<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 2000
Registration Statement No. 333-94859
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
AMENDMENT NO. 1
TO
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>
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Title of Shares to be Registered
Proposed
Maximum Proposed
Amount Offering Maximum Amount of
to be Price Aggregate Registration
Registered Per Share Offering Price Fee(3)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 2,878,761(1) $26.5625(2) $52,228,824(2) $13,790
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</TABLE>
(1) Consists of (i) 1,800,000 shares of Common Stock issued in connection with
the acquisition of Ling Electronics, Inc. and Ling Electronics, Ltd. and an
investment by the parent entity of those two companies; (ii) 100,000 shares
of Common Stock issuable upon exercise of warrants at an exercise price of
$8.80 per share; (iii) 578,761 shares of Common Stock issued in connection
with the acquisition of certain assets from Northrop Grumman Corporation on
November 16, 1999; (iv) 200,000 shares of Common Stock issuable upon
exercise of warrants at an exercise price of $9.725 per share; (v) 100,000
shares of Common Stock issuable upon exercise of a non-qualified stock
option at an exercise price of $7.00 per share; and (vi) 100,000 shares of
Common Stock issuable upon exercise of a non-qualified stock option at an
exercise price of $10.00 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 February 1, 2000.
(3) A registration fee of $6,614 was previously paid, in connection with the
initial filing of the Registration Statement, based on a maximum aggregate
offering price of $25,050,074. A registration fee of $7,176 is being paid
in connection with this filing based on an increase in the maximum
aggregate offering price of $27,178,750. The total registration fee is
$13,790.
_______________________________
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>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED FEBRUARY 8, 2000
PROSPECTUS
SATCON TECHNOLOGY CORPORATION
2,878,761 SHARES OF COMMON STOCK
-------------------------
On October 21, 1999, in connection with our acquisition of Ling
Electronics, Inc. and Ling Electronics, Ltd. and an investment by the parent
entity of these two companies, we issued 1,140,800 shares of our common stock
and a warrant to purchase 36,000 shares of our common stock at an exercise price
of $8.80 per share. This warrant expires on October 21, 2003. On January 31,
2000, in connection with a second closing of this investment, we issued 659,200
shares of our common stock and a warrant to purchase 64,000 shares of our common
stock at an exercise price of $8.80 per share. This warrant expires on January
31, 2004. This prospectus relates to the public offering, which will not be
underwritten, of the shares issued in connection with the acquisition and
investment and the shares issuable upon exercise of these warrants.
On November 16, 1999, in connection with the purchase of certain assets
from Northrop Grumman Corporation, we issued 578,761 shares of our common stock.
We also issued a warrant to purchase 100,000 shares of our common stock. On
February 4, 2000, we issued another warrant to Northrop Grumman Corporation to
purchase 100,000 shares of our common stock. These warrants expire on December
31, 2006 and have exercise prices of $9.725 per share. This prospectus also
relates to the public offering, which will not be underwritten, of the shares
issued in connection with the asset purchase and the shares issuable upon
exercise of these warrants.
On April 7, 1999, we issued a non-qualified stock option to purchase
100,000 shares of our common stock, at an exercise price of $7.00 per share, to
a financial consultant in consideration for consulting services rendered to us
by that individual. On April 7, 1999, we issued a non-qualified stock option to
purchase 100,000 shares of common stock, at an exercise price of $10.00 per
share, to another financial consultant in consideration for consulting services
rendered to us by that individual. The options expire on April 7, 2004. This
prospectus also relates to the public offering, which will not be underwritten,
of the shares issuable upon exercise of these options.
We will not receive any of the proceeds from the sale of the shares. We
will, however, receive the exercise price of the warrants and the non-qualified
stock options in the amounts indicated above.
We have agreed to pay certain expenses in connection with the registration
of the shares and to indemnify the selling stockholders against certain
liabilities. The selling stockholders will pay all underwriting discounts and
selling commissions, if any, in connection with the sale of the shares.
The selling stockholders, or their pledgees, donees, transferees or other
successors in interest, may offer the shares through public or private
transactions at prevailing market prices, at prices related to prevailing market
prices or at privately negotiated prices.
Our common stock is traded on the Nasdaq National Market under the symbol
"SATC." On February 7, 2000, the closing sale price of the common stock on
Nasdaq was $32.00 per share.
-----------------------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5.
-----------------------------
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------
The date of this prospectus is February __, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
Where to Find More Information ............................................ 3
Incorporation of Certain Documents by Reference ........................... 3
Special Note Regarding Forward-looking Information ........................ 4
Summary Description of Our Business ....................................... 5
Risk Factors .............................................................. 5
Use of Proceeds ........................................................... 13
Selling Stockholders ...................................................... 14
Description of Capital Stock .............................................. 15
Plan of Distribution ...................................................... 16
Legal Matters ............................................................. 18
Experts ................................................................... 18
</TABLE>
--------------------------------
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. THE
SELLING STOCKHOLDERS ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF
OUR COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS
PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE
OF COMMON STOCK.
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WHERE TO FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements and other
documents with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference room at Judiciary Plaza
Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You should
call 1-800-SEC-0330 for more information on the public reference room. Our SEC
filings are also available to you on the SEC's Internet site at
http://www.sec.gov. Our common stock is quoted on Nasdaq.
This prospectus is part of a registration statement that we filed with the
SEC. The registration statement contains more information than this prospectus
regarding us and our common stock, including certain exhibits and schedules.
You can obtain a copy of the registration statement from the SEC at the address
listed above or from its Internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information we file
with the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this prospectus. Information contained in this prospectus and information
that we file with the SEC in the future and incorporate by reference in this
prospectus automatically updates and supersedes previously filed information.
We incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 prior to the sale of all the shares covered by this
prospectus.
The following documents that we have filed with the SEC are incorporated
herein by reference:
(i) Our Annual Report on Form 10-K for the year ended September 30, 1999;
(ii) Amendment No. 1 to our Current Report on Form 8-K/A dated October 21,
1999;
(iii)All of our filings pursuant to the Exchange Act after the date of
filing the initial registration statement and prior to effectiveness
of the registration statement; and
(iv) The description of our common stock contained in our Registration
Statement on Form 8-A, including any amendments or reports filed for
the purpose of updating that description.
You may request a copy of these documents, which will be provided to you at no
cost, by writing to:
SatCon Technology Corporation
161 First Street
Cambridge, Massachusetts 02142-1221
Attention: Investor Relations Department
Telephone: (617) 661-0540
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<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
This prospectus contains or incorporates forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. You can identify these forward-looking
statements by our use of the words "believes," "anticipates," "plans,"
"expects," "may," "will," "intends," "estimates" and similar expressions,
whether in the negative or affirmative. Although we believe that these forward-
looking statements reasonably reflect our plans, intentions and expectations, we
cannot guarantee that we actually will achieve these plans, intentions or
expectations. Our actual results could differ materially from the plans,
intentions and expectations disclosed in the forward-looking statements we make.
We have included important factors in the cautionary statements below
(particularly under the heading "Risk Factors") that we believe could cause our
actual results to differ materially from the forward-looking statements that we
make. We do not intend to update information contained in any forward-looking
statement we make.
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<PAGE>
SUMMARY DESCRIPTION OF OUR BUSINESS
We were organized as a Massachusetts corporation in February 1985 and
reincorporated in Delaware in 1992. We design, develop and manufacture
intelligent, electro-mechanical products for aerospace, transportation,
industrial and utility applications. We also design, develop and manufacture
power and energy management products for telecommunications, silicon wafer
manufacturing, factory automation, aircraft and automotive applications. Our
electro-mechanical products are being developed for a wide variety of U.S.
government and commercial markets. For the government, our electro-mechanical
systems provide for applications ranging from satellite attitude control to high
speed drives for shipboard systems. In the transportation segment, we are
developing electric and hybrid electric drive components, auxiliary power units
and advanced steering, alternator and starter/generator systems. We are working
with major equipment producers to develop process equipment drives, high speed
and precision machine tools, manipulators and machinery isolation equipment. Our
electro-mechanical systems may offer advantages to the utility industry in power
generation, energy storage and power quality. In the consumer market, we are
developing variable speed motors for refrigeration equipment and other long-
life, high-efficiency machinery.
