SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Amendment No. 6
Under the Securities Exchange Act of 1934
SUPERCONDUCTOR TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
867931107
(CUSIP Number)
H. Vaughan Blaxter, III
1900 Grant Building
Pittsburgh, Pennsylvania 15219
(412) 281-2620
(Name, address and telephone number of person
authorized to receive notices and communications)
June 2, 1999
Date of Event which Requires Filing of this Statement
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this statement, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the
following box [ X ]
<PAGE>
<PAGE>CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
C. G. GREFENSTETTE, Trustee for Various Trusts I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
5,000
8 Shared Voting Power
4,731,687
9. Sole Dispositive Power
5,000
10 Shared Dispositive Power
4,731,687
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,736,687
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
40.5%
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THOMAS G. BIGLEY, Trustee for Various Trusts I.D. #
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
10,000
8 Shared Voting Power
460,000
9. Sole Dispositive Power
10,000
10 Shared Dispositive Power
460,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
470,000
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
4.02%
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER
AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF JULIET
LEA HILLMAN SIMONDS I.D. #25-6193084
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
115,000
8 Shared Voting Power
9. Sole Dispositive Power
115,000
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
115,000
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.98%
14 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER
AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF AUDREY
HILLMAN FISHER I.D. #25-6193085
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
115,000
8 Shared Voting Power
9. Sole Dispositive Power
115,000
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
115,000
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.98%
14 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER
AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF HENRY
LEA HILLMAN, JR. I.D. #26-6193086
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
115,000
8 Shared Voting Power
9. Sole Dispositive Power
115,000
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
115,000
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.98%
14 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THOMAS G. BIGLEY AND C. G. GREFENSTETTE, TRUSTEES UNDER
AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF WILLIAM
TALBOTT HILLMAN I.D. #25-6193087
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
115,000
8 Shared Voting Power
9. Sole Dispositive Power
115,000
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
115,000
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
.98%
14 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HENRY L. HILLMAN I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
4,271,687
9 Sole Dispositive Power
10 Shared Dispositive Power
4,271,687
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,271,687
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
36.53%
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
ELSIE HILLIARD HILLMAN I.D. ####-##-####
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
4,271,687
9 Sole Dispositive Power
10 Shared Dispositive Power
4,271,687
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,271,687
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
36.53%
14 Type of Reporting Person
IN
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE,
TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER
18, 1985I.D. #18-2145466
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
445,000
8 Shared Voting Power
3,826,687
9 Sole Dispositive Power
445,000
10 Shared Dispositive Power
3,826,687
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,271,687
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
36.53%
14 Type of Reporting Person
OO
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
THE HILLMAN COMPANY I.D. #25-1011286
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
3,826,687
9 Sole Dispositive Power
10 Shared Dispositive Power
3,826,687
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,826,687
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
32.72%
14 Type of Reporting Person
CO
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
WILMINGTON INVESTMENTS, INC. I.D. #51-0344688
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
8 Shared Voting Power
3,826,687
9 Sole Dispositive Power
10 Shared Dispositive Power
3,826,687
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,826,687
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
32.72%
14 Type of Reporting Person
CO
<PAGE>
CUSIP NO. 867931107
1 Name of Reporting Person S.S. or I.R.S. Identification No. of above
Person
WILMINGTON SECURITIES, INC. I.D. #51-0114700
2 Check the Appropriate Box if Member of a Group (a) [ X
] (b) [ ]
3 SEC Use Only
4 Source of Funds
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
3,826,687
8 Shared Voting Power
9 Sole Dispositive Power
3,826,687
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,826,687
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
32.72%
14 Type of Reporting Person
CO
<PAGE>
SCHEDULE 13D
Amendment No. 6
This statement ("Statement") constitutes Amendment No. 6 to Schedule 13D
filed with the Securities and Exchange Commission (the "Commission") on June
11, 1999 (the "Filing").
