UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
December 19, 2007
SATCON TECHNOLOGY CORPORATION
(Exact Name of Registrant as
Specified in its Charter)
Delaware
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1-11512
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04-2857552
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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27 Drydock Avenue, Boston, Massachusetts
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02210-2377
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(Address of Principal Executive Offices)
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(Zip Code)
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(617) 897-2400
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(Registrants telephone number, including area code)
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Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2.
below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
3.02 Unregistered Sales of
Equity Securities.
As
previously announced in a Form 8-K filed on November 14, 2007 (the November 14
Form 8-K), on November 8, 2007, SatCon Technology Corporation (the Company)
entered into a Stock and Warrant Purchase Agreement (the Stock Purchase
Agreement) with Rockport Capital Partners II, L.P. and NGP Energy Technology
Partners, L.P. (collectively, the Purchasers). Under the Stock Purchase Agreement, the
Purchasers agreed to purchase in a private placement up to 25,000 shares of the
Companys newly created Series C convertible preferred stock (the Series C
Preferred Stock) and warrants to purchase up to 19,711,539 shares of common
stock, for an aggregate gross purchase price of $25 million.
This
private placement occurred in two closings.
As described in the November 14 Form 8-K, the first closing
occurred on November 8, 2007. At
the first closing, the Company issued 10,000 shares of Series C Preferred
Stock at $1,000 per share for an aggregate gross purchase price of $10
million. These shares are currently
convertible into 9,615,384 shares of common stock at a conversion price of
$1.04 per share. The Company also issued
warrants to purchase an aggregate of 15,262,072 shares of common stock. These warrants had an initial exercise price
of $1.44 per share and may not be exercised until May 8, 2008. As a result of stockholder approval of the
second closing and related matters on December 20, 2007, as described
below, the exercise price of these warrants was reduced to $1.25 per share.
At
the second closing, which occurred on December 20, 2007 following
stockholder approval, the Company issued 15,000 shares of Series C
Preferred Stock for an aggregate gross purchase price of $15 million, of which
$10 million was paid through the cancellation of short-term notes previously
issued to the Purchasers on November 7, 2007. These shares are currently convertible into
14,423,076 shares of common stock. At
this closing, the Company also issued warrants to purchase an aggregate of
4,449,467 shares of common stock at an exercise price of $1.25 per share.
A more complete description
of the terms of the Stock Purchase Agreement, the Series C Preferred Stock
and the warrants issued in the private placement may be found in the November 14
Form 8-K filed, which is incorporated herein by reference. A copy of the Stock Purchase Agreement was
filed as Exhibit 10.3 to the November 14 Form 8-K. A copy of the Certificate of Designation of
the Relative Rights and Preferences of the Series C Preferred Stock was
filed as Exhibit 10.6 to the November 14 Form 8-K. A copy of the form of warrant issued at the
first closing of the private placement was filed as Exhibit 10.4 to the November 14
Form 8-K. A copy of the form of
warrant issued at the second closing of the private placement was filed as Exhibit 10.5
to the November 14 Form 8-K.
Item 5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
.
Board
Changes
As
described in the November 14 Form 8-K, under the Stock Purchase
Agreement, the Company agreed that each Purchaser had the right to designate
one representative to the Companys Board of Directors in connection with the
first closing. Accordingly, the Board
duly appointed David Prend, as RockPorts designee, and Philip Deutch, as NGPs
designee, to fill
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vacancies existing on the board of directors
and to serve as members, respectively, of the corporate governance and
nominating committee and the compensation committee of the Board. These appointments were effective as of the
first closing. Accordingly, Messrs. Deutch
and Prend became directors on November 8, 2007. Mr. Deutch serves as a Class II
Director and Mr. Prend serves as a Class III Director. Messrs. Prend and Deutch have also been
appointed to serve as members of a four person special committee of the Board
charged with searching for a new Chief Executive Officer for the Company.
