number of important factors that could cause the results of the Company to
differ materially from those indicated by such forward-looking statements. These
factors include those set forth in "Risk Factors" herein.
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<PAGE>
THE COMPANY
SatCon Technology Corporation (the "Company" or "SatCon") was organized as
a Massachusetts corporation in February 1985 and reincorporated in Delaware in
1992. SatCon designs, develops and manufactures intelligent, electro-mechanical
products for aerospace, transportation, industrial, and utility applications.
SatCon's electro-mechanical products are being developed for a wide variety of
U.S. government and commercial markets. For the government, SatCon's electro-
mechanical systems provide for applications ranging from satellite attitude
control to high speed drives for shipboard systems. In the transportation
segment, SatCon is developing electric and hybrid electric drive components,
auxiliary power units, and advanced steering, alternator, and starter/generator
systems. SatCon is working with major equipment producers to develop process
equipment drives, high speed and precision machine tools, manipulators, and
machinery isolation equipment. SatCon's electro-mechanical systems may offer to
the utility industry advantages in power generation, energy storage, and power
quality. In the consumer market, SatCon is developing variable speed motors for
refrigeration equipment and other long-life, high efficiency machinery.
SatCon Technology Corporation's principal executive offices are located at
161 First Street, Cambridge, Massachusetts 02142-1221 and its telephone number
is (617) 661-0540. The Company owns various trademark rights and holds federal
trademark registrations for the Company's name and the SatCon logo. This
Prospectus also includes or incorporates by reference names and marks of
companies other than the Company.
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<PAGE>
RISK FACTORS
An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Accordingly, the following risk factors should be considered
carefully in addition to the other information included or incorporated by
reference in this Prospectus before purchasing shares of Common Stock offered
hereby.
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, identification of specific market segments for active motion
control systems and the continuation of marketing efforts of recently acquired
businesses. 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.
NO ASSURANCE OF DEVELOPMENT AND COMMERCIALIZATION OF PRODUCTS UNDER DEVELOPMENT
A number of the Company's potential products are currently under
development. There are a number of technological challenges that the Company
must successfully address to complete any of its development efforts. Product
development involves a high degree of risk, and returns to investors are
dependent upon successful development and commercialization of such products.
For example, the successful development of a terrestrial flywheel energy storage
system for an uninterrupted power supply by Beacon Power Corporation, a wholly-
owned subsidiary of the Company ("Beacon"), involves significant technological
challenges and will require significant investment in research and development
expenses before the Company and Beacon can determine whether Beacon's
development was successful and whether the resulting product will be accepted by
the marketplace. Many proposed products based on the Company's technologies
will require significant additional research and development. There can be no
assurance that any of the products currently being developed by the Company, or
those to be developed in the future by the Company, will be technologically
feasible or accepted by the marketplace, or that any such development will be
completed in any particular time-frame.
DEPENDENCE UPON GOVERNMENT CONTRACTS
Although the Company's goal is to develop applications of its technology
for both commercial and government markets, a major percentage of the Company's
revenues generated to date have been from Department of Defense (the "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
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<PAGE>
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 a
material adverse effect on the Company.
NO ASSURANCE OF FUTURE PROFITABILITY
The Company has achieved limited profitability in each of its fiscal years
ended September 30, 1994, 1993, 1992 and 1991 and recorded a loss for the fiscal
years ended September 30, 1996 and 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 accomplish these objectives or be profitable in the
future.
RISKS ASSOCIATED WITH ACQUISITION STRATEGY
A component of the Company's business strategy is to seek the acquisition
of businesses, products and technologies that complement or augment the
Company's existing businesses, products and technologies. For example, in
January 1997, the Company acquired K&D Magmotor Corporation ("K&D"), a
manufacturer of custom electric motors targeting the factory automation,
medical, semi-conductor and packaging markets. In April 1997, the Company
acquired substantially all of the assets of Film Microelectronics, Inc. ("FMI"),
a manufacturer and producer of custom integrated circuits for the
communications, industrial, military and aerospace markets. Acquisitions are
difficult to identify and complete for a number of reasons, including
competition among prospective buyers and the need for regulatory approvals,
including antitrust approvals. There can be no assurance that the Company will
be able to successfully identify acquisition candidates or complete future
acquisitions or that the Company will be able to successfully integrate K&D, FMI
or any other acquired business.