Item 1. Security and Issuer
This Statement relates to the Common Stock, $0.001 par value, of
Superconductor Technologies, Inc., a Delaware corporation (the "Issuer"). The
address of the principal executive offices of the Issuer is 460 Ward Drive,
Suite F, Santa Barbara, California 93111-2310. The Common Stock is quoted on
the Nasdaq National Market under the symbol "SCON".
Item 2. Identity and Background
(a) Names of persons filing (individually, the "Registrant" and
collectively, the "Registrants"):
Wilmington Securities, Inc., a wholly-owned subsidiary of
Wilmington Investments, Inc.
Wilmington Investments, Inc., a wholly-owned subsidiary of
The Hillman Company.
The Hillman Company, a corporation controlled by Henry L.
Hillman, Elsie Hilliard Hillman and C. G. Grefenstette,
as Trustees of the Henry L. Hillman Trust U/A dated
November 18, 1985.
Henry L. Hillman, Elsie Hilliard Hillman and C. G.
Grefenstette, Trustees of the Henry L. Hillman Trust U/A
dated November 18, 1985 (the "Henry L. Hillman Trust").
Thomas G. Bigley and C. G. Grefenstette, Trustees Under Agreement
of Trust Dated 12/30/76 for the Children of Juliet Lea Hillman
Simonds (the " JLHS 1976 Trust").
Thomas G. Bigley and C. G. Grefenstette, Trustees Under Agreement
of Trust Dated 12/30/76 for the Children of Audrey Hillman Fisher
(the "AHF 1976 Trust").
Thomas G. Bigley and C. G. Grefenstette, Trustees Under Agreement
of Trust Dated 12/30/76 for the Children of Henry Lea Hillman, Jr.
(the "HLH Jr. 1976 Trust")
Thomas G. Bigley and C. G. Grefenstette, Trustees Under Agreement
of Trust Dated 12/30/76 for the Children of William Talbott Hillman
(the "WTH 1976 Trust").
C. G. Grefenstette
Thomas G. Bigley
Henry L. Hillman
Elsie Hilliard Hillman
The name, position, business address and citizenship of each director and
executive officer of the entities listed above, each controlling person of
such entities and each director and executive officer of any person or
corporation in control of said entities, is attached hereto as Exhibit 1.
(b) Business Address
The addresses of the Registrants are as follows:
The Hillman Company, the Henry L. Hillman Trust, the JLHS 1976
Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976
Trust are each located at:
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Wilmington Securities, Inc. and Wilmington Investments, Inc.
are each located at:
824 Market Street, Suite 900
Wilmington, Delaware 19801
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Thomas G. Bigley
One Oxford Centre
28th Floor
Pittsburgh, Pennsylvania 15219
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
(c) Principal occupation or employment
The principal occupations of the corporations, listed in response to Item
2(a) are: diversified investments and operations.
The principal occupation of the Henry L. Hillman Trust is: diversified
investments and operations.
The principal occupation of the JLHS 1976 Trust is: diversified
investments and operations.
The principal occupation of the AHF 1976 Trust is: diversified
investments and operations.
The principal occupation of the HLH Jr. 1976 Trust is: diversified
investments and operations.
The principal occupation of the WTH 1976 Trust is: diversified
investments and operations.
C. G. Grefenstette
See Exhibit 1
Thomas G. Bigley
See Exhibit 1
Henry L. Hillman
See Exhibit 1
Elsie Hilliard Hillman
See Exhibit 1
(d) Criminal convictions
None of the persons named in Item 2(a)(including Exhibit 1) have been
convicted in a criminal proceeding in the last five years.
(e) Civil proceedings
None of the persons listed in response to Item 2(a) (including Exhibit 1)
have in the last five years been subject to a judgment, decree or final order
as described in Item 2, subsection (e) of Schedule 13D.
(f) Citizenship
Wilmington Securities, Inc. and Wilmington Investments, Inc. are Delaware
corporations.