Under
the Stock Purchase Agreement, it was a condition to the second closing that the
number of directors constituting the Board of Directors be reduced from nine to
seven and that the Purchasers jointly had the right to designate one additional
director who is independent (as that term is defined in the regulations of
the Nasdaq Stock Market) to serve as a director of the Company. Accordingly, on December 19, 2007, (i) three
existing directors, Marshall J. Armstrong,
Joseph E. Levangie and Andrew R. Muir, resigned, effective as of the
second closing, and (ii) the Board duly appointed the Purchasers
additional designee, Robert G. Schoenberger, Chairman of the Board and Chief
Executive Officer of Unitil Corporation, a combined gas and electric utility
operating in New Hampshire and Massachusetts, to the Board as a Class II
Director, effective as of the second closing.
As noted above, the second closing occurred on December 20, 2007.
Amendment
to 2005 Incentive Compensation Plan
At
the Special Meeting of Stockholders of the Company held on December 20,
2007, the Companys stockholders approved an increase in the number of shares
of common stock available for issuance under the Companys 2005 Incentive
Compensation Plan (the 2005 Plan) from 4,000,000 to 14,000,000.
The
terms of the 2005 Plan provide for grants of stock options, stock appreciation
rights, or SARs, restricted stock, deferred stock, other stock-related awards
and performance awards that may be settled in cash, stock or other property.
The
following is a summary of certain principal features of the 2005 Plan, as
amended. This summary is qualified in
its entirety by reference to the complete text of the 2005 Plan, which is
included as an appendix to the Companys definitive proxy statement filed with
the Securities and Exchange Commission on November 19, 2007.
Shares
Available for Awards; Annual Per-Person Limitations
Under
the 2005 Plan, the total number of shares of common stock that may be subject
to the granting of awards under the 2005 Plan shall be equal to 14,000,000
shares, plus the number of shares with respect to which awards previously
granted thereunder that terminate without being exercised, and the number of
shares that are surrendered in payment of any awards or any tax withholding
requirements.
Awards
with respect to shares that are granted to replace outstanding awards or other
similar rights that are assumed or replaced by awards under the 2005 Plan
pursuant to the acquisition of a business are not subject to, and do not count
against, the foregoing limit.
In
addition, the 2005 Plan imposes individual limitations on the amount of certain
awards in part to comply with Section 162(m) of the Internal Revenue
Code of 1986, as amended (the
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Code). Under these limitations, during any
fiscal year the number of options, SARs, restricted shares of common stock,
deferred shares of common stock, shares as a bonus or in lieu of other Company
obligations, and other stock-based awards granted to any one participant may
not exceed 500,000 for each type of such award, subject to adjustment in
certain circumstances. The maximum amount that may be earned by any one
participant as a performance award in respect of a performance period of one
year is $500,000, and in addition the maximum amount that may be earned by one
participant in respect of a performance period greater than one year is
$500,000 multiplied by the number of full years in the performance period.
A
committee of our Board of Directors (the Committee) is to administer the
Plan. See Administration. The Committee is authorized to adjust the
limitations described in the two preceding paragraphs and is authorized to
adjust outstanding awards (including adjustments to exercise prices of options
and other affected terms of awards) in the event that a dividend or other
distribution (whether in cash, shares of common stock or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange or other
similar corporate transaction or event affects the common stock so that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of participants. The Committee is also authorized to adjust performance
conditions and other terms of awards in response to these kinds of events or in
response to changes in applicable laws, regulations or accounting principles.
Eligibility
The
persons eligible to receive awards under the 2005 Plan are the officers,
directors, employees and independent contractors of the Company and the Related
Entities. An employee on leave of absence may be considered as still in the
employ of the Company or a Related Entity for purposes of eligibility for
participation in the 2005 Plan.