Our executive offices are located at 161 First Street, Cambridge,
Massachusetts 02142-1221 and our telephone number is (617) 661-0540. Our
Internet home page is located at http://www.satcon.com. The information on our
Internet website is not incorporated by reference in this prospectus. We own
various trademark rights and hold federal trademark registrations for our name
and the SatCon logo. "SatCon Technology Corporation," "SatCon," "Active Motion
Control," and "Technology For A World In Motion" are registered trademarks of
SatCon. This prospectus also includes or incorporates by reference names and
marks of companies other than ours.
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations.
If any of the following risks actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
such case, the trading price of our common stock could decline and you may lose
all or part of your investment.
WE CANNOT ASSURE MARKET ACCEPTANCE OR COMMERCIAL VIABILITY OF OUR PRODUCTS
We intend to continue to expand development of our technologies for use in
commercial business applications. However, we cannot assure that our planned
commercial products will realize market acceptance, that they will meet the
technical demands of potential customers or that they will offer cost-effective
advantages over our competitors' products. Our commercial marketing efforts to
date involve development contracts with several customers, identification of
specific market segments for active motion control and power and energy
management systems and the continuation of marketing efforts of recently
acquired businesses. We cannot know if our commercial marketing efforts will be
successful in the future. Furthermore, we cannot assure that our 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.
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WE MAY NOT BE ABLE TO DEVELOP OR SELL OUR PRODUCTS UNDER DEVELOPMENT
We have a number of potential products under development. We face many
technological challenges that we must successfully address to complete any of
our development efforts. Our product development involves a high degree of risk
and may require significant capital resources to develop. Returns to our
investors are dependent upon successful development and commercialization of
these products. For example, the successful development of a terrestrial
flywheel energy storage system for an uninterruptible power supply by Beacon
Power Corporation, an affiliate of SatCon, involves significant technological
challenges. It has and will continue to require significant investment in
research and development before SatCon and Beacon can determine whether the
development of Beacon's technology was successful and whether the resulting
products will be commercially viable and accepted by the marketplace. Many
proposed products based on our technologies will require significant additional
expenditures for research and development. We cannot assure that any of the
products we are developing, or those that we develop in the future, will be
technologically feasible or accepted by the marketplace. Also, we cannot assure
that any of our product development will be completed in any particular time-
frame.
WE HAVE SEVERAL GOVERNMENT CONTRACTS, AND THE LOSS OF THESE CONTRACTS COULD
ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Although we have been developing applications of our technology for both
commercial and government markets, a large percentage of our revenue is from
Department of Defense and NASA contracts, subcontracts and grants. The majority
of these contracts were awarded through the Small Business Innovation Research
Program. Although we believe that the majority of our revenues in the future
will result from commercial applications of our technologies, a significant
portion of our 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 we have no control. To date, we have not been adversely affected by
reductions in defense spending. We believe that government funding for areas of
our research and development activities will continue without reduction.
However, we cannot assure that this funding will not be reduced in the future.
Any reduction could materially adversely affect our business. In addition, many
of our U.S. Government contracts may be canceled at any time by the U.S.
Government with limited or no penalty.
We anticipate seeking significant contracts with commercial customers. We
cannot assure that we will succeed in receiving additional commercial contracts
or that such contracts, if awarded, will not be canceled. As with the
government contracts, the cancellation of any of these contracts could have a
material adverse effect on us.
WE LACK SIGNIFICANT REVENUES AND HAVE RECENT AND ANTICIPATED NEGATIVE CASH
FLOW AND OPERATING LOSSES
We have achieved limited profitability in each of our fiscal years ended
September 30, 1994, 1993, 1992 and 1991, and we recorded a loss for the fiscal
years ended September 30, 1999, 1998, 1997, 1996 and 1995. In order to achieve
profitability, we must successfully achieve all or some combination of the
following:
. develop new products for our existing markets,
. sell these products to existing and new customers,
. increase gross margins through higher volumes and manufacturing
efficiencies,
. control our operating expenses, and
. develop and manage our distribution capability.
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<PAGE>
If our revenue does not increase significantly or the increase in our expenses
is greater than expected, we may not achieve or sustain profitability or
generate positive cash flow in the future. We cannot assure that we will
accomplish these objectives or be profitable in the future.
OUR ACQUISITION STRATEGY INVOLVES SEVERAL RISKS
A component of our business strategy is to seek the acquisition of
businesses, products, assets and technologies that complement or augment our
existing businesses, products, assets and technologies. For example, in January
1997, we acquired K&D MagMotor Corp., a manufacturer of custom electric motors
targeting the factory automation, medical, semi-conductor and packaging markets.
In April 1997, we acquired substantially all of the assets of Film
Microelectronics, Inc., a manufacturer and producer of custom integrated
circuits for the communications, industrial, military and aerospace markets. In
January 1999, we acquired Inductive Components, Inc. (a value-added supplier of
systems in the machine tool and semiconductor industry) and Lighthouse Software,
Inc. (which designs and develops software for the industrial machine tool
industry). In April 1999, we also acquired HyComp, Inc., a manufacturer of
high-performance, high-quality, multi-chip modules. In October 1999, we
acquired Ling Electronics, Inc. and Ling Electronics, Ltd., manufacturers of
power products, including vibratron test systems, power converters and
controllers, amplifiers and digital control systems. In November 1999, we
acquired certain intellectual property, equipment and other assets from Northrop
Grumman Corporation, which we have incorporated into our power electronics
products business.
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. We cannot assure that we
will be able to successfully identify acquisition candidates or complete future
acquisitions or that we will be able to successfully integrate any of the
acquired businesses into our operations.
In order to finance acquisitions, we may have to raise additional funds
through public or private financing. Any equity or debt financing, if available
at all, may be on terms which are not favorable to us and, in the case of equity
financing, may result in significant dilution to our stockholders. We cannot
assure that we will be able to operate acquired businesses profitably or
otherwise implement our growth strategy successfully. The successful
combination of companies in a rapidly changing high technology industry such as
ours may be more difficult to accomplish than in other industries. Our ability
to integrate any newly acquired entities will require us to continue to improve
our operational, financial and management information systems, and to motivate
and effectively manage our employees. If our management is unable to manage
growth effectively, the quality of our products, our ability to identify, hire
and retain key personnel and our results of operations could be materially and
adversely affected.
IF WE EXPERIENCED A PERIOD OF SIGNIFICANT GROWTH OR EXPANSION, IT WOULD
PLACE A STRAIN ON OUR RESOURCES
Rapid growth of our business, of which there can be no assurance, may
strain our management, operational and technical resources. If we are
successful in obtaining rapid market penetration of our products, we will be
required to deliver large volumes of quality products or components to our
customers and licensees on a timely basis and at reasonable costs to us. We
have limited experience in delivering large volumes of our products and have
limited capacity to meet wide-scale production requirements. We cannot assure
that our efforts to expand our manufacturing and quality assurance activities
will be successful or that we will be able to satisfy large-scale commercial
production on a timely and cost-effective basis. Our success will also depend,
in part, upon our ability to modify our technology and products to meet end-user
requirements. Also, we will be required to continue to improve our operational,
management
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<PAGE>
and financial systems and controls to meet anticipated growth. Failure to manage
growth would have a material adverse effect on our business.
BECAUSE OUR EXPENSES ARE LARGELY FIXED, AN UNEXPECTED REVENUE SHORTFALL MAY
ADVERSELY AFFECT OUR BUSINESS
Our expense levels are based primarily on our estimates of future revenues
and are largely fixed. A large portion of our expense relates to headcount that
cannot be easily reduced without adversely affecting our business. We may be
unable to adjust spending rapidly enough to compensate for any unexpected
revenue shortfall. Accordingly, any significant shortfall in revenues in
relation to our planned expenditures would reduce, and possibly eliminate, any
operating income and could materially adversely affect our business, operating
results and financial condition.