The Hillman Company is a Pennsylvania corporation.
The Henry L. Hillman Trust, the JLHS 1976 Trust, the AHF 1976 Trust,
the HLH Jr. 1976 Trust and the WTH 1976 Trust are Pennsylvania
trusts.
C. G. Grefenstette, Thomas G. Bigley, Henry L. Hillman and Elsie
Hilliard Hillman are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
None.
Item 4. Purpose of Transaction
On June 2, 1999 the Company received Stockholders Approval to eliminate
the 19.9% Cap on the conversion of the Preferred Stock and the exercise of the
related warrants. All Series A-2, Series A-3, Series B-1 and Series C
Preferred Stockholders of the Company may now convert their Preferred Stock
to, or exercise the related warrants for Common Stock with no restrictions.
Except as set forth above and in Item 6 below, the Registrants have
no present plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation involving the
Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount
of the assets of the Issuer or any of its subsidiaries, (d) any change in the
present Board of Directors or Management of the Issuer including any plans or
proposals to change the number or term of Directors or to fill any existing
vacancies on the Board, (e) any material change in the present capitalization
or dividend policy of the Issuer, (f) any other material change in the
Issuer's business or corporate structure, (g) changes in the Issuer's charter,
by-laws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person, (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association, (i) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act of 1933, or (j) any action similar to those
enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Beneficial Ownership
5,000 shares of Common Stock are owned of record and
beneficially by C. G. Grefenstette.
10,000 shares of Common Stock are owned of record and
beneficially by Thomas G. Bigley.
775,000 shares of Common Stock are owned of record and
beneficially by Wilmington Securities, Inc. Wilmington
Securities, Inc. also owns 64,584 shares of Series A-2 Preferred
Stock, 12,500 shares of Series A-3 Preferred Stock, 15,000 shares of
Series B-1 Preferred Stock, and 41,667 shares of Series C Preferred
Stock. Wilmington Securities, Inc. also owns a Warrant for 100,000
shares of Common, Stock, a Warrant for 66,667 shares of Common Stock,
a Warrant for 36,000 shares of Common Stock, a Warrant for 54,000
shares of Common Stock, and a Warrant for 120, 000 shares of Common
Stock.
100,000 shares of Common Stock are owned of record and beneficially
by the Henry L. Hillman Trust. The Henry L. Hillman Trust also owns
15,000 shares of Series B-1 Preferred Stock, a Warrant for 36,000
shares of Common Stock and a Warrant for 9,000 shares of Common Stock.
The JLHS 1976 Trust owns 5,000 shares of Series B-1 Preferred Stock,
a Warrant for 12,000 shares of Common Stock and a Warrant for 3,000
shares of Common Stock.
The AHF 1976 Trust owns 5,000 shares of Series B-1 Preferred Stock,
a Warrant for 12,000 shares of Common Stock and a Warrant for 3,000
shares of Common Stock.
The HLH Jr. 1976 Trust owns 5,000 shares of Series B-1 Preferred
Stock, a Warrant for 12,000 shares of Common Stock and a Warrant for
3,000 shares of Common Stock.
The WTH 1976 Trust owns 5,000 shares of Series B-1 Preferred Stock,
a Warrant for 12,000 shares of Common Stock and a Warrant for 3,000
shares of Common Stock.
See Exhibit 2 for the number of shares of Common Stock for which the
above Securities may be converted or exercised.
(b) Power to Vote or Dispose of Shares
Each person listed above in response to Item 5(a) has the sole power to
vote and to direct the vote and the sole power to dispose of and direct the
disposition of those shares except as follows:
(i)Wilmington Investments, Inc., The Hillman Company, Henry L.
Hillman, as settlor and Trustee of the Henry L. Hillman Trust, and Elsie
Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman
Trust, may be deemed to share voting and disposition power regarding 4,271,687
shares of Common Stock held beneficially by Wilmington Securities, Inc.