In order to finance acquisitions, it may be necessary for the Company to
raise additional funds through public or private financings. Any equity or debt
financings, if available at all, may be on terms which are not favorable to the
Company and, in the case of equity financings, may result in dilution to the
Company's stockholders. There can be no assurance that the Company will be able
to operate acquired businesses profitably or otherwise implement its growth
strategy successfully. The successful combination of companies in a rapidly
changing high technology industry may be more difficult to accomplish than in
other industries. The Company's ability to integrate any newly acquired
entities will require it to continue to improve its operational, financial and
management information systems, and to motivate and effectively manage its
employees. If the Company's management is unable to manage growth effectively,
the quality of the Company's products, its ability to identify, hire and retain
key personnel and its results of operations could be materially and adversely
affected.
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
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<PAGE>
basis at a reasonable cost to the Company. The Company has no experience in
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 currently owns eleven United States patents which expire
between 2007 and 2013. The Company has seventeen patent applications pending
with the U.S. Patent and Trademark Office. As a qualifying small business, the
Company has retained commercial ownership rights to proprietary technology
developed under various U.S. Government contracts and grants, including SBIR
contracts. 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 pursue its rights in an enforcement action and
would divert funds and resources which otherwise could be used in the Company's
operations. Furthermore, there can be no assurance that the Company would be
successful in enforcing intellectual property rights or that the Company may not
infringe patent or intellectual property rights of third parties, although the
Company, to date, has not been required to defend its patents or proprietary
information against claims by third parties.
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 costs to the Company and divert
effort by the Company's management and technical personnel.
In addition to its patent rights, the Company also relies on treatment of
its technology as trade secrets and upon confidential agreements, which all of
its employees are required to execute, assigning to the Company all patent
rights and technical or other information developed by the employees during
their employment with the Company. The Company's employees have also agreed not
to disclose any trade secret or confidential information without the prior
written consent of the Company. Notwithstanding these confidentiality
agreements, there can be no assurances that other companies will not require
information which the Company considers to be proprietary.
RELIANCE UPON SIGNIFICANT CUSTOMERS
During the fiscal years ended September 30, 1996 and 1995, sales to one
customer, Chrysler Corporation ("Chrysler"), accounted for approximately 38% and
68% of the Company's revenues, respectively. During the fiscal year ended
September 30, 1996, Chrysler announced the termination of the Patriot Hybrid
Vehicle Program under which the Company developed drive train components for
Chrysler. There can be no assurances that the Company will receive additional
work from Chrysler or be able to absorb these revenue losses.
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<PAGE>
COMPETITION
A variety of companies compete in each of the areas in which the Company is
developing and selling products. To date, the Company has faced only limited
competition in providing research services and prototype development.
Management expects competition to intensify greatly as commercial applications
increase for its products under development. Some of the Company's competitors
are well established and have substantial managerial, technical, financial,
marketing and product development resources competitive with, and, in the some
instances, greater than those of the Company. Additional companies, both large
and small, are entering the markets in which the Company competes. There can
also be no assurance that 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 successful 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, motivate and retain highly qualified scientists and engineers, as well
as highly skilled and experienced management and technical personnel.
Competition for such personnel is intense and there can be no assurance that the
Company will be successful in attracting, motivating or retaining key personnel.
The Company's success depends to a significant extent upon a number of key
employees, including members of senior management. The loss of the services of
one or more of these key employees could have a material adverse effect on the
Company. The Company is particularly dependent upon the services of David B.
Eisenhaure, its President, Chief Executive Officer, Chairman of the Board and
founder. The loss of Mr. Eisenhaure's services would have a material adverse
effect on the Company's business and results of operations, including its
ability to attract employees and secure and complete additional work.
POTENTIAL PRODUCT LIABILITY
The Company's business exposes it to potential product liability claims
which are inherent in the manufacturing, marketing and sale of electro-
mechanical products, and as such, the Company may face substantial liability for
damages resulting from the faulty design or manufacture of products or improper
use of products by end-users. The Company currently maintains a low level of
product liability insurance and there can be no assurance that this insurance
will provide sufficient coverage in the event of a claim, that the Company will
be able to maintain such coverage on acceptable terms, if at all, or that a
product liability claim would not materially adversely affect the business or
financial condition of the Company.
CONTROL BY DIRECTORS AND OFFICERS
Upon completion of this Offering, the Company's officers and directors, and
their affiliates, will beneficially own approximately 46.4% of the Company's
outstanding Common Stock, of which approximately 32.8% of the outstanding Common
Stock is held by Mr. Eisenhaure. As a practical matter, Mr. Eisenhaure may have
the ability to elect the Company's directors and to determine the outcome of
corporate actions requiring stockholder approval, irrespective of how other
stockholders of the Company may vote. This concentration of ownership may have
the effect of delaying or preventing a change in control of the Company.