Administration
The
Companys Board of Directors shall select the Committee that will administer
the 2005 Plan. All Committee members must be non-employee directors as
defined by Rule 16b-3 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), outside directors for purposes of Section 162(m) of
the Code, and independent as defined by the Nasdaq Stock Market or any other
national securities exchange on which any securities of the Company may be
listed for trading in the future. However, except as otherwise required to
comply with Rule 16b-3 of the Exchange Act or Section 162(m) of
the Code, the Companys Board of Directors may exercise any power or authority
granted to the Committee. Subject to the terms of the 2005 Plan, the Committee
is authorized to select eligible persons to receive awards, determine the type
and number of awards to be granted and the number of shares of common stock to
which awards will relate, specify times at which awards will be exercisable or
settleable (including performance conditions that may be required as a
condition thereof), set other terms and conditions of awards, prescribe forms
of award agreements, interpret and specify rules and regulations relating
to the 2005 Plan and make all other determinations that may be necessary or
advisable for the administration of the 2005 Plan.
Stock
Options and SARs
The
Committee is authorized to grant stock options, including both incentive stock
options, or ISOs, which can result in potentially favorable tax treatment to
the participant, and non-qualified stock options, and SARs entitling the
participant to receive the amount by which
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the fair market value of a share of common
stock on the date of exercise exceeds the grant price of the SAR. The exercise
price per share subject to an option and the grant price of an SAR are
determined by the Committee, but must not be less than the fair market value of
a share of common stock on the date of grant. For purposes of the 2005 Plan,
the term fair market value means the fair market value of the common stock,
awards or other property as determined by the Committee or under procedures
established by the Committee. Unless otherwise determined by the Committee or
the Companys Board of Directors, the fair market value of the common stock as
of any given date shall be the closing sales price per share of common stock as
reported on the principal stock exchange or market on which the common sock is
traded on the date as of which such value is being determined or, if there is
no sale on that date, the last previous day on which a sale was reported. The
maximum term of each option or SAR, the times at which each option or SAR will
be exercisable, and provisions requiring forfeiture of unexercised options or
SARs at or following termination of employment or service generally are fixed
by the Committee except that no option or SAR may have a term exceeding 10
years. Options may be exercised by payment of the exercise price in cash,
shares, outstanding awards or other property (including notes or other
contractual obligations of participants to make deferred payments, so long as
such notes or other contractual obligations are not in violation of applicable
law), as the Committee may determine from time to time. Methods of exercise and
settlement and other terms of the SARs are determined by the Committee.
Restricted
and Deferred Stock
The
Committee is authorized to grant restricted stock and deferred stock.
Restricted stock is a grant of shares of common stock which may not be sold or
disposed of, and which may be forfeited in the event of certain terminations of
employment or service, prior to the end of a restricted period specified by the
Committee. A participant granted restricted stock generally has all of the
rights of a stockholder of the Company, unless otherwise determined by the
Committee. An award of deferred stock confers upon a participant the right to
receive shares of common stock at the end of a specified deferral period, and
may be subject to possible forfeiture of the award in the event of certain
terminations of employment prior to the end of a specified restricted period.
Prior to settlement, an award of deferred stock carries no voting or dividend
rights or other rights associated with share ownership, although dividend
equivalents may be granted, as discussed below.
Dividend
Equivalents
The
Committee is authorized to grant dividend equivalents conferring on
participants the right to receive, currently or on a deferred basis, cash,
shares of common stock, other awards or other property equal in value to
dividends paid on a specific number of shares of common stock or other periodic
payments. Dividend equivalents may be granted alone or in connection with
another award, may be paid currently or on a deferred basis and, if deferred,
may be deemed to have been reinvested in additional shares of common stock,
awards or otherwise as specified by the Committee.
Bonus
Stock and Awards in Lieu of Cash Obligations
The
Committee is authorized to grant shares of common stock as a bonus free of
restrictions, or to grant shares of common stock or other awards in lieu of the
Company obligations to pay cash under the 2005 Plan or other plans or
compensatory arrangements, subject to such terms as the Committee may specify.