(ii)Henry L. Hillman, as settlor and Trustee of the Henry L. Hillman
Trust, and Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the
Henry L. Hillman Trust, may be deemed to share voting and disposition power
regarding 445,000 shares of Common Stock held beneficially by the Henry L.
Hillman Trust.
(iii)As trustees of the JLHS 1976 Trust, the AHF 1976 Trust, the HLH
Jr. 1976 Trust and the WTH 1976 Trust Thomas G. Bigley and C. G. Grefenstette
may be deemed to share voting and disposition power regarding 460,000 shares
of Common Stock held beneficially by the JLHS 1976 Trust, the AHF 1976 Trust,
the HLH Jr. 1976 Trust and the WTH 1976 Trust.
(c), (d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Wilmington Securities, Inc. ("WSI") and TGI Fund II, LLC ("TGI") have
signed a Letter of Intent dated May 24, 1999 with the Issuer. Pursuant to the
Letter of Intent, WSI and TGI propose to purchase an aggregate of $5,000,000
of Series D Preferred Stock and Warrants of the Issuer, subject to certain
conditions. Such Series D Preferred Stock would be convertible to Common
Stock at $2.50 per share. The warrants would have an exercise price of $3.00
per share.
.
Item 7. Material to be Filed as Exhibits
Exhibit 1.Information concerning officers and directors of reporting
persons and certain affiliates thereof.
Exhibit 2.Conversion of the Series A-2, A-3, B-1, C and D Preferred Stock
and Warrants.
Exhibit 3.Letter of Intent dated May 24, 1999.
<PAGE>SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WILMINGTON SECURITIES, INC.
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
WILMINGTON INVESTMENTS, INC.
/s/ Andrew H. McQuarrie
By _________________________________________
Andrew H. McQuarrie, Vice President
THE HILLMAN COMPANY
/s/ Lawrence M. Wagner
By _________________________________________
Lawrence M. Wagner, President
HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN
& C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN
TRUST U/A DATED NOVEMBER 18, 1985
/s/ C. G. Grefenstette
By _________________________________________
C. G. Grefenstette, Trustee
<PAGE> THOMAS G. BIGLEY AND C. G. GREFENSTETTE,
TRUSTEES UNDER AGREEMENT OF TRUST DATED
12/30/76 FOR THE CHILDREN OF JULIET LEA
HILLMAN SIMONDS, AUDREY HILLIARD HILLMAN
HENRY LEA HILLMAN, JR., AND WILLIAM
TALBOTT HILLMAN
/s/ Thomas G. Bigley
____________________________________________
Thomas G. Bigley, Trustee
/s/ C. G. Grefenstette
____________________________________________
C. G. Grefenstette, Trustee
/s/ C. G. Grefenstette
____________________________________________
C. G. Grefenstette
/s/ Thomas G. Bigley
____________________________________________
Thomas G. Bigley
/s/ Henry L. Hillman
____________________________________________
Henry L. Hillman
/s/ Elsie Hilliard Hillman
____________________________________________
Elsie Hilliard Hillman
June 11, 1999
Date
EXHIBIT 1
PRINCIPAL OFFICERS AND DIRECTORS OF
THE HILLMAN COMPANY, ALL OF WHOM ARE U.S. CITIZENS
Name and Address Title
Henry L. Hillman Chairman of the Executive Committee
2000 Grant Building and Director
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette Chairman of the Board and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
Lawrence M. Wagner President, Chief Executive Officer
2000 Grant Building and Director
Pittsburgh, Pennsylvania 15219
H. Vaughan Blaxter, III Vice President, Secretary, General
1900 Grant Building Counsel and Director
Pittsburgh, Pennsylvania 15219
Mark J. Laskow Vice President and Director
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Anthony J. Burlando Vice President - Risk Management
1900 Grant Building
Pittsburgh, Pennsylvania 15219
James R. Philp Vice President - Personnel and
2000 Grant Building Administration
Pittsburgh, Pennsylvania 15219
Richard M. Johnston Vice President - Investments and
2000 Grant Building Director
Pittsburgh, Pennsylvania 15219
John W. Hall Vice President - Accounting and
1800 Grant Building Information Services
Pittsburgh, Pennsylvania 15219
<PAGE>Timothy O. Fisher Vice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Bruce I. Crocker Vice President
