<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): MAY 23, 2000
------------
SATCON TECHNOLOGY CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 001-11512 04-2857552
--------------------------------------------------------------------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
161 First Street, Cambridge, Massachusetts 02142
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (617) 661-0540
--------------
Not Applicable
--------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
On May 23, 2000, Beacon Power Corporation ("Beacon Power"), an
affiliate of SatCon Technology Corporation (the "Registrant"), completed a $28.5
million private placement of Beacon Power's Class F Preferred Stock and warrants
to purchase shares of Beacon Power's Common Stock with Perseus Capital, L.L.C.
("Perseus Capital"), DQE Enterprises, Inc. ("DQE Enterprises"), Micro-Generation
Technology Fund, L.L.C. ("Micro-Generation Fund"), GE Capital Equity
Investments, Inc. ("GE Capital"), Mechanical Technology Incorporated
("Mechanical Technology"), Penske Corporation ("Penske") and The Beacon Group
Energy Investment Fund II, L.P. ("Beacon Group"). GE Capital, Mechanical
Technology and Perseus Capital each invested $6.0 million. Beacon Group invested
$4.5 million, and DQE Enterprises, Penske and Micro-Generation Fund each
invested $2.0 million.
Beacon Power plans to utilize the proceeds from the private placement
to complete the commercialization of its flywheel energy storage system and to
begin establishing production capability. As of the closing of the private
placement, the Registrant owned 30% of the outstanding capital stock of Beacon
Power on a common equivalent basis and 26% on a fully diluted basis after giving
consideration to all outstanding warrants and options of Beacon Power.
The foregoing summary description is qualified in its entirety by
reference to the definitive transaction documents, copies of which are attached
as exhibits to this Current Report on Form 8-K.
This report may contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which reflect the Registrant's
current judgment on certain issues. Because such statements apply to future
events, they are subject to risks and uncertainties that could cause the actual
results to differ materially. Important factors which could cause actual results
to differ materially are described in the Registrant's reports on Forms 10-K and
10-Q on file with the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits
(a) Financial statements.
None
(b) Pro forma financial information.
None
(c) Exhibits.
The Exhibits to this report are listed in the Index to Exhibits set
forth on page 4 hereof.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SATCON TECHNOLOGY CORPORATION
Date: May 30, 2000 By: /s/ David B. Eisenhaure
-----------------------------------------------
David B. Eisenhaure
President, Chief Executive Officer and
Chairman of the Board
-3-
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
10.1 Securities Purchase Agreement, dated as of May 23, 2000, by and among
Beacon Power Corporation and each of the purchasers listed on Schedule A
attached thereto.
10.2 Investors Rights Agreement, dated as of May 23, 2000, by and among Beacon
Power Corporation and the stockholders listed on Schedule A and the
investors listed on Schedule B attached thereto.
10.3 Fourth Amended and Restated Certificate of Incorporation of Beacon Power
Corporation, as filed with the Secretary of State of the State of
Delaware on May 25, 2000.
10.4 Form of Warrant to Purchase Common Stock issued on May 23, 2000 by Beacon
Power Corporation to certain investors.
10.5 Letter Agreement between Beacon Power Corporation and Perseus Capital,
L.L.C., DQE Enterprises, Inc. and Micro-Generation Technology Fund,
L.L.C., dated May 23, 2000, with respect to the put right granted by the
Registrant and its non-application to the issuance of the shares of Class
F Preferred Stock of Beacon Power Corporation.
99.1 Press Release, dated June 1, 2000, issued by the Registrant.
