AMSC Announces Proposed Public Offering of Common Stock
April 23 2015 - 3:01PM
American Superconductor Corporation (Nasdaq:AMSC), a global
solutions provider serving the wind and power grid industry, today
announced that it intends to offer and sell, subject to market and
other conditions, shares of its common stock in an underwritten
public offering.
AMSC intends to use the net proceeds from the proposed offering
for general corporate purposes, including to fund working
capital.
In connection with the offering, Cowen and Company, LLC is
acting as sole book-running manager and Northland Capital Markets
is serving as co-manager. 'Northland Capital Markets' is the
trade name for certain capital markets and investment banking
services of Northland Securities, Inc., member FINRA/SIPC.
A shelf registration statement relating to the shares of common
stock to be issued in the proposed offering was filed with the
Securities and Exchange Commission (SEC) and is effective. This
press release does not constitute an offer to sell, or the
solicitation of an offer to buy, these securities, nor will there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale is not permitted.
A preliminary prospectus supplement and accompanying prospectus
describing the terms of the proposed offering will be filed with
the SEC. The securities may be offered only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. Copies of the preliminary
prospectus supplement and the accompanying prospectus relating to
the securities being offered may also be obtained from Cowen and
Company, LLC, c/o Broadridge Financial Services, 1155 Long Island
Avenue, Edgewood, NY 11717, Attention: Prospectus Department, via
telephone at 631-274-2806 or via facsimile at 631-254-7140.
Electronic copies of the preliminary prospectus supplement and
accompanying prospectus will also be available on the SEC's website
at http://www.sec.gov.
AMSC, Windtec, Gridtec, and Smarter, Cleaner … Better Energy are
trademarks or registered trademarks of American Superconductor
Corporation. All other brand names, product names, trademarks or
service marks belong to their respective holders.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Any statements in this release
regarding the offering of our common stock and other statements
containing the words "believes," "anticipates," "plans," "expects,"
"will" and similar expressions, constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements represent
management's current expectations and are inherently uncertain.
There are a number of important factors that could materially
impact the value of our common stock or cause actual results to
differ materially from those indicated by such forward-looking
statements. Such factors include: We have a history of operating
losses, which may continue in the future. Our operating results may
fluctuate significantly from quarter to quarter and may fall below
expectations in any particular fiscal quarter; We have a history of
negative operating cash flows, and we may require additional
financing in the future, which may not be available to us; Our Term
Loans include certain covenants and other events of default. Should
we not comply with these covenants or incur an event of default, we
may be required to repay our obligation in cash, which could have
an adverse effect on our liquidity; We may be required to issue
performance bonds or provide letters of credit, which restricts our
ability to access any cash used as collateral for the bonds or
letters of credit; Changes in exchange rates could adversely affect
our results from operations; If we fail to maintain proper and
effective internal controls over financial reporting, our ability
to produce accurate and timely financial statements could be
impaired and may lead investors and other users to lose confidence
in our financial data; Our success in addressing the wind energy
market is dependent on the manufacturers that license our designs;
Our success is dependent upon attracting and retaining qualified
personnel and our inability to do so could significantly damage our
business and prospects; We may not realize all of the sales
expected from our backlog of orders and contracts; Our financial
condition may have an adverse effect on our customer and supplier
relationships; Failure to successfully execute the consolidation of
our Grid manufacturing operations or achieve expected savings could
adversely impact our financial performance; Our business and
operations would be adversely impacted in the event of a failure or
security breach of our information technology infrastructure; We
may not be able to launch operations at our newly leased
manufacturing facility in Romania, and, if we are able to do so, we
may have manufacturing quality issues, which would negatively
affect our revenues and financial position; We rely upon
third-party suppliers for the components and subassemblies of many
of our Wind and Grid products, making us vulnerable to supply
shortages and price fluctuations, which could harm our business;
Many of our revenue opportunities are dependent upon subcontractors
and other business collaborators; If we fail to implement our
business strategy successfully, our financial performance could be
harmed; Problems with product quality or product performance may
cause us to incur warranty expenses and may damage our market