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Denis P. McCarthy Vice President
1900 Grant Building
Pittsburgh, Pennsylvania 15219
Timothy P. Hall Vice President
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Joseph C. Manzinger Vice President
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Maurice J. White Vice President, Shareholder Services
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Charles H. Bracken, Jr. Vice President
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Eric C. Johnson Treasurer
2000 Grant Building
Pittsburgh, Pennsylvania 15219
D. Richard Roesch Assistant Treasurer
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Michael S. Adamcyk Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Carol J. Cusick Riley Vice President, Associate General
1900 Grant Building Counsel and Assistant Secretary
Pittsburgh, Pennsylvania 15219
Cornel Conley Controller - Corporate
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Mark M. Poljak Controller - Taxes
1800 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie H. Hillman Director
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Audrey H. Fisher Director
2000 Grant Building
Pittsburgh, Pennsylvania 15219
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON INVESTMENTS, INC., ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, III President and Secretary
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Lario M. Marini Senior Vice President and Director
100 South Road
Wilmington, Delaware 19809
Andrew H. McQuarrieVice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Eric C. Johnson Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene Clarke Director
4911 Birch Circle
Wilmington, Delaware 19808
PRINCIPAL OFFICERS AND DIRECTORS OF
WILMINGTON SECURITIES, INC., ALL OF WHOM ARE U.S. CITIZENS
H. Vaughan Blaxter, III President and Secretary
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Lario M. Marini Senior Vice President and Director
100 South Road
Wilmington, Delaware 19809
Andrew H. McQuarrieVice President, Chief Financial
824 Market Street, Suite 900 Officer, Treasurer and Director
Wilmington, Delaware 19801
Richard H. Brown Assistant Vice President and
824 Market Street, Suite 900 Assistant Secretary
Wilmington, Delaware 19801
Eric C. Johnson . Assistant Secretary and
2000 Grant Building Assistant Treasurer
Pittsburgh, Pennsylvania 15219
Jody B. Cosner Assistant Secretary
824 Market Street, Suite 900
Wilmington, Delaware 19801
Joan E. Bachner Assistant Treasurer
824 Market Street, Suite 900
Wilmington, Delaware 19801
Darlene Clarke Director
4911 Birch Circle
Wilmington, Delaware 19808
TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A TRUST
DATED NOVEMBER 18, 1985, ALL OF WHOM ARE U.S. CITIZENS
Henry L. Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
Elsie Hilliard Hillman
2000 Grant Building
Pittsburgh, Pennsylvania 15219
C. G. Grefenstette
2000 Grant Building
Pittsburgh, Pennsylvania 15219
<TABLE>
<CAPTION>
Superconductor Technologies, Inc.
Conversion of Preferred Stock
Number ofCommon Stock
InvestorSeries/WarrantSharesEquivalent
<S> <C> <C> <C>
WSI Series A-2 64,584 1,291,680
Preferred
Series A-3 12,500 250,000
Preferred
Series B-1 15,000 300,000
Preferred
Series C 41,667 833,340
Preferred
Warrant for 120,000 120,000
Common
Warrant for 100,000 100,000
Common
Warrant for 66,667 66,667
Common
Warrant for 36,000 36,000
Common
Warrant for 54,000 54,000
Common
HLH Trust Series B-1 15,000 300,000
Preferred
Warrant for 36,000 36,000
Common
<PAGE>
Warrant for 9,000 9,000
Common
JLHS 1976 Series B-1 5,000 100,000
Trust Preferred
Warrant for 12,000 12,000
Common
Warrant for 3,000 3,000
Common
AHF 1976 Series B-1 5,000 100,000
Trust Preferred
Warrant for 12,000 12,000
Common
Warrant for 3,000 3,000
Common
HLH Jr. 1976 Series B-1 5,000 100,000
Trust Preferred
Warrant for 12,000 12,000
Common
Warrant for 3,000 3,000
Common
WTH 1976 Series B-1 5,000 100,000
Trust Preferred
Warrant for 12,000 12,000
Common
Warrant for 3,000 3,000
Common
</TABLE>
SUPERCONDUCTOR TECHNOLOGIES, INC.