OUR BUSINESS COULD BE ADVERSELY AFFECTED IF WE ARE UNABLE TO PROTECT OUR
PATENTS AND PROPRIETARY TECHNOLOGY
We currently own United States patents which expire between 2008 and 2017.
We also have patent applications pending with the U.S. Patent and Trademark
Office. As a qualifying small business, we have retained commercial ownership
rights to proprietary technology developed under various U.S. Government
contracts and grants, including SBIR contracts. Our patent and trade secret
rights are of material importance to us and to our 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 us, it would be costly for us to pursue our rights in an
enforcement action and would divert funds and resources which otherwise could be
used in our operations. Furthermore, there can be no assurance that we would be
successful in enforcing intellectual property rights or that we may not infringe
patent or intellectual property rights of third parties. However, to date, we
have not been required to defend our patents or proprietary information against
claims by third parties.
Since we intend to enforce our patents, trademarks and copyrights and
protect our trade secrets, we may be involved from time to time in litigation to
determine the enforceability, scope and validity of these rights. This
litigation could result in substantial costs to us and divert efforts by our
management and technical personnel.
In addition to our patent rights, we also rely on treatment of our
technology as trade secrets and upon confidentiality agreements, which all of
our employees are required to sign, assigning to us all patent rights and
technical or other information developed by the employees during their
employment with us. Our employees have also agreed not to disclose any trade
secrets or confidential information without our prior written consent.
Notwithstanding these confidentiality agreements, there can be no assurances
that other companies will not acquire information which we consider to be
proprietary.
OUR PRODUCTS, SYSTEMS AND SALES MAY BE SUBJECT TO YEAR 2000 PROBLEMS
We have assessed our software systems and internal operations. We believe
we have resolved all potential Year 2000 issues or problems and, to the best of
our knowledge, our systems are Year 2000 compliant. However, if our systems do
not operate properly with respect to date calculations involving the Year 2000
and subsequent dates, we could incur unanticipated expenses to remedy any
problems, which could seriously harm our business. We may also experience
reduced sales of our products as current or potential customers reduce their
budgets due to increased expenditures on their own Year 2000 compliance efforts.
-8-
<PAGE>
Additionally, we rely on information technology supplied by third parties
and our other business partners, including third-party distributors and
consultants, who are also heavily dependent on information technology systems
and on their own and third-party vendor systems. Year 2000 problems experienced
by us or any of these third parties could materially adversely affect our
business. Prior versions of our products may contain technology from third
parties that is not Year 2000 compliant.
Given the pervasive nature of the Year 2000 problem, we cannot guarantee
that disruptions in other industries and market segments will not adversely
affect our business. Moreover, our costs related to Year 2000 compliance, which
thus far have not been material, could ultimately be significant. In the event
that we experience unforeseen disruptions as a result of the Year 2000 problem,
our business could be seriously affected.
THERE IS INTENSE COMPETITION IN OUR INDUSTRY
A variety of companies compete in each of the areas in which we are
developing and selling products. To date, we have faced only limited
competition in providing research services, prototype development and custom and
limited quantity manufacturing. We expect competition to intensify greatly as
commercial applications increase for our products under development. Some of
our competitors are well established and have substantial managerial, technical,
financial, marketing and product development resources competitive with, and, in
the some instances, greater than ours. Additional companies, both large and
small, are entering the markets in which we compete. 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 us. There
can be no assurance that we will be successful in such a competitive
environment.
COMPETITION FOR PERSONNEL IN OUR INDUSTRY IS INTENSE
Our success will depend, in large part, upon our ability to attract,
motivate and retain highly qualified scientists and engineers, as well as highly
skilled and experienced management and technical personnel. Competition for
these personnel is intense, and there can be no assurance that we will be
successful in attracting, motivating or retaining key personnel. Our 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 SatCon.
OUR BUSINESS IS DEPENDENT ON OUR FOUNDER AND CHIEF EXECUTIVE OFFICER
We are particularly dependent upon the services of David B. Eisenhaure, our
President, Chief Executive Officer, Chairman of the Board and founder. The loss
of Mr. Eisenhaure's services would have a material adverse effect on our
business and results of operations, including our ability to attract employees
and secure and complete additional work.
OUR BUSINESS COULD BE SUBJECT TO PRODUCT LIABILITY CLAIMS
Our business exposes us to potential product liability claims which are
inherent in the manufacturing, marketing and sale of electro-mechanical
products, and as such, we may face substantial liability for damages resulting
from the faulty design or manufacture of products or improper use of products by
end-users. We currently maintain 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. Also, we cannot predict whether we will be
able to maintain such coverage on acceptable terms, if at all, or that a product
liability claim would not materially adversely affect our business or financial
condition.
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OUR BUSINESS IS UNDER THE SIGNIFICANT CONTROL OF OUR DIRECTORS AND OFFICERS
As of December 31, 1999, our officers and directors, and their affiliates,
beneficially own approximately 44.7% of our outstanding common stock, and
approximately 25.6% of the outstanding common stock is held by Mr. Eisenhaure,
our President, Chief Executive Officer and Chairman of the Board of Directors.
As a practical matter, Mr. Eisenhaure may have the ability to elect our
directors and to determine the outcome of corporate actions requiring
stockholder approval, irrespective of how our other stockholders may vote. This
concentration of ownership may have the effect of delaying or preventing a
change in control of SatCon.
OUR SHARE PRICE COULD BE SUBJECT TO EXTREME PRICE FLUCTUATIONS, AND YOU
COULD HAVE DIFFICULTY TRADING YOUR SHARES
The markets for equity securities in general, and for those of high
technology companies in particular, have been volatile and the market price of
our common stock, which is traded on the Nasdaq National Market under the symbol
SATC, may be subject to significant fluctuations. This could be in response to
operating results, announcements of technological innovations or new products by
us or our 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 our common
stock will remain at or near its current level.
WE COULD EXPERIENCE FLUCTUATIONS IN OUR QUARTERLY PERFORMANCE
Our quarterly operating results may vary significantly depending on a
number of factors, including:
. the number of contracts, subcontracts and orders we are able to
obtain,
. the amount of revenues generated from such contracts, subcontracts and
orders,
. the level of research and development expenses incurred by us and our
subsidiaries which go unreimbursed,
. the size, timing and shipment of orders from our subsidiaries, and
. general economic conditions.
Because our operating expenses are based on anticipated revenue levels, our
sales cycle for development work is relatively long and a high percentage of our
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.
GENERAL ECONOMIC CONDITIONS MAY AFFECT INVESTORS' EXPECTATIONS REGARDING
OUR FINANCIAL PERFORMANCE AND ADVERSELY AFFECT OUR STOCK PRICE
Certain industries in which we sell products, such as the semiconductor
industry, are highly cyclical. In the future, our results may be subject to
substantial period-to-period fluctuations as a consequence of the industry
patterns of our customers, general or regional economic conditions and other
factors. These factors may also have a material adverse effect on our business,
operating results and financial condition.
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RAPID TECHNOLOGICAL CHANGE COULD RENDER OUR PRODUCTS OBSOLETE
Our markets are characterized by rapid technological change, frequent new
product introductions and enhancements, uncertain product life cycles, changes
in customer requirements and evolving industry standards. The introduction of
new products embodying new technologies and the emergence of shifting customer
demands or changing industry standards could render our existing products
obsolete and unmarketable which would have a material adverse effect on our
business, operating results and financial condition. Our future success will
depend upon our ability to continue to develop and introduce a variety of new
products and product enhancements to address the increasingly sophisticated
needs of our customers. This will require us to continue to make substantial
product development investments. We may experience delays in releasing new
products and product enhancements in the future. Material delays in introducing
new products or product enhancements may cause customers to forego purchases of
our products and purchase those of our competitors.