POSSIBLE VOLATILITY OF SHARE PRICE
The markets for equity securities in general, and for those of high
technology companies in particular, have been volatile and the market price of
the Company's Common Stock, which is traded
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on the Nasdaq National Market, may be subject to significant fluctuations in
response to operating results, announcements of technological innovations or new
products by the Company or its competitors, patent or proprietary rights
developments and market conditions for high technology stocks in general. In
addition, the stock market in recent years has experienced extreme price and
volume fluctuations that often have been unrelated or disproportionate to the
operating performance of individual companies. These market fluctuations, as
well as general economic conditions, may adversely affect the market price of
the Common Stock. The trading prices of the stocks of many high technology
companies are at or near their historical highs and reflect price/earnings
ratios substantially above historical norms. There can be no assurance that the
trading price of the Common Stock will remain at or near its current level.
POTENTIAL FLUCTUATIONS IN QUARTERLY PERFORMANCE
The Company's quarterly operating results may vary significantly depending
on a number of factors, including the number of government contracts,
subcontracts and grants the Company is able to obtain and the revenues generated
from such contracts, the level of research and development expenses incurred by
the Company and its subsidiaries which go unreimbursed, the size, timing and
shipment of orders from K&D and FMI and general economic conditions. Because
the Company's operating expenses are based on anticipated revenue levels, the
Company's sales cycle for development work is relatively long and a high
percentage of the Company's expenses are fixed for the short term, a small
variation in the timing of recognition of revenue can cause significant
variations in operating results from quarter to quarter.
POSSIBLE ISSUANCE OF PREFERRED STOCK
The Company is authorized to issue up to 1,000,000 shares of Preferred
Stock, $.01 par value per share (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 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, thereby reducing 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 -- Preferred Stock."
ISSUANCE OF ADDITIONAL COMMON STOCK
The Company has authorized 15,000,000 shares of Common Stock, of which
8,769,146 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 -- Common Stock."
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. All of
these options have been exercised. The Company has also reserved 450,000 shares
of Common Stock for issuance to employees, officers, and
-10-
<PAGE>
directors pursuant to the Company's 1992 Stock Option Plan (the "1992 Plan"), of
which options to purchase up to 449,199 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 299,866 shares of Common Stock have been issued as of
the date of this Prospectus. The Company has also reserved for issuance 300,000
shares of Common Stock to employees, officers and directors pursuant to the
Company's 1996 Stock Option Plan (the "1996 Plan"), of which options to purchase
up to 113,000 shares of Common Stock have been issued as of the date of this
Prospectus. The Company has also sold the Purchase Warrants to the Underwriter
of the Company's IPO to purchase, after adjustments, up to 151,941 shares of
Common Stock at a price of $8.25 per share and to acquire 151,941 Redeemable
Warrants at $.165 per Redeemable Warrant, each Redeemable Warrant exercisable to
purchase one share of Common Stock at $11.55 per share. The outstanding options
and other options which may be issued under the 1992 Plan, the 1994 Plan and the
1996 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 Purchase Warrants and the Redeemable 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.
SALES PURSUANT TO RULE 144
Of the 8,769,146 shares issued and outstanding as of the date hereof,
7,521,008 shares of Common Stock currently outstanding are freely tradable
securities. Many of the other currently outstanding shares of Common Stock are
"restricted securities" as that term is defined under Rule 144 of the Securities
Act. Ordinarily, under Rule 144, a person holding restricted securities for a
period of one year 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 (such as Duquesne Enterprises ("Duquesne"))
and who has satisfied a two-year holding period without volume limitation.
The Company issued 30,000, 420,000 and 798,138 shares of Common Stock,
constituting "restricted securities" in connection with the K&D acquisition, the
FMI acquisition and the investment by Duquesne into the Company, respectively.
These shares were issued to K&D, FMI and Duquesne on January 22, 1997, April 11,
1997 and May 28, 1997, respectively.
NO DIVIDENDS
The Company has paid no dividends to its stockholders since its inception
and does not anticipate paying cash dividends in the foreseeable future. The
Company intends to reinvest earnings, if any, in the development and expansion
of its business. Declaration of dividends on the Common Stock will depend upon,
among other things, future earnings, the operating and financial condition of
the Company, its capital requirements and general business conditions. See
"Description of Securities -- Dividend Policy."