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Other
Stock-Based Awards
The
Committee is authorized to grant awards under the 2005 Plan that are denominated
or payable in, valued by reference to, or otherwise based on or related to
shares of common stock. Such awards might include convertible or exchangeable
debt securities, other rights convertible or exchangeable into shares of common
stock, purchase rights for shares of common stock, awards with value and
payment contingent upon performance of the Company or any other factors
designated by the Committee, and awards valued by reference to the book value
of shares of common stock or the value of securities of or the performance of
specified subsidiaries or business units. The Committee determines the terms
and conditions of such awards.
Performance
Awards
The
right of a participant to exercise or receive a grant or settlement of an
award, and the timing thereof, may be subject to such performance conditions
(including subjective individual goals) as may be specified by the Committee.
In addition, the 2005 Plan authorizes specific performance awards, which
represent a conditional right to receive cash, shares of common stock or other
awards upon achievement of certain pre-established performance goals and
subjective individual goals during a specified fiscal year. Performance awards
granted to persons whom the Committee expects will, for the year in which a
deduction arises, be covered employees (as defined below) will, if and to the
extent intended by the Committee, be subject to provisions that should qualify
such awards as performance-based compensation not subject to the limitation
on tax deductibility by the Company under Code Section 162(m). For
purposes of Section 162(m), the term covered employee means the Companys
chief executive officer and each other person whose compensation is required to
be disclosed in the Companys filings with the SEC by reason of that person
being among the four highest compensated officers of the Company as of the end
of a taxable year. If and to the extent required under Section 162(m) of
the Code, any power or authority relating to a performance award intended to
qualify under Section 162(m) of the Code is to be exercised by the
Committee, not the Companys Board of Directors.
Subject
to the requirements of the 2005 Plan, the Committee will determine performance
award terms, including the required levels of performance with respect to
specified business criteria, the corresponding amounts payable upon achievement
of such levels of performance, termination and forfeiture provisions and the
form of settlement. One or more of the following business criteria for the Company,
on a consolidated basis, and/or for Related Entities, or for business or
geographical units of the Company and/or a Related Entity (except with respect
to the total stockholder return and earnings per share criteria), shall be used
by the Committee in establishing performance goals for performance awards to covered
employees that are intended to qualify under Section 162(m): (1) earnings
per share; (2) revenues or margin; (3) cash flow; (4) operating
margin; (5) return on net assets; (6) return on investment; (7) return
on capital; (8) return on equity; (9) economic value added; (10) direct
contribution; (11) net income, (12) pretax earnings; (13) earnings before
interest, taxes, depreciation and amortization; (14) earnings after interest
expense and before extraordinary or special items; (15) operating income; (16)
income before interest income or expense, unusual items and income taxes,
local, state or federal and excluding budgeted and actual bonuses which might
be paid under any ongoing bonus plans of the Company; (17) working capital;
(18) management of fixed costs or variable costs; (19) identification or
consummation of investment opportunities or completion of specified projects in
accordance with corporate business plans, including strategic mergers,
acquisitions or divestitures; (20) total stockholder return; (21) debt
reduction; and (22) any of the above goals determined on an absolute or
relative basis or as compared to the performance of a published or special
index deemed applicable by the Committee including, but not limited to, the
Standard &
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Poors 500 Stock Index or a group of
comparable companies. The Committee may exclude the impact of an event or
occurrence which the Committee determines should appropriately be excluded,
including without limitation (i) restructurings, discontinued operations,
extraordinary items, and other unusual or non-recurring charges, (ii) an
event either not directly related to the operations of the Company or not
within the reasonable control of the Companys management, or (iii) a
change in accounting standards required by generally accepted accounting
principles.
In
granting performance awards, the Committee may establish unfunded award pools,
the amounts of which will be based upon the achievement of a performance goal
or goals based on one or more of certain business criteria described in the
2005 Plan (including, for example, total stockholder return, net income, pretax
earnings, EBITDA, earnings per share, and return on investment). During the
first 90 days of a performance period, the Committee will determine who will
potentially receive performance awards for that performance period, either out
of the pool or otherwise.