460 Ward Drive, Suite F
Santa Barbara, California 93111
May 24, 1999
Wilmington Securities, Inc.
824 Market Street, Suite 900
Wilmington, Delaware 19801
TGI Fund III, LLC
6501 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104
Re: Series D Preferred Stock Financing
Gentlemen:
This letter evidences the intent of Superconductor Technologies, Inc., a
Delaware corporation ("STI") to sell to each of you, and of each of you
(severally and not jointly) to purchase from STI, shares of Series D Preferred
Stock and warrants having the terms and subject to the conditions indicated on
the term sheet attached hereto as Exhibit A.
Please execute one copy of this letter in the space below to evidence
your commitment to the foregoing.
Very truly yours,
Agreed to this 25th day of May, 1999
Wilmington Securities, Inc.
By: s/ Andrew H. McQuarrie
TGI Fund III, LLC
By: Tredegar Investments, Inc., its Manager
By:
<PAGE>
TERM SHEET
Company: Superconductor Technologies, Inc. (the "Company")
Amount: $5,000,000 to $6,5000,000
Securities:Series D Preferred Stock representing approximately [13%] of the
equity of the Company on a fully diluted basis (including the Company's
employee stock option program).
Purchase Price:$2.50 per share.
Closing Date: _________, 1999, subject to definitive documentation
satisfactory to the Company and Investors; receipt of necessary Board and
shareholder approvals to authorize the Series D Preferred Stock (including
approvals required by NASDAQ); expiration or termination of Hart-Scott-Rodino
waiting period, if required; and completion of due diligence review by
Investors.
Investors:Tredegar Investments (minimum of $3,000,000) and affiliates or
related parties of The Hillman Company (minimum of $2,000,000); third investor
to be identified.
Use of Proceeds:Enhanced sales and marketing efforts; development of
additional products, and general working capital.
Current Capitalization:
See attached schedule.
TERMS OF SERIES D PREFERRED STOCK:
1.Liquidation Preference
In the event of any liquidation or winding up of the Company, the holders of
the Series D Preferred Stock shall be entitled to receive, in preference to
the holders of Series A-2, Series A-3, Series B-1 and Series C Preferred Stock
(collectively, "Existing Preferred Stock") and the holders of Common Stock, an
amount (the "Liquidation Amount") equal to the original purchase price per
share plus a return of 6% thereon, compounded annually from the closing date
of the investment (the "Closing Date"). After payment of such Liquidation
Amount, the holders of the Existing Preferred Stock shall receive any
liquidation preference to which they are entitled and the holders of the
Common Stock will receive any remaining assets. Consolidation or merger of
the Company or sale of substantially all of its assets shall be deemed to be a
liquidation, unless shareholders of the Company are holders of more than 50%
of the voting equity securities of the surviving corporation.
2. Dividend Provisions
The holders of Series D Preferred will be entitled to receive cumulating
dividends at the rate per annum of 6%, whether or not declared by the Board,
prior to any dividends declared on the Company's Common Stock.
3. Conversion
Series D Preferred (including any accrued and unpaid dividends) will be
convertible into Common Stock, initially at a conversion value equal to the
original purchase price per share, at any time at the holder's option. The
conversion value of Series D Preferred will be subject to adjustment to take
into account (i) subdivisions, combinations, splits, reverse splits, and stock
dividends pertaining to the Common Stock, as well as (ii) the dilutive effects
of future sales of Common Stock or equivalents (other than option shares and
securities issued in non-financing transactions) at a price lower than the
then applicable conversion price of Series D Preferred, using (a) a "full
ratchet" formula for the first 12 months after closing and (b) a
weighted-average formula thereafter.