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Securities
by the Selling Securityholders. The Company will bear all costs (excluding fees
and expenses of the Selling
-11-
<PAGE>
Securityholders' counsel and any underwriting or selling commissions), fees and
expenses incurred in effecting the registration of the Securities covered by
this Prospectus, including, without limitation, the Company's legal and
accounting fees, printing expenses, blue sky fees and expenses.
THE SECURITIES
In connection with the Company's IPO, the Company sold to the Underwriter,
for nominal consideration, the Securities, which have subsequently been assigned
to the Selling Securityholders. The Purchase Warrants entitle the Selling
Securityholders to purchase 151,941 shares of Common Stock at an exercise price
of $8.25 per share at any time on or prior to November 11, 1997. The Redeemable
Warrants entitle the Selling Securityholders to purchase 151,941 shares of
Common Stock at an exercise price of $11.55 per share at any time on or prior to
November 11, 1997. The Securities contain anti-dilution provisions providing
for adjustment of the exercise price and number and type of securities issuable
upon exercise of the Securities upon the occurrence of certain events.
THE SELLING SECURITYHOLDERS
The following table sets forth, to the knowledge of the Company, certain
information, as of October 15, 1997, with respect to the Selling Securityholders
for whom the Company is registering the Securities for resale to the public.
The Company will not receive any of the proceeds from the sale of the
Securities.
To the Company's knowledge, none of the Selling Securityholders holds any
position or office with, has been employed by, or has otherwise had a material
relationship with the Company or any of its subsidiaries within the past three
years.
<TABLE>
<CAPTION>
Number of Number of Percentage of
Shares of Shares Shares of
Common Stock Number of of Common Stock Common Stock
Beneficially Shares of Beneficially Beneficially
Name of Selling Owned Prior Common Stock Owned After Owned after
Securityholder to Offering(1) Offered Hereby Offering(1)(2) Offering (1)(2)
------------- --------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Pasquale Ruggieri 0 63,311 0 0%
Dan Purjes 0 63,098 0 0%
Arthur G. Jenkins 0 49,129 0 0%
Thomas L. DePetrillo 0 36,467 0 0%
Matthew Balk 0 14,206 0 0%
Lawrence Rice 0 13,280 0 0%
Estate of Peter Sheib 0 11,284 0 0%
Charles Roden 0 9,410 0 0%
Aragon Securities 0 8,509 0 0%
Averell Satloff 0 8,176 0 0%
Nicholas Moceri 0 6,077 0 0%
Michael Loew 0 3,298 0 0%
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
Number of Number of Percentage of
Shares of Shares Shares of
Common Stock Number of of Common Stock Common Stock
Beneficially Shares of Beneficially Beneficially
Name of Selling Owned Prior Common Stock Owned After Owned after
Securityholder to Offering(1) Offered Hereby Offering(1)(2) Offering (1)(2)
------------- --------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Thomas W. Schneider 0 3,168 0 0%
Kevin Carey 14,000 3,038 14,000 *
Frank Garriton 1,500 3,038 1,500 *
Joan Taylor 0 3,038 0 0%
Henry Tow 0 3,038 0 0%
Siegfried P. Duray-Bito 0 599 0 0%
Roger P. May 599 599 0 0%
Thomas J. O'Rourke 480 480 0 0%
Paul Fitzgerald 0 423 0 0%
Jay A. Murray 0 216 0 0%
</TABLE>
_______________________
* Less than one percent
(1) The number of Securities beneficially owned is determined under rules
promulgated by the Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any Securities as to which the individual has
sole or shared voting power or investment power and also any Securities
which the individual has the right to acquire within 60 days after October
15, 1997 through the exercise of any stock option or other right. The
inclusion herein of such Securities, however, does not constitute an
admission that the Selling Securityholders are direct or indirect
beneficial owners of such Securities. The Selling Securityholders have sole
voting power and investment power with respect to all Securities of capital
stock listed as owned by the Selling Securityholders.
(2) It is unknown if, when or in what amounts a Selling Securityholder may
offer Securities for sale and there can be no assurance that the Selling
Securityholders will sell any or all of the Securities offered hereby.
Because the Selling Securityholders may offer all or some of the Securities
pursuant to this Offering, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the
Securities that will be held by the Selling Securityholders after
completion of the Offering, no estimate can be given as to the amount of
the Securities that will be held by the Selling Securityholders after
completion of the Offering. However, for purposes of this table, the
Company has assumed that, after completion of the Offering, no Securities
will be held by the Selling Securityholders.