After
the end of each performance period, the Committee will determine (i) the
amount of any pools and the maximum amount of potential performance awards
payable to each participant in the pools and (ii) the amount of any other
potential performance awards payable to participants in the 2005 Plan. The
Committee may, in its discretion, determine that the amount payable as a
performance award will be reduced from the amount of any potential award.
Other
Terms of Awards
Awards
may be settled in the form of cash, shares of common stock, other awards or
other property, in the discretion of the Committee. The Committee may require
or permit participants to defer the settlement of all or part of an award in
accordance with such terms and conditions as the Committee may establish,
including payment or crediting of interest or dividend equivalents on deferred
amounts, and the crediting of earnings, gains and losses based on deemed
investment of deferred amounts in specified investment vehicles. The Committee
is authorized to place cash, shares of common stock or other property in trusts
or make other arrangements to provide for payment of the Companys obligations
under the 2005 Plan. The Committee may condition any payment relating to an
award on the withholding of taxes and may provide that a portion of any shares
of common stock or other property to be distributed will be withheld (or
previously acquired shares of common stock or other property be surrendered by
the participant) to satisfy withholding and other tax obligations. Awards granted
under the 2005 Plan generally may not be pledged or otherwise encumbered and
are not transferable except by will or by the laws of descent and distribution,
or to a designated beneficiary upon the participants death, except that the
Committee may, in its discretion, permit transfers for estate planning or other
purposes subject to any applicable restrictions under Rule 16b-3 of the
Exchange Act.
Awards
under the 2005 Plan are generally granted without a requirement that the
participant pay consideration in the form of cash or property for the grant (as
distinguished from the exercise), except to the extent required by law. The
Committee may, however, grant awards in exchange for other awards under the
2005 Plan awards or under other Company plans, or other rights to payment from
the Company, and may grant awards in addition to and in tandem with such other
awards, rights or other awards.
Acceleration
of Vesting; Change in Control
The
Committee may, in its discretion, accelerate the exercisability, the lapsing of
restrictions or the expiration of deferral or vesting periods of any award,
and, if so provided in the
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award agreement, such accelerated
exercisability, lapse, expiration and vesting shall occur automatically in the
case of a change in control of the Company, as defined in the 2005 Plan
(including the cash settlement of SARs and limited SARs which may be
exercisable in the event of a change in control). In addition, the Committee
may provide in an award agreement that the performance goals relating to any
performance based award will be deemed to have been met upon the occurrence of
any change in control.
For
purposes of the 2005 Plan, a change in control will be deemed to occur upon
the earliest of the follow:
(a) the acquisition by any Person of
Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of fifty percent (50%) or more of either (1) the then
outstanding shares of common stock of the Company (the Outstanding Common
Stock) or (2) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the Outstanding Company Voting Securities) (such Beneficial
Ownership, a Controlling Interest); provided, however, that for this purpose,
the following acquisitions shall not constitute a Change of Control: (v) any
acquisition directly from the Company; (w) any acquisition by the Company;
(x) any acquisition by any person that as of the effective date of the
2005 Plan owns Beneficial Ownership of a Controlling Interest; (y) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Related Entities; or (z) any acquisition
by any corporation pursuant to a transaction which complies with clauses (1), (2) and
(3) of (c) below; or
(b) during any period of two (2) consecutive
years (not including any period prior to the effective date of the 2005 Plan)
individuals who constitute the Board on the effective date of the 2005 Plan
(the Incumbent Board) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the effective date of the 2005 Plan whose election, or nomination
for election by the Companys stockholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the
Board; or
(c) consummation of a reorganization,
merger, statutory share exchange or consolidation or similar corporate
transaction involving the Company or any of its subsidiaries, a sale or other
disposition of all or substantially all of the assets of the Company, or the
acquisition of assets or stock of another entity by the Company or any of its
subsidiaries (each a Business Combination), in each case, unless, following
such Business Combination, (1) all or substantially all of the individuals
and entities who were the Beneficial Owners, respectively, of the Outstanding
Common Stock and Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, more than
fifty percent (50%) of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Companys assets either directly or
through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination of the
Outstanding Common Stock and Outstanding Company Voting Securities, as the case
may be, (2) no person (excluding any employee benefit plan (or related
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trust) of the Company or such corporation
resulting from such Business Combination or any person that owns a Controlling
Interest as of the effective date of the 2005 Plan) beneficially owns, directly
or indirectly, fifty percent (50%) or more of the then outstanding shares of
common stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (3) at least a majority of the members of the
Board of Directors of the corporation resulting from such Business Combination
were members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or
(d) approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company.