reputation and prevent us from achieving increased sales and market
share; New regulations related to conflict-free minerals may force
us to incur significant additional expenses; Our contracts with the
U.S. government are subject to audit, modification or termination
by the U.S. government and include certain other provisions in
favor of the government. The continued funding of such contracts
remains subject to annual congressional appropriation which, if not
approved, could reduce our revenue and lower or eliminate our
profit; Many of our customers outside of the United States are,
either directly or indirectly, related to governmental entities,
and we could be adversely affected by violations of the United
States Foreign Corrupt Practices Act and similar worldwide
anti-bribery laws outside the United States; We have limited
experience in marketing and selling our superconductor products and
system-level solutions, and our failure to effectively market and
sell our products and solutions could lower our revenue and cash
flow; We may acquire additional complementary businesses or
technologies, which may require us to incur substantial costs for
which we may never realize the anticipated benefits; Our success
depends upon the commercial use of high temperature superconductor
(HTS) products, which is currently limited, and a widespread
commercial market for our products may not develop; Growth of the
wind energy market depends largely on the availability and size of
government subsidies and economic incentives; We have operations in
and depend on sales in emerging markets, including China and India,
and global conditions could negatively affect our operating results
or limit our ability to expand our operations outside of these
countries. Changes in China's or India's political, social,
regulatory and economic environment may affect our financial
performance; Our products face intense competition, which could
limit our ability to acquire or retain customers; Our international
operations are subject to risks that we do not face in the United
States, which could have an adverse effect on our operating
results; Adverse changes in domestic and global economic conditions
could adversely affect our operating results; We may be unable to
adequately prevent disclosure of trade secrets and other
proprietary information; Our patents may not provide meaningful
protection for our technology, which could result in us losing some
or all of our market position; There are a number of technological
challenges that must be successfully addressed before our
superconductor products can gain widespread commercial acceptance,
and our inability to address such technological challenges could
adversely affect our ability to acquire customers for our products;
We have not manufactured our Amperium wire in commercial
quantities, and a failure to manufacture our Amperium wire in
commercial quantities at acceptable cost and quality levels would
substantially limit our future revenue and profit potential; Third
parties have or may acquire patents that cover the materials,
processes and technologies we use or may use in the future to
manufacture our Amperium products, and our success depends on our
ability to license such patents or other proprietary rights; Our
technology and products could infringe intellectual property rights
of others, which may require costly litigation and, if we are not
successful, could cause us to pay substantial damages and disrupt
our business; We have filed a demand for arbitration and other
lawsuits against our former largest customer, Sinovel, regarding
amounts we contend are overdue. We cannot be certain as to the
outcome of these proceedings; We have been named as a party in
various legal proceedings, and we may be named in additional
litigation, all of which will require significant management time
and attention, result in significant legal expenses and may result
in an unfavorable outcome, which could have a material adverse
effect on our business, operating results and financial condition;
Our common stock has experienced, and may continue to experience,
significant market price and volume fluctuations, which may prevent
our stockholders from selling our common stock at a profit and
could lead to costly litigation against us that could divert our
management's attention.
These and the important factors discussed under the caption
"Risk Factors" in Part 1. Item 1A of our Form 10-K for the fiscal
year ended March 31, 2014, and our other reports filed with the
SEC, among others, could cause actual results to differ materially
from those indicated by forward-looking statements made herein and
presented elsewhere by management from time to time. Any such
forward-looking statements represent management's estimates as of
the date of this press release. While we may elect to update such
forward-looking statements at some point in the future, we disclaim
any obligation to do so, even if subsequent events cause our views
to change. These forward-looking statements should not be relied
upon as representing our views as of any date subsequent to the
date of this press release.
CONTACT: AMSC Contact:
Kerry Farrell
Senior Manager, Corporate Communications
Phone: 978-842-3247
Email: Kerry.Farrell@amsc.com
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