WE MAY ISSUE PREFERRED STOCK WHICH COULD AFFECT THE RIGHTS AND VALUE OF OUR
COMMON STOCK
We are authorized to issue up to 1,000,000 shares of preferred stock, 8,000
shares of which are represented by Series A Convertible Redeemable Preferred
Stock which are issued and outstanding. The preferred stock may be issued in
one or more series, the terms of which may be determined at the time of issuance
by our 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. Other than the series A preferred stock, no
preferred stock is currently outstanding, and we have no present plans to issue
any additional preferred stock. However, the issuance of any additional
preferred stock could affect the rights of the holders of common stock, thereby
reducing the value of our common stock. In particular, specific rights granted
to future holders of preferred stock could be used to restrict our ability to
obtain financing for future operations or to merge with or sell our assets to a
third party, thereby preserving control of SatCon by our present equity holders
and preventing you from realizing a premium on your shares. Thus, the issuance
of preferred stock could adversely affect your voting power. See "Description
of Capital Stock -- Preferred Stock."
WE ARE REQUIRED TO REDEEM OUR PREFERRED STOCK IN CERTAIN CIRCUMSTANCES
If it has not been converted to common stock prior to that time, we are
required to redeem the series A preferred stock in August 2006 at a price equal
to its liquidation preference. If the average market price of the common stock
(after adjustments for stock splits, reclassifications and similar transactions)
is $5.00 or less, for the sixty trading days prior to August 25, 2003, we are
required to redeem the series A preferred stock in August 2003 at a price equal
to its liquidation value. The redemption price may be paid, at our option, in
cash and/or shares of common stock. The series A preferred stock is initially
convertible into common stock at a conversion price of $7.80 per share. The
conversion price and the number of shares of our common stock issuable upon
conversion are subject to adjustment in certain circumstances, including
issuances, subject to certain exceptions, of common stock below the initial
conversion price.
WE COULD ISSUE ADDITIONAL COMMON STOCK, WHICH MIGHT DILUTE THE VALUE OF OUR
COMMON STOCK
We have authorized 20,000,000 shares of common stock, of which 11,396,570
shares are issued and outstanding as of December 31, 1999. Our board of
directors has the authority, without action or vote of the stockholders, to
issue all or part of the authorized but unissued shares. This issuance would
dilute your percentage ownership interest and might dilute the book value of our
common stock. See "Description of Capital Stock -- Common Stock."
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COMMON STOCK INVESTORS MAY BE DILUTED BY THE EXERCISE OF OPTIONS AND
WARRANTS, CONVERSION OF PREFERRED STOCK OR EXERCISE OF PUT RIGHTS WITH RESPECT
TO BEACON POWER CORPORATION
We have reserved 3,050,000 shares of common stock for issuance under our
stock incentive plans. As of December 31, 1999, options to purchase an aggregate
of 1,688,394 shares of common stock are outstanding under our stock incentive
plans. Warrants and non-qualified stock options granted outside of our stock
incentive plans to purchase 1,031,000 shares of common stock, including the
warrants and options exercisable for the common stock offered by this
prospectus, are outstanding.
We have also reserved 1,230,770 shares of common stock for issuance upon
conversion of the outstanding series A preferred stock. On October 23, 1998, we
granted the purchasers of Beacon Power Corporation's Class D Preferred Stock the
right to cause us, under the circumstances described below, to purchase all of
Beacon's shares issued to those purchasers and, upon exercise of this "put
right," we must pay $4,750,000 in our common stock, valued at the average fair
market value for the fifteen trading days before and after notice of exercise of
the put right. The put right is exercisable within sixty days of the second,
third, fourth and fifth anniversary of the closing date of that transaction,
upon certain events of bankruptcy of Beacon and upon the occurrence of certain
going private transactions involving us.
The exercise of options and warrants, the conversion of preferred stock or
the exercise of the put right, and subsequent sale of the underlying common
stock in the public market, could adversely affect the market price of our
common stock and prove to be a hindrance to our future financing. Our series A
preferred stock and our outstanding warrants include anti-dilution provisions,
including, in some cases, adjustments to the applicable conversion price or
exercise price in the event we issue common stock at a price less than the
conversion price or exercise price then in effect. This would increase the
dilutive impact of future equity offerings at prices less than the conversion
price or exercise price of the outstanding preferred stock and certain of the
warrants.
SALES OF COMMON STOCK PURSUANT TO RULE 144 MAY HAVE A DEPRESSIVE EFFECT ON
THE MARKET PRICE OF THE COMMON STOCK
Of the 11,396,570 shares issued and outstanding as of December 31, 1999,
5,560,945 shares of common stock currently outstanding are freely tradable
securities. Other securities, such as the common stock issuable upon conversion
of the series A preferred stock or upon exercise of our warrants, are not
considered outstanding, but upon conversion or exercise will be entitled to be
sold pursuant to this prospectus or another registration statement and
thereafter will be freely tradeable. Holders of 3,676,202 shares of common
stock or common stock issuable upon such conversion or exercise are entitled to
such registration rights. 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 a company's then outstanding common stock
or the average weekly trading volume during the four calendar weeks prior to
that sale. Sales of common stock pursuant to Rule 144 may have a depressive
effect on the market price of our common stock. Rule 144 also permits sales by
a person who is not an affiliate of SatCon (such as Duquesne Enterprises) and
who has satisfied a two-year holding period without volume limitations.
WE MAY NEED ADDITIONAL FINANCING FOR OUR FUTURE CAPITAL NEEDS.
If we are unable to increase our revenues and achieve positive cash flow,
we will need to raise additional funds. We may also need additional financing
if we:
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. need additional cash to fund research and development costs of products
currently under development,
. decide to expand faster than currently planned,
. develop new or enhanced services or products ahead of schedule,
. need to respond to competitive pressures, or
. decide to acquire complementary products, businesses or technologies.
If we raise additional funds through the sale of equity or convertible debt
securities, your percentage ownership will be reduced. In addition, these
transactions may dilute the value of the common stock outstanding. We may have
to issue securities, such as the series A preferred stock, that may have rights,
preferences and privileges senior to our common stock. We cannot assure you
that we will be able to raise additional funds on terms acceptable to us, if at
all. If future financing is not available or is not available on acceptable
terms, we may not be able to fund our future needs which would have a material
adverse effect on our business, results of operations and financial condition.
We currently anticipate that the net proceeds from the series A preferred stock
offering and the investment by Mechanical Technology Incorporated, together with
available funds, will be sufficient to meet our anticipated needs for the
reasonably foreseeable future.
PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS AND DELAWARE LAW
COULD DETER TAKEOVER ATTEMPTS
Certain provisions of our certificate of incorporation and bylaws may
discourage, delay or prevent a change in control of SatCon that you as a
stockholder may consider favorable. These provisions include:
. authorizing the issuance of "blank check" preferred stock that could be
issued by our board of directors to increase the number of outstanding
shares and thwart a takeover attempt,
. a classified board of directors with staggered, three-year terms, which may
lengthen the time required to gain control of our board of directors,
. prohibiting cumulative voting in the election of directors, which would
otherwise allow less than a majority of stockholders to elect director
candidates, and
. limitations on who may call special meetings of stockholders.
In addition, Section 203 of the Delaware General Corporation Law and
provisions in some of our stock incentive plans may discourage, delay or prevent
a change in control of our company. In addition, as noted above, our officers
and directors, and their affiliates, beneficially own a significant percentage
of our outstanding common stock.
WE HAVE NOT PAID DIVIDENDS SINCE OUR INCEPTION
We have not paid dividends to our stockholders since our inception and do
not anticipate paying cash dividends in the foreseeable future. We intend to
reinvest earnings, if any, in the development and expansion of our business.