PLAN OF DISTRIBUTION
The Securities covered hereby may be offered and sold from time to time by
the Selling Securityholders. The Selling Securityholders will act independently
of the Company in making decisions with respect to the timing, manner and size
of each sale. Such sales may be made in the over-the-counter market or
otherwise, at prices related to the then current market price or in negotiated
transactions, including pursuant to one or more of the following methods: (a)
purchases by a broker-dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus; (b) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; and (c) block trades
in which the broker-dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction. In effecting sales, broker-dealers engaged by the Selling
Securityholders may arrange for other broker-dealers to participate. Broker-
dealers will receive
-13-
<PAGE>
commissions or discounts from the Selling Securityholders in amounts to be
negotiated immediately prior to the sale.
In offering the Securities covered hereby, the Selling Securityholders and
any broker-dealers and any other participating broker-dealers who execute sales
for the Selling Securityholders may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales, and any profits
realized by the Selling Securityholders and the compensation of such broker-
dealer may be deemed to be underwriting discounts and commissions. In addition,
any of the Securities 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 Company has agreed to indemnify the Selling Securityholders against
certain liabilities in connection with the offer and sale of the Securities,
including liabilities under the Securities Act, and to contribute to payments
that the Selling Securityholders may be required to make in respect thereof.
The Selling Securityholders have agreed to indemnify in certain circumstances
the Company and certain related persons against certain liabilities, including
liabilities under the Securities Act.
The Company has agreed with the Selling Securityholders to keep the
Registration Statement of which this Prospectus constitutes a part effective
until the earlier of (i) the date on which all Securities offered hereby have
been sold by the Selling Securityholders pursuant to and in accordance with such
Registration Statement or pursuant to Rule 144 under the Securities Act or any
other applicable exemption under the Securities Act without additional
restriction upon public resale or are eligible for resale pursuant to Rule
144(k) under the Securities Act, or (ii) the date on which such Registration
Statement has been effective for one year. The Company intends to de-register
any of the Securities not sold by the Selling Securityholders at the end of such
period.
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized to issue up to 15,000,000 shares of Common Stock,
of which 8,769,176 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.
PREFERRED STOCK
The Company is authorized to issue up to 1,000,000 shares of 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, and sinking fund
provisions.
-14-
<PAGE>
No shares of Preferred Stock are outstanding as of the date hereof 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, as amended, 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 benefit.
In addition, the Company's Bylaws, as amended, 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, as amended, 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.
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 Company 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 Company,
general economic conditions, requirements of any bank lending arrangements which
may then be in place and other pertinent factors.
LEGAL MATTERS
The validity of the Securities offered hereby will be passed upon for the
Company by Hale and Dorr LLP, a limited liability partnership including
professional corporations, 60 State Street, Boston, Massachusetts 02109.
-15-
<PAGE>
EXPERTS
The Consolidated Financial Statements incorporated in this Prospectus by
reference have been audited by Coopers & Lybrand, L.L.P., independent public
accountants, as indicated in their report and are incorporated by reference in
reliance upon such firm given upon their authority as experts in accounting and
auditing.
-16-
<PAGE>
================================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED 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 OR THE SELLING
SECURITYHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION OF AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS
OF ANY DATE HEREOF.
_______________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................... 3
Incorporation of Certain Documents
By Reference.......................... 3
Special Note Regarding Forward-Looking
Information........................... 4
The Company............................. 5
Risk Factors............................ 6
Use of Proceeds......................... 11
The Securities.......................... 12
The Selling Securityholders............. 12
Plan of Distribution.................... 13
Description of Securities............... 14
Legal Matters........................... 15
Experts................................. 16
----------------------
</TABLE>
================================================================================
================================================================================
SATCON TECHNOLOGY CORPORATION
303,882 SHARES of
COMMON STOCK
______________
PROSPECTUS
______________
October ___, 1997
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered
hereby, all of which will be borne by the Company (except the legal fees and
expenses of the Selling Securityholders). All amounts shown are estimates
except the Securities and Exchange Commission registration fee.
<TABLE>
<S> <C>
Filing Fee - Securities and Exchange Commission.............. $ 1,221
Legal fees and expenses of the Company....................... $12,000
Accounting fees and expenses................................. $ 2,000
Printing expenses............................................ $ 2,000
Miscellaneous expenses....................................... $ 1,779
Total Expenses.............................................. $19,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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, as amended,
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 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, as amended, 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
II-1
<PAGE>
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 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 or 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 16. EXHIBITS.