Amendment
and Termination
The
Companys Board of Directors may amend, alter, suspend, discontinue or
terminate the 2005 Plan or the Committees authority to grant awards without
further stockholder approval, except stockholder approval must be obtained for
any amendment or alteration if such approval is required by law or regulation
or under the rules of any stock exchange or quotation system on which
shares of common stock are then listed or quoted. Thus, stockholder approval
may not necessarily be required for every amendment to the 2005 Plan which
might increase the cost of the 2005 Plan or alter the eligibility of persons to
receive awards. Stockholder approval will not be deemed to be required under
laws or regulations, such as those relating to ISOs, that condition favorable
treatment of participants on such approval, although the Companys Board of
Directors may, in its discretion, seek stockholder approval in any circumstance
in which it deems such approval advisable. Unless earlier terminated by the
Companys Board of Directors, the 2005 Plan will terminate at such time as no
shares of common stock remain available for issuance under the 2005 Plan and
the Company has no further rights or obligations with respect to outstanding
awards under the 2005 Plan.
Other
than in connection with standard adjustments (as set forth in Section 10(c) of
the 2005 Plan), the Committee is not permitted to (i) lower the exercise
price per share of an option or SAR after it is granted, (ii) cancel an
option or SAR when the exercise price per share exceeds the fair market value
of the underlying shares in exchange for another award (other than in
connection with substitute awards granted in connection with business
combinations) or (iii) take any other action with respect to an option or
SAR that may be treated as a repricing, without approval of the Companys
stockholders.
Item
5.03.
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
At the Special Meeting of
Stockholders of the Company held on December 20, 2007, the Companys stockholders
approved an amendment to the Companys Certificate of Incorporation increasing
the number of authorized shares of common stock from 100,000,000 to
200,000,000. The Certificate of
Amendment reflecting this increase was filed with the Secretary of State of
Delaware and became effective on December 20, 2007. The Certificate of Amendment is attached
hereto as Exhibit 3.1.
Additionally, on December 20,
2007, in order to satisfy a closing condition under the Stock Purchase
Agreement, the Company filed a Certificate of Elimination with respect to the
9
Companys
former Series A Convertible Preferred Stock, none of which is
outstanding. The Certificate of
Elimination is attached hereto as Exhibit 3.2.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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3.1
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Certificate
of Amendment of Certificate of Incorporation of the Company, as filed with
the Secretary of State of the State of Delaware on December 20, 2007.
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3.2
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Certificate
of Elimination of Series A Convertible Preferred Stock, as filed with
the Secretary of State of the State of Delaware on December 20, 2007.
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10
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
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SATCON
TECHNOLOGY CORPORATION
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Date:
December 26, 2007
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By:
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/s/ David E. ONeil
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David
E. ONeil
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Vice
President of Finance and Treasurer
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11
EXHIBIT INDEX
Exhibit No.
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Description
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3.1
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Certificate
of Amendment of Certificate of Incorporation of the Company, as filed with
the Secretary of State of the State of Delaware on December 20, 2007.
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3.2
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Certificate
of Elimination of Series A Convertible Preferred Stock, as filed with
the Secretary of State of the State of Delaware on December 20, 2007.
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