Declaration of dividends on our common stock or preferred stock will depend
upon, among other things, future earnings, our operating and financial
condition, our capital requirements and general business conditions. See
"Description of Capital Stock -- Dividend Policy."
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the selling
stockholders. We will, however, receive the exercise price of the warrants and
the stock options in the amounts indicated on the cover of this prospectus.
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We will bear all costs (excluding any underwriting discounts and
commissions and expenses incurred by the selling stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the selling
stockholders in disposing of the shares), fees and expenses incurred in
effecting the registration of the shares covered by this prospectus, including,
without limitation, all registration and filing fees, Nasdaq listing fees, fees
and expenses of our counsel, fees and expenses of our accountants, and blue sky
fees and expenses.
SELLING STOCKHOLDERS
The following table sets forth the number of shares owned by or issuable
upon exercise of the warrants or stock options held by each of the selling
stockholders. None of the selling stockholders has had a material relationship
with SatCon or any of our subsidiaries within the past three years other than as
a result of the ownership of shares or other securities of SatCon. No estimate
can be given as to the amount of shares that will be held by the selling
stockholders after completion of this offering because the selling stockholders
may offer all or some of the shares and because there are currently no
agreements, arrangements or understandings with respect to the sale of any of
the shares. The shares offered by this prospectus may be offered from time to
time by the selling stockholders named below. The table sets forth, to our
knowledge, certain information about the selling stockholders as of January 31,
2000.
<TABLE>
<CAPTION>
Number of Percentage of Number of Percentage of
Shares of Shares of Shares of Shares of
Common Stock Common Stock Number of Common Stock Common Stock
Beneficially Beneficially Shares of Beneficially Beneficially
Name of Selling Owned Prior to Owned Prior to Common Stock Owned After Owned After
Stockholder Offering(1) Offering (1) Offered Hereby Offering (1)(2) Offering (1)(2)
----------- ----------- ------------ -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Mechanical Technology 1,900,000 15.3% 1,900,000 0 0
Incorporated
Northrop Grumman 778,761 6.2% 778,761 0 0
Corporation
Frank Ingrassia 100,000 * 100,000 0 0
David Stetson 100,000 * 100,000 0 0
</TABLE>
__________________________
* Less than one percent of the number of shares of common stock outstanding.
(1) Except as otherwise indicated, the number of shares beneficially owned is
determined under rules promulgated by the SEC, and the information is not
necessarily indicative of beneficial ownership for any other purpose. To
our knowledge, the selling stockholders have sole voting and investment
power with respect to all shares listed as owned by the selling
stockholders.
(2) We do not know when or in what amounts a selling stockholder may offer
shares for sale. The selling stockholders may not sell any or all of the
shares offered by this prospectus. Because the selling stockholders may
offer all or some of the shares pursuant to this offering, and because
there are currently no agreements, arrangements or understandings with
respect to the sale of any of the shares that will be held by the selling
stockholders after completion of the offering, we can not estimate the
number of the shares that will be held by the selling stockholders after
completion of the offering. However, for purposes of this table, we have
assumed that, after completion of the offering, none of the shares covered
by this prospectus will be held by the selling stockholders.
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DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
We are authorized to issue up to 20,000,000 shares of common stock, of
which 11,396,570 shares are issued and outstanding as of December 31, 1999. The
following summary description of the common stock is qualified in its entirety
by reference to our certificate of incorporation.
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 our board of directors out of funds legally available therefor, and, upon the
liquidation, dissolution or winding up of SatCon, 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
We are authorized to issue up to 1,000,000 shares of preferred stock, 8000
of which are represented by our Series A Convertible Redeemable Preferred Stock
which are issued and outstanding. The preferred stock may be issued in one or
more series, the terms of which may be determined at the time of issuance by our
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. The issuance of preferred stock could reduce the
rights, including voting rights, of the holders of common stock, and, therefore,
reduce the value of our common stock. In particular, specific rights granted to
future holders of preferred stock could be used to restrict our ability to merge
with or sell our assets to a third party, thereby preserving control of SatCon
by existing management.
Series A Convertible Redeemable Preferred Stock
8,000 shares of our series A preferred stock were outstanding on December
31, 1999. The series A preferred stock has a liquidation value of $1,000 per
share and is entitled to distribution upon liquidation of SatCon of its
liquidation value in priority to the common stock and any other class of
securities ranking junior to the series A preferred stock. The series A
preferred stock is initially convertible into common stock at a conversion price
of $7.80 per share. The conversion price and the number of shares issuable upon
conversion are subject to adjustment in certain circumstances, including
issuances, subject to certain exceptions, of common stock below the initial
conversion price.
If it has not been converted to common stock prior to that time, we are
required to redeem the series A preferred stock in August 2006 at a price equal
to its liquidation preference. If the average market price of our common stock
(after adjustments for stock splits, reclassifications and similar transactions)
is $5.00 or less, for the sixty trading days prior to August 25, 2003, we are
required to redeem the series A preferred stock in August 2003 at a price equal
to its liquidation value. The redemption price may be paid, at our option, in
cash and/or shares of common stock. We also have the right to redeem the series
A preferred stock if the market value of our common stock is greater than $15.60
for twenty consecutive trading days.
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Holders of our series A preferred stock have the right to vote as a class,
as if their shares were converted into common stock, if we sell all or
substantially all of our assets or if we merge with or into another company and
we are not the surviving entity. Moreover, without the approval of the holders
of 75% of the outstanding shares of the series A preferred stock, we cannot
amend, alter or repeal the preferences, special rights or other powers of the
series A preferred stock so as to affect adversely the series A preferred stock.
LIMITATION OF OFFICERS' AND DIRECTORS' LIABILITIES UNDER DELAWARE LAW
In accordance with Delaware law, our certificate of incorporation
eliminates in certain circumstances the liability of our directors 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 SatCon or our 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, our bylaws include provisions to indemnify our 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 SatCon. With respect to matters
as to which our officers and directors and others are determined to be liable
for misconduct or negligence in the performance of their duties, our bylaws
provide for indemnification only to the extent that we determine that such
person acted in good faith and in a manner not opposed to the best interests of
SatCon.
However, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
SatCon pursuant to Delaware state law, as well as the foregoing charter and
bylaw provisions, we have been informed that in the opinion of the SEC, 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
We have not paid dividends on our common stock or preferred stock since our
inception, and we have no intention of paying any dividends to our stockholders
in the foreseeable future. We intend to reinvest earnings, if any, in the
development and expansion of our business. Any declaration of dividends in the
future will be at the election of our board of directors and will depend upon
the earnings, capital requirements and financial position of SatCon, general
economic conditions, requirements of any bank lending arrangements which may
then be in place and other pertinent factors.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time by the selling stockholders. The term "selling stockholders" includes
donees, pledgees, transferees or other successors-in-interest selling shares
received after the date of this prospectus from a selling stockholder as a
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gift, pledge, partnership distribution or other non-sale related transfer. The
selling stockholders will act independently of us 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 and under terms then
prevailing or at prices related to the then current market price or in
negotiated transactions. The selling stockholders may sell their shares by one
or more of, or a combination of, the following methods:
. purchases by a broker-dealer as principal and resale by such broker-
dealer for its own account pursuant to this prospectus,
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers,
. 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,
. an over-the-counter distribution in accordance with the rules of the
Nasdaq National Market,
. in privately negotiated transactions, and
. in options transactions.
In addition, any shares that qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this prospectus.
To the extent required, this prospectus may be amended and supplemented
from time to time to describe a specific plan of distribution. In connection
with distributions of the shares or otherwise, the selling stockholders may
enter into hedging transactions with broker-dealers or other financial
institutions. In connection with such transactions, broker-dealers or other
financial institutions may engage in short sales of the common stock in the
course of hedging the positions they assume with selling stockholders. The
selling stockholders may also sell the common stock short and redeliver the
shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker-dealers or other financial
institutions which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-
dealer or other financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction). The selling stockholders
may also pledge shares to a broker-dealer or other financial institution, and,
upon a default, such broker-dealer or other financial institution, may effect
sales of the pledged shares pursuant to this prospectus (as supplemented or
amended to reflect such transaction).