4c* Form of Warrant, dated November 1992, issued to Josephthal Lyon & Ross
Incorporated.
5 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP, included in Exhibit 5 filed herewith.
23.2 Consent of Coopers & Lybrand, L.L.P.
24 Power of Attorney (See page II-5 of this Registration Statement).
__________________________
* Incorporated by reference to Exhibits to the Registrant's Amendment No. 2
to Form S-1, filed with the Commission on November 4, 1992.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the
II-2
<PAGE>
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any derivation from
the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the indemnification provisions described herein,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 this 9th
day of October, 1997.
SATCON TECHNOLOGY CORPORATION
By: /s/ David B. Eisenhaure
-----------------------------------
David B. Eisenhaure
President, Chief Executive Officer
and Chairman of the Board
II-4
<PAGE>
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 any of them, and to each of them singly, to sign
for us and in our names in the capacities indicated below the Registration
Statement on Form S-3 filed herewith and any and all pre-effective and post-
effective amendments to said Registration Statement and generally to do all such
things in our name and behalf in our capacities as officers and directors to
enable SatCon Technology Corporation to comply with the provisions of the
Securities Act and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David B. Eisenhaure Chairman of the Board, President, Chief October 8, 1997
- ------------------------- Executive Officer and Director (Principal
David B. Eisenhaure Executive Officer)
/s/ James L. Kirtley, Jr. Director October 8, 1997
- -------------------------
James L. Kirtley, Jr.
/s/ John P. O'Sullivan Director October 9, 1997
- -------------------------
John P. O'Sullivan
/s/ William E. Stanton Director October 9, 1997
- -------------------------
William E. Stanton
/s/ Michael C. Turmelle Director, Treasurer and Vice President of October 8, 1997
- ------------------------- Finance (Principal Financial Officer and
Michael C. Turmelle Principal Accounting Officer)
/s/ Marshall J. Armstrong Director October 8, 1997
- -------------------------
Marshall J. Armstrong
/s/ Anthony J. Villiotti Director October 8, 1997
- -------------------------
Anthony J. Villiotti
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
4C* Form of Warrant, dated November 1992, issued to Josephthal Lyon &
Ross Incorporated.
5 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP, included in Exhibit 5 filed herewith.
23.2 Consent of Coopers & Lybrand, L.L.P.
24 Power of Attorney (see page II-5 of this Registration Statement).
</TABLE>
_____________________
* Incorporated by reference to exhibits to the Registrant's Amendment No. 2
to Form S-1, filed with the Commission on November 4, 1992.
II-6
<PAGE>
HALE AND DOOR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 . FAX 617-526-5000
EXHIBIT 5
October 15, 1997
SatCon Technology Corporation
161 First Street
Cambridge, MA 02142
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of an aggregate of
303,882 shares of the Common Stock, $.01 par value per share ("Common Stock") of
SatCon Technology Corporation, a Delaware corporation (the "Company"),
consisting of 303,882 shares of Common Stock (the "Warrant Shares") issuable
upon exercise of certain warrants of the Company (the "Warrants").
We have examined signed copies of the Registration Statement and all
exhibits thereto, all as filed with the Commission. We have also examined and
relied upon the original or copies of minutes of meetings of the stockholders
and Board of Directors of the Company, stock record books of the Company, a copy
of the By-Laws of the Company, as amended, and a copy of the Certificate of
Incorporation of the Company, as amended.
In our examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to the originals of all documents submitted
to us as certified, facsimile or photostatic copies, and (iii) the authenticity
of the originals of such latter documents.
Based upon the foregoing, we are of the opinion that the Warrant Shares,
when issued and paid for upon exercise of the Warrants in accordance with the
terms thereof, will be duly authorized and validly issued, fully paid and non-
assessable.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters."
In giving
WASHINGTON, DC BOSTON, MA LONDON, UK*
- --------------------------------------------------------------------------------
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE>
such consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Warrant Shares while the Registration Statement is in
effect.
Very truly yours,
/s/ Hale and Dorr LLP
Hale and Dorr LLP
<PAGE>
EXHIBIT 23.2
[COOPERS & LYBRAND LETTERHEAD APPEARS HERE]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
SatCon Technology Corporation (the "Company") on Form S-3 of our report dated
December 3, 1996, on our audits of the financial statements and financial
statement schedules of the Company as of September 30, 1996 and 1995, and for
the years ended September 30, 1996, 1995, and 1994, which report is included in
the Annual Report on Form 10-K. We also consent to the references to our firm
under the captions "Experts."
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
October 14, 1997