4. Voting Rights.
The holder of each share of Series D Preferred Stock shall have the right to
that number of votes equal to the number of shares of Common Stock issuable
upon conversion of the Series D Preferred Stock.
5. Registration Rights
Shares of Common Stock issuable upon conversion of the Series D Preferred
Stock will be entitled to one demand (which right shall be senior to the
rights of the Existing Preferred Stock), unlimited piggy-back registration
rights (which rights shall be pari passu with the rights of the Existing
Preferred Stock) and unlimited S-3 registration rights if Form S-3 is
available to the Company.
6.Transferability of Rights.
For the purpose of determining rights of the parties under the various
documents and transferability of shares, such share amounts shall be
aggregated, and such shares shall be transferable (subject only to securities
laws), among affiliated persons or entities. For the purpose of the
agreements "affiliated persons or entities" shall include, with respect to an
Investor which is a limited partnership or limited liability company, to or
with its partners, members, former members or an affiliated entity managed by
the same manager or managing partner or management company, or managed or
owned by an entity controlling, controlled by, or under common control with, suc
h manager or managing partner or management company.
7. Warrants.
On the Closing Date, the Investors shall receive warrants exercisable for
[200,000] shares of the Company's Common Stock. The warrants shall have an
exercise price of $3.00 per share; and shall have a term of 5 years from the
Closing Date. [Number of warrants to increase with size of financing; 200,000
is based on $5,000,000 financing.]
8. Purchase Agreement
The investment shall be made pursuant to a Series D Preferred Stock and
Warrant Purchase Agreement acceptable to the Company and the Investors, which
agreement shall contain appropriate representations and warranties of the
Company, covenants of the Company reflecting the provisions set forth herein,
and appropriate conditions of closing which shall include, among other things,
satisfaction of the conditions listed above under "Closing Date"; compliance
with applicable laws; the filing of an Amended and Restated Certificate of
Incorporation authorizing the Series D Preferred Stock; waiver or compliance
with existing rights of first offer; obtaining of required Board and
shareholder consents; and opinions of counsel. The Series D Preferred Stock
Purchase Agreement will also include covenants which are customary in private
equity financings, including information and inspection rights and rights of
first offer in future financings.
9. Board Visitation Rights.
One representative of Tredegar Investments shall be entitled to attend all
meetings of the Board of Directors of the Company, subject to a
confidentiality agreement satisfactory to the Company and Tredegar
Investments.
10. Expenses
The Company and the Investors shall each bear their own legal and other
expenses with respect to the transaction.
<TABLE>
<CAPTION>
Superconductor Technologies, Inc.
Capitalization Table - Fully Diluted
<S> <C>
Common Stock Outstanding7,729,716
Preferred Stock Convertible into Common
Series A-21,291,680
Series A-3 250,000
Series B-11,000,000
Series C 833,340
3,375,020
Warrants Related to Preferred
Series A-2 100,000
Series A-3 66,667
Series B-1 120,000
Series C 120,000
Redemption Warrants 75,000
481,667
Other Warrants
Underwriters Warrant 150,000
Silicon Valley Bank 40,000
Leasing Technologies Inc. 25,181
Tanner Unman 3,750
218,931
Employee/Director's Options
Total Available for Grant 1,925,991
Granted 1,801,549
Granted and Vested 968,166
Fully Diluted Shares Before Series D 12,773,500
<PAGE>
Series D
Convertible into Common 2,000,000
Warrants 200,000
Anti-Dilution Shares 155,561
2,355,561
Fully Dilution Shares After Series D 15,129,061
Note: Above table assumes $5 million offering for Series D
</TABLE>
