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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SATCON TECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2857552
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
161 First Street, Cambridge, Massachusetts 02142
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(Address of Principal Executive Offices) (Zip Code)
1998 STOCK INCENTIVE PLAN
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(Full Title of the Plan)
David B. Eisenhaure
President, Chief Executive Officer and Chairman of the Board
SatCon Technology Corporation
161 First Street
Cambridge, Massachusetts 02142-1221
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(Name and Address of Agent for Service)
(617) 661-0540
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, 500,000 $5.0313(1) $3,490,206(1) $971
$.01 par value shares
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(1) Estimated solely for the purpose of calculating the registration fee, and
based in part upon the average of the high and low prices of the Common
Stock as reported on the Nasdaq National Market on March 30, 1999 in
accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended.
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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 participants in the 1998 Stock Incentive Plan 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 Documents by Reference
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The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) 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"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above.
(c) The description of the common stock of the Registrant, $0.01 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. 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 Registration Statement 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 Registration Statement.
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Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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Not applicable.
Item 6. Indemnification of Directors and Officers
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Section 102(b)(7) of Delaware General Corporation Law, as amended,
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. Article NINTH of the Registrant's Certificate of
Incorporation, as amended, eliminates in certain circumstances the liability of
directors of the Registrant 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 Registrant 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.
Section 145 of Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any 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
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and
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only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
an adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
In accordance with Section 145, the Registrant'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 Registrant. With respect to matters as to which the
Registrant's officers and directors and others are determined to be liable for
misconduct or negligence in the performance of their duties, the Registrant's
Bylaws, as amended, provide for indemnification only to the extent that the
Registrant determines that such person acted in good faith and in a manner not
opposed to the best interests of the Registrant.
However, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the Registrant pursuant to Delaware state law, as well as the foregoing charter
and bylaw provisions, the Registrant 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
limitations 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.
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 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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Item 9. Undertakings
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1. 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;
(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; and
(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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) 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.
(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.
2. 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 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
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 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
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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.
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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 this 30th
day of March, 1999.
SATCON TECHNOLOGY CORPORATION
By: /s/ David B. Eisenhaure
_______________________________________
David B. Eisenhaure
President, Chief Executive Officer
and Chairman of the Board
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 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 pre-effective and post-effective 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 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.
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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
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/s/ David B. Eisenhaure President, Chief March 29, 1999
- ----------------------- Executive Officer and
Chairman of the Board
(Principal Executive
Officer)
/s/ Michael C. Turmelle Vice President, Chief March 29, 1999
- ----------------------- Financial Officer,
Michael C. Turmelle Treasurer and Director
(Principal Financial and
Accounting Officer)
/s/ James L. Kirtley, Jr. Vice President, General March 29, 1999
- ------------------------- Manager and Director
James L. Kirtley, Jr.
/s/ Marshall J. Armstrong Director March 30, 1999
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Marshall J. Armstrong
/s/ John P. O'Sullivan Director March 30, 1999
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John P. O'Sullivan
/s/ Anthony J. Villiotti Director March 30, 1999
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Anthony J. Villiotti
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EXHIBIT INDEX
Exhibit
Number Description
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4.1/1/ Specimen Certificate of Common Stock, $.01 par value
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included in the signature pages of this
Registration Statement)
/1/ Incorporated herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (File No. 33-49286)
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EXHIBIT 5
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
March 31, 1999
SatCon Technology Corporation
161 First Street
Cambridge, Massachusetts 02142
Re: 1998 Stock Incentive Plan
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Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 500,000 shares of common stock, $0.01 par value per
share (the "Shares"), of SatCon Technology Corporation, a Delaware corporation
(the "Company"), issuable under the Company's 1998 Stock Incentive Plan (the
"Plan").
We have examined the Certificate of Incorporation and the Bylaws of the
Company, each as amended to date, and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings 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 our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of The Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of SatCon Technology Corporation (the "Company") on Form S-8 of our report dated
December 17, 1998 except as to the information in Note R, for which the date is
January 4, 1999 on our audits of the consolidated financial statements and
financial statement schedule of the Company and its subsidiaries as of September
30, 1998 and 1997, and for each of the three years in the period ended September
30, 1998, which report is included in the Company's Annual Report on Form 10-K,
for the fiscal year ended September 30, 1998.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Boston, Massachusetts
March 31, 1999