In effecting sales, broker-dealers or agents engaged by the selling
stockholders may arrange for other broker-dealers to participate. Broker-
dealers or agents may receive commissions, discounts or concessions from the
selling stockholders in amounts to be negotiated immediately prior to the sale.
In offering the shares covered hereby, the selling stockholders and any
broker-dealers who execute sales for the selling stockholders may be deemed to
be "underwriters" within the meaning of the Securities Act in connection with
such sales. Any profits realized by the selling stockholders and the
compensation of such broker-dealer may be deemed to be underwriting discounts
and commissions.
In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
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We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates.
In addition, we will make copies of this prospectus available to the selling
stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling stockholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of shares is made, if required, a prospectus
supplement will be distributed that will set forth the number of shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer and the proposed selling
price to the public.
We have agreed to indemnify the selling stockholders against certain
liabilities, including certain liabilities under the Securities Act.
We have agreed with the selling stockholders to keep the Registration
Statement of which this prospectus constitutes a part effective until the
earlier of (i) such time as all of the shares covered by this prospectus have
been disposed of pursuant to and in accordance with the Registration Statement
or (ii) the second anniversary of the effective date of the Registration
Statement.
LEGAL MATTERS
The validity of the shares offered by this prospectus has been passed upon
by Hale and Dorr LLP.
EXPERTS
The financial statements as of September 30, 1998 and 1997 and for each of
the two years in the period ended September 30, 1998 included in this prospectus
have been so included in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The consolidated balance sheet of SatCon Technology Corporation as of
September 30, 1999 and the related consolidated statement of operations, changes
in stockholders' equity and cash flows for the year then ended, incorporated by
reference herein and in the Registration Statement, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing.
The consolidated balance sheets of Ling Electronics, Inc. and its
subsidiary as of September 30, 1999 and 1998 and the related consolidated
statements of operations, shareholder's equity and cash flows for each of the
years in the two-year period ended September 30, 1999, have been incorporated by
reference herein and in the Registration Statement in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, incorporated by reference
herein, given on the authority of said firm as experts in auditing and
accounting.
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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 SatCon (except any underwriting discounts
and commissions and expenses incurred by the selling stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the selling
stockholders in disposing of the shares). All amounts shown are estimates
except the Securities and Exchange Commission registration fee.
<TABLE>
<S> <C>
Filing Fee - Securities and Exchange Commission ................ $ 13,790
Legal fees and expenses ........................................ $100,000
Accounting fees and expenses ................................... $ 30,000
Miscellaneous expenses ......................................... $ 16,210
========
Total Expenses ............................................ $160,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law allows a corporation to
eliminate the personal liability of directors of a corporation to the
corporation or its stockholders for monetary damages for a breach of fiduciary
duty as a director, except where the director breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. SatCon has included such a provision in its Certificate of
Incorporation. This provision reads as follows:
"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."
Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have 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 any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or
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in the right of the corporation, no indemnification shall be made with respect
to any matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the adjudicating court like
determines that such indemnification is proper under the circumstances. SatCon's
Bylaws include the following provision:
"Reference is made to Section 145 and any other relevant provisions of
the General Corporation Law of the State of Delaware. Particular reference
is made to the class of persons, hereinafter called "Indemnitees", who may
be indemnified by a Delaware corporation pursuant to the provisions of such
Section 145, namely, any person or the heirs, executors, or administrators
of such person, who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the
fact that such person is or was a director, officer, employee, or agent of
such corporation or is or was serving at the request of such corporation as
a director, officer, employee, or agent of another corporation, partnership
joint venture, trust, or other enterprise. The Corporation shall, and is
hereby obligated to, indemnify the Indemnitees, and each of them in each
and every situation where the Corporation is obligated 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."
SatCon has purchased directors' and officers' liability insurance which
would indemnify its directors and officers against damages arising out of
certain kinds of claims which might be made against them based on their
negligent acts or omissions while acting in their capacity as such.
II-2
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
<S> <C>
2.1(1) Stock Purchase Agreement, dated as of October 21, 1999, by and among
the Registrant, Mechanical Technology Incorporated, Ling Electronics,
Inc. and Ling Electronics, Ltd.
2.2(2) Asset Purchase Agreement, dated as of November 16, 1999, by and
between the Registrant and Northrop Grumman Corporation.
4.1(3) Certificate of Incorporation of the Registrant.
4.2(3) Bylaws of the Registrant.
4.3(4) Certificate of Amendment of Certificate of Incorporation of the
Registrant, as filed with the Secretary of State of the State of
Delaware on May 12, 1997.
4.4(4) Bylaws Amendment of the Registrant.
4.5(5) Certificate of Amendment of Certificate of Incorporation of the
Registrant, as filed with the Secretary of State of the State of
Delaware on March 17, 1999.
4.6(5) Certificate of Designation of Series and Statement of Variations of
Relative Rights, Preferences and Limitations of Preferred Stock, dated
as of August 25, 1999, relating to the Series A Convertible Redeemable
Preferred Stock.
5.1 Opinion of Hale and Dorr LLP.
10.1(1) Securities Purchase Agreement, dated as of October 21, 1999, between
the Registrant and Mechanical Technology Incorporated.
10.2(1) SatCon Registration Rights Agreement, dated as of October 21, 1999,
between the Registrant and Mechanical Technology Incorporated.
10.3(1) Form of Stock Purchase Warrant issued on October 21, 1999 by the
Registrant to Mechanical Technology Incorporated.
10.4(2) Registration Rights Agreement, dated as of November 16, 1999, by and
between the Registrant and Northrop Grumman Corporation.
10.5(2) Form of Stock Purchase Warrant issued on November 16, 1999 by the
Registrant to Northrop Grumman Corporation.
10.6 Stock Purchase Warrant issued on February 4, 2000 by the Registrant to
Northrop Grumman Corporation.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed herewith.
24.1** Power of Attorney.
</TABLE>
_________________
** Previously filed.
II-3
<PAGE>
(1) Incorporated by reference to Exhibits to the Registrant's Current Report on
Form 8-K dated October 21, 1999.
(2) Incorporated by reference to Exhibits to the Registrant's Current Report on
Form 8-K dated November 16, 1999.
(3) Incorporated by reference to Exhibits to the Registrant's Registration
Statement on Form S-1 (File No. 33-49286).
(4) Incorporated by reference to Exhibits to the Registrant's Quarterly Report
on Form 10-Q for the period ended March 31, 1997.
(5) Incorporated by reference to Exhibits to the Registrant's Current Report on
Form 8-K dated August 25, 1999.
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 volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end 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;
provided, however, that paragraphs (1)(i) and (1)(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 Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference 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.
II-4
<PAGE>
(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 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 (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-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth
of Massachusetts, on February 8, 2000.
SATCON TECHNOLOGY CORPORATION
By: /s/ David B. Eisenhaure
----------------------------------------
David B. Eisenhaure
President, Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David B. Eisenhaure Chairman of the Board, President, Chief Executive February 8, 2000
- ---------------------------- Officer and Director (Principal Executive Officer)
David B. Eisenhaure
/s/ Michael C. Turmelle* Director, Treasurer and Vice President of Finance February 8, 2000
- ---------------------------- (Principal Financial Officer and Principal
Michael C. Turmelle Accounting Officer)
/s/ James L. Kirtley, Jr.* Director and Vice President and General Manager of February 8, 2000
- ---------------------------- the Technology Center
James L. Kirtley, Jr.
/s/ Marshall J. Armstrong* Director February 8, 2000
- ----------------------------
Marshall J. Armstrong
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Alan P. Goldberg* Director February 8, 2000
- ----------------------------
Alan P. Goldberg
/s/ Thomas A. Hurkmans* Director February 8, 2000
- ----------------------------
Thomas A. Hurkmans
/s/ John P. O'Sullivan, Jr.* Director February 8, 2000
- ----------------------------
John P. O'Sullivan, Jr.
