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As filed with the Securities and Exchange Commission on August 15, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SATCON TECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-2857552
------------------------------- ---------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
161 FIRST STREET, CAMBRIDGE, MASSACHUSETTS 02142
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(Address of Principal Executive Offices) (Zip Code)
1999 STOCK INCENTIVE PLAN
-------------------------
(Full Title of the Plan)
DAVID B. EISENHAURE
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
SATCON TECHNOLOGY CORPORATION
161 FIRST STREET
CAMBRIDGE, MASSACHUSETTS 02142-1221
---------------------------------------
(Name and Address of Agent for Service)
(617) 661-0540
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(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------ ---------------------------- ---------------------- -------------------- -------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
------------------------------ ---------------------------- ---------------------- -------------------- -------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 1,716,000(1) $26.1875(2) $44,937,750(2) $11,864
shares
------------------------------ ---------------------------- ---------------------- -------------------- -------------------------
</TABLE>
(1) Includes an aggregate of 216,000 shares issued to certain employees of
the Registrant on January 19, 2000 outside of the Registrant's 1999
Stock Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market on
August 9, 2000 in accordance with Rules 457(c) and 457(h) under the
Securities Act of 1933, as amended.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the 1999 Stock Incentive Plan of SatCon Technology
Corporation (the "Registrant"), pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the Registrant's latest fiscal year for which such statements have been
filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the common stock of the Registrant, $0.01 par
value per share (the "Common Stock"), contained in a registration statement
filed under the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 2. DESCRIPTION OF SECURITIES
Not applicable.
Item 3. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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Item 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of Delaware General Corporation Law, as amended,
enables a corporation in its original certificate of incorporation or an
amendment thereto validly approved by stockholders to eliminate or limit
personal liability of members of its Board of Directors for violations of a
director's fiduciary duty. Article NINTH of the Registrant's Certificate of
Incorporation, as amended, eliminates in certain circumstances the liability of
directors of the Registrant for monetary damages for breach of their fiduciary
duty as directors. This provision does not eliminate the liability of a director
(i) for a breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions by the director not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for a
willful or negligent declaration of an unlawful dividend, stock purchase or
redemption or (iv) for transactions from which the director derived an improper
personal benefit.
Section 145 of Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite an adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
In accordance with Section 145, the Registrant's Bylaws, as amended,
include provisions to indemnify its officers and directors and other persons
against expenses, judgments, fines and amounts paid in settlement in
connection with threatened, pending or completed suits of proceedings against
such persons by reason of serving or having served as officers, directors or
in other capacities, except in relation to matters with respect to which such
persons shall be determined not to have acted in good faith, unlawfully or in
the best interests of the Registrant.
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With respect to matters as to which the Registrant's officers and directors
and others are determined to be liable for misconduct or negligence in the
performance of their duties, the Registrant's Bylaws, as amended, provide for
indemnification only to the extent that the Registrant determines that such
person acted in good faith and in a manner not opposed to the best interests
of the Registrant.
However, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, or persons controlling
the Registrant pursuant to Delaware state law, as well as the foregoing charter
and bylaw provisions, the Registrant has been informed that in the opinion of
the Commission, such indemnification as it relates to federal securities laws is
against public policy and, therefore, unenforceable. Further, insofar as
limitations may be so permitted pursuant to Delaware state law, as well as the
foregoing charter and bylaw provisions, such limitation of liabilities does not
apply to any liabilities arising under federal securities laws.
In addition, Section 145 permits the Registrant to purchase and
maintain insurance on behalf of any officer, director, employee or agent of the
Registrant or any person serving at the request of the Registrant as an officer,
director, employee or agent of another corporation serving as described above
whether or not the Registrant would have the power to indemnify him under
Section 145. The Registrant has a directors and officers liability policy that
insures the Registrant's officers and directors against certain liabilities.
Item 5. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 6. EXHIBITS
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 7. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement;
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provided, however, that paragraphs (i) and (ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts on this 15th
day of August, 2000.
SATCON TECHNOLOGY CORPORATION
By: /s/ DAVID B. EISENHAURE
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David B. Eisenhaure
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of SatCon Technology
Corporation hereby severally constitute David B. Eisenhaure, Michael C. Turmelle
and Jeffrey N. Carp, Esq., and each of them singly, our true and lawful
attorneys with full power to any of them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all pre-effective and
post-effective amendments to said Registration Statement, and generally to do
all such things in our names and behalf in our capacities as officers and
directors to enable SatCon Technology Corporation to comply with the provisions
of the Securities Act and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said Registration Statement and any
and all amendments thereto.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ DAVID B. EISENHAURE President, Chief Executive Officer and August 15, 2000
--------------------------- Chairman of the Board (Principal Executive
David B. Eisenhaure Officer)
/s/ SEAN F. MORAN Vice President of Finance, Chief Financial August 15, 2000
--------------------------- Officer and Treasurer (Principal Financial
Sean F. Moran and Accounting Officer)
/s/ MICHAEL C. TURMELLE. Vice President, Chief Operating Officer, August 15, 2000
--------------------------- Secretary and Director
Michael C. Turmelle
/s/ JAMES L. KIRTLEY, JR. Vice President, Chief Scientist and Director August 15, 2000
---------------------------
James L. Kirtley, Jr.
/s/ MARSHALL J. ARMSTRONG Director August 15, 2000
---------------------------
Marshall J. Armstrong
/s/ ALAN P. GOLDBERG Director August 15, 2000
---------------------------
Alan P. Goldberg
/s/ THOMAS A. HURKMANS Director August 15, 2000
---------------------------
Thomas A. Hurkmans
--------------------------- Director
Gerald L. Wilson
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
NUMBER DESCRIPTION
<S> <C>
4.1(1) Specimen Certificate of Common Stock, $0.01 par value
5 Opinion of Hale and Dorr LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Deloitte & Touche LLP
23.5 Consent of Hale and Dorr LLP (included in Exhibit 5)
24 Power of Attorney (included in the signature pages of this Registration
Statement)
</TABLE>
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1 Incorporated herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (File No. 33-49286)
9