* By: /s/David B. Eisenhaure
----------------------------
David B. Eisenhaure
Attorney-In-Fact
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
2.1(1) Stock Purchase Agreement, dated as of October 21, 1999, by and among
the Registrant, Mechanical Technology Incorporated, Ling Electronics,
Inc. and Ling Electronics, Ltd.
2.2(2) Asset Purchase Agreement, dated as of November 16, 1999, by and
between the Registrant and Northrop Grumman Corporation.
4.1(3) Certificate of Incorporation of the Registrant.
4.2(3) Bylaws of the Registrant.
4.3(4) Certificate of Amendment of Certificate of Incorporation of the
Registrant, as filed with the Secretary of State of the State of
Delaware on May 12, 1997.
4.4(4) Bylaws Amendment of the Registrant.
4.5(5) Certificate of Amendment of Certificate of Incorporation of the
Registrant, as filed with the Secretary of State of the State of
Delaware on March 17, 1999.
4.6(5) Certificate of Designation of Series and Statement of Variations of
Relative Rights, Preferences and Limitations of Preferred Stock, dated
as of August 25, 1999, relating to the Series A Convertible Redeemable
Preferred Stock.
5.1 Opinion of Hale and Dorr LLP.
10.1(1) Securities Purchase Agreement, dated as of October 21, 1999, between
the Registrant and Mechanical Technology Incorporated.
10.2(1) SatCon Registration Rights Agreement, dated as of October 21, 1999,
between the Registrant and Mechanical Technology Incorporated.
10.3(1) Form of Stock Purchase Warrant issued on October 21, 1999 by the
Registrant to Mechanical Technology Incorporated.
10.4(2) Registration Rights Agreement, dated as of November 16, 1999, by and
between the Registrant and Northrop Grumman Corporation.
10.5(2) Form of Stock Purchase Warrant issued on November 16, 1999 by the
Registrant to Northrop Grumman Corporation.
10.6 Stock Purchase Warrant issued on February 4, 2000 by the Registrant to
Northrop Grumman Corporation.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed herewith.
24.1** Power of Attorney.
</TABLE>
___________________
** Previously filed.
<PAGE>
(1) Incorporated by reference to Exhibits to the Registrant's Current Report on
Form 8-K dated October 21, 1999.
(2) Incorporated by reference to Exhibits to the Registrant's Current Report on
Form 8-K dated November 16, 1999.
(3) Incorporated by reference to Exhibits to the Registrant's Registration
Statement on Form S-1 (File No. 33-49286).
(4) Incorporated by reference to Exhibits to the Registrant's Quarterly Report
on Form 10-Q for the period ended March 31, 1997.
(5) Incorporated by reference to Exhibits to the Registrant's Current Report on
Form 8-K dated August 25, 1999.
<PAGE>
EXHIBIT 5.1
HALE AND DORR LLP
COUNSELORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 . FAX 617-526-5000
February 8, 2000
SatCon Technology Corporation
161 First Street
Cambridge, Massachusetts 02142-1221
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), for the registration of an aggregate
of 2,878,761 shares (the "Shares") of Common Stock, $.01 par value per share
(the "Common Stock"), of SatCon Technology Corporation, a Delaware corporation
(the "Company"), consisting of (i) 2,378,761 shares of Common Stock; (ii)
300,000 shares of Common Stock issuable upon exercise of certain warrants of the
Company (the "Warrants"); and (iii) 200,000 shares of Common Stock issuable upon
exercise of certain non-qualified stock options of the Company (the "Options").
All of the Shares are being registered on behalf of certain stockholders,
warrantholders or optionholders of the Company (the "Selling Stockholders").
We have acted as counsel for the Company in connection with the
registration for resale of the Shares. We have examined signed copies of the
Registration Statement to be filed with the Commission. We have also examined
and relied upon the minutes of meetings of the stockholders and the Board of
Directors of the Company as provided to us by the Company, stock record books of
the Company as provided to us by the Company, the Certificate of Incorporation
and Bylaws of the Company, each as amended to date, and such other documents as
we have deemed necessary for purposes of rendering the opinions hereinafter set
forth.
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, to register and qualify the Shares for sale under all
applicable state securities or "blue sky" laws.
WASHINGTON, D.C. BOSTON, MA LONDON, UK*
- --------------------------------------------------------------------------------
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE>
SatCon Technology Corporation
February 8, 2000
Page 2
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, Delaware law 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 and are (or will be, upon exercise of the
Warrants and the Options in accordance with the terms thereof) validly issued,
fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
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 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.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
<PAGE>
EXHIBIT 10.6
------------
THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED FOR INVESTMENT ONLY
AND NOT FOR RESALE. THEY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAW. THESE SECURITIES MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS FIRST REGISTERED UNDER SUCH LAWS, OR
UNLESS SATCON TECHNOLOGY CORPORATION (THE "COMPANY"), AS THE ISSUER, HAS
RECEIVED AN OPINION OF COUNSEL (WHICH COUNSEL MAY BE AN EMPLOYEE OF THE HOLDER
OF THIS CERTIFICATE OR SUCH HOLDER'S AFFILIATE) TO THE EFFECT THAT SUCH
TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS, INCLUDING THE TERMS AND CONDITIONS RELATING TO REGISTRATION RIGHTS,
SET FORTH IN A CERTAIN AGREEMENT DATED AS OF NOVEMBER 16, 1999 BY AND AMONG THE
COMPANY AND NORTHROP GRUMMAN CORPORATION, AS FROM TIME TO TIME AMENDED, MODIFIED
OR SUPPLEMENTED, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.
NO. W-2 NUMBER OF SHARES: 100,000
Date: February 4, 2000
WARRANT CERTIFICATE
SATCON TECHNOLOLGY CORPORATION
This Warrant Certificate certifies that NORTHROP GRUMMAN CORPORATION
(together with any subsequent holder of this Warrant, the "Holder") is the
holder of a Warrant (the "Warrant") to purchase 100,000 shares (the "Shares") of
the common stock, par value $0.01 per share ("Common Stock"), of SATCON
TECHNOLOGY CORPORATION (the "Company"), at a purchase price of $9.725 per Share
("Purchase Price"). The Warrant may be exercised as provided in Section 1
below. The number of shares that may be purchased upon exercise of the Warrant
set forth above, and the Purchase Price per share set forth above, are the
number and Purchase Price as of the date hereof and are subject to adjustment as
set forth below.
The Warrant is subject to the following terms, conditions and provisions:
SECTION 1. EXERCISE OF WARRANT; PURCHASE PRICE; TERM.
-----------------------------------------
(a) EXERCISE OF WARRANT. Upon the completion of negotiations and execution of
the resulting agreement between Northrop Grumman Corporation and Daimler-
Chrysler with respect to engineering services to be provided to Daimler-
Chrysler as specified in and limited by reference to Chrysler in Exhibit A
to the Asset Purchase
1
<PAGE>
Agreement, dated as of November 16, 1999, by and between the Company and
Northrop Grumman Corporation, and the transfer of title for Daimler-
Chrysler acquired tooling and test equipment to the Company by May 16,
2001, the Holder may exercise the Warrant in whole or in part (but, if in
part, only as to a whole number of Shares) at any time and from time to
time during the period (the "Exercise Period") ending on December 31, 2006,
upon surrender of this Warrant Certificate, with the Form of Election
attached thereto duly executed, to the Company at its office, together with
payment of the Purchase Price for all or a portion of the Shares. The
Purchase Price shall be payable in cash or by certified or official bank
check or other immediately available funds payable to the order of the
Company.
(b) ISSUANCE OF COMMON STOCK. Following the receipt of this Warrant
Certificate, with the Form of Election to purchase duly executed,
accompanied by payment of the Purchase Price for the Shares to be purchased
and an amount equal to any applicable transfer tax in cash, or by certified
or official bank check or other immediately available funds payable to the
order of the Company, the Company shall thereupon promptly cause
certificates for the number of whole shares of Common Stock to be purchased
to be delivered to the Holder.
(c) UNEXERCISED WARRANTS. In case the Holder shall exercise the Warrant for an
amount less than all Shares evidenced thereby, a new Warrant Certificate
evidencing a Warrant to purchase the remaining unexercised Shares shall be
issued by the Company to the Holder.
SECTION 2. TRANSFER OF WARRANT CERTIFICATES; LOSS, THEFT, DESTRUCTION OR
-------------------------------------------------------------
MUTILATION OF WARRANT CERTIFICATES.
----------------------------------
(a) TRANSFER OF WARRANT. The Warrant and the Shares issued upon exercise
hereof may not be transferred or assigned without compliance with
applicable federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company, if reasonably
requested by the Company). Subject to the provisions of this subsection,
title to the Warrant may be transferred in the same manner as a negotiable
instrument transferable by endorsement and delivery; provided, however,
that the Warrant may only be transferred in whole and may not be
transferred in part.
(b) LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT CERTIFICATES. In the
event of the loss, theft or destruction of a Warrant Certificate, then,
upon receipt by the Company of (i) evidence reasonably satisfactory to the
Company of such loss, theft, or destruction, (ii) an undertaking of
indemnity or security in a form and by a party reasonably satisfactory to
the Company, and (iii) reimbursement to the Company of all reasonable
expenses incidental thereto, the Company will make and deliver a new
Warrant Certificate of like tenor to the registered owner in lieu of the
Warrant Certificate so lost, stolen, or destroyed; provided, if the
registered owner of such Warrant Certificate is the Holder, or any
insurance company, bank, pension fund or other institutional investor, the
Holder's or such institutional investor's own agreement of indemnity shall
2
<PAGE>
be deemed to be satisfactory for purposes of the preceding clause (ii).
Upon surrender and cancellation of a Warrant Certificate if mutilated, the
Company will make and deliver a new Warrant Certificate of like tenor to
the registered owner in lieu of the Warrant Certificate so mutilated.
SECTION 3. LEGENDS.
-------
Each Warrant Certificate issued evidencing all or any portion of the Warrant
shall, and any Shares issued pursuant to exercise of the Warrant shall, unless
the respective Warrant or Shares shall be covered by an effective registration
statement as provided in the Securities Act, bear an endorsement reading
substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED FOR
INVESTMENT ONLY AND NOT FOR RESALE. THEY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAW. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS FIRST REGISTERED UNDER SUCH LAWS, OR UNLESS SATCON
TECHNOLOGY CORPORATION (THE "COMPANY"), AS THE ISSUER, HAS RECEIVED AN
OPINION OF COUNSEL (WHICH COUNSEL MAY BE AN EMPLOYEE OF THE HOLDER OF
THIS CERTIFICATE OR SUCH HOLDER'S AFFILIATE) TO THE EFFECT THAT SUCH
TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS.
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND CONDITIONS, INCLUDING THE TERMS AND CONDITIONS RELATING TO
REGISTRATION RIGHTS, SET FORTH IN A REGISTRATION RIGHTS AGREEMENT
DATED AS OF NOVEMBER 16, 1999 BY AND AMONG THE COMPANY AND NORTHROP
GRUMMAN CORPORATION, AS FROM TIME TO TIME AMENDED, MODIFIED OR
SUPPLEMENTED, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY."
Section 4. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.
---------------------------------------------------------
The number of shares of Common Stock purchasable upon the exercise of the
Warrant and the payment of the Purchase Price shall be subject to adjustment of
as follows:
(a) DIVIDENDS, SUBDIVISION, COMBINATIONS AND RECLASSIFICATIONS. In case the
Company shall (i) pay a dividend in shares of Common Stock or make a
distribution in shares of Common Stock, (ii) subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock,
(iii) combine its outstanding shares of Common Stock into a smaller number
of shares of Common Stock or (iv) issue by reclassification of its shares
of Common Stock other securities of the Company (including, without
limitation, any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), upon exercise
of the Warrant at any time subsequent to any such event the Holder shall
be
3
<PAGE>
entitled to receive the kind and number of shares of Common Stock or other
securities of the Company that it would have owned or have been entitled to
receive after the happening of any of the events described above, had the
Warrant been exercised immediately prior to the happening of such event or
any record date with respect thereto. An adjustment made pursuant to this
subsection shall become effective on the effective date of such event.
(b) REORGANIZATION OR MERGER, ETC. If after the issuance of the Warrant,
any capital reorganization of the Company, or any reclassification of its Common
Stock, or any consolidation of the Company with or merger of the Company with or
into any other person or any sale, lease or other transfer of all or
substantially all of the assets of the Company to any other person, shall be
effected in such a way that a holder of Common Stock shall be entitled to
receive stock, other securities or assets (whether such stock, other securities
or assets are issued or distributed by the Company or another person) with
respect to or in exchange for Common Stock of the Company, then, upon exercise
of the Warrant the Holder shall have the right to receive the kind and amount of
stock, other securities or assets receivable upon such reorganization,
reclassification, consolidation, merger or sale, lease or other transfer by a
holder of the number of shares of Common Stock that such Holder would have been
entitled to receive upon exercise of the Warrant had the Warrant been exercised
immediately before such reorganization, reclassification, consolidation, merger
or sale, lease or other transfer.
(c) DE MINIMIS ADJUSTMENTS. No adjustment in the number of shares of
Common Stock purchasable under the Warrant shall be required unless such
adjustment would require an increase or decrease of at least two percent (2%) in
the number of such shares purchasable upon the exercise of the Warrant;
provided, that any adjustments that by reason of this subsection are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment; and provided further, upon exercise of the Warrant, the
Company shall make all necessary adjustments not theretofore made up to and
including the date upon which the Warrant is exercised.
SECTION 5. NO ENTITLEMENT TO VOTE OR RECEIVE DIVIDENDS.
-------------------------------------------
Without limitation of any of the rights of the Holder under the Shareholders
Agreement described in Section 6 below, the Holder shall not be entitled to vote
or receive dividends or be deemed for any purpose the holder of common Stock or
of any other securities of the Company that may at any time be issued upon the
exercise of the Warrant but have not yet been so issued, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the
rights of a stockholder of the Company or any right to vote upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issue of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights, or otherwise, until the Warrant shall have
been exercised as provided herein.
4
<PAGE>
SECTION 6. REGISTRATION RIGHTS AGREEMENT.
-----------------------------
The Warrant is entitled to the benefits of and subject to all of the terms,
conditions and provisions of that certain Registration Rights Agreement dated as
of November 16, 1999 by and among the Company and Northrop Grumman Corporation,
as from time to time amended, modified or supplemented, and the Holder hereof
agrees to perform and observe and be subject to all of such terms, conditions
and provisions with respect to the Warrant and any Shares issued pursuant
hereto.
WITNESS the signature of the proper officer of the Company, dated the date
first above written.
By: /s/ David B. Eisenhaure
--------------------------
Name: David B. Eisenhaure
------------------------
Title: President
-----------------------
5
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of our report dated December 17, 1998 relating to the
financial statements and financial statement schedule, which appears in SatCon
Technology Corporation's Annual Report on Form 10-K for the year ended September
30, 1999. We also consent to the references to us under the heading "Experts"
in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 8, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated December 27, 1999
included in SatCon Technology Corporation's Form 10-K for the year ended
September 30, 1999 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
February 8, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated December 3, 1999 relating to the
consolidated financial statements of Ling Electronics, Inc. and its subsidiary,
which appears in SatCon Technology Corporation's Current Report on Form 8-K/A,
dated October 21, 1999. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Albany, New York
February 8, 2000
