UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SATCON TECHNOLOGY CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
803893106
Philip J. Deutch
NGP Energy Technology Partners, L.P.
1700 K Street NW, Suite 750
Washington, D.C. 20006
Telephone: (202) 536-3920
Facsimile: (202) 536-3921
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Robert D. Sanchez, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
1700 K Street, NW, Fifth Floor
Washington, DC 20006
Telephone: (202) 973-8800
Facsimile: (202) 973-8899
December
20, 2007
(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
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Schedule 13D
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1
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Names of Reporting Persons:
NGP Energy Technology Partners, L.P.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
o
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(b)
o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
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WC
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o
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6
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Citizenship or Place of Organization:
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State of Delaware
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7
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Sole Voting Power:
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Number of
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14,829,060 (1)
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Shares
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8
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Shared Voting Power
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Beneficially
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Owned by
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Each
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9
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Sole Dispositive Power:
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Reporting
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Person
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17,500,000 (2)
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With
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10
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Shared Dispositive Power
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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17,500,000 shares (2)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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13
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Percent of Class Represented by Amount in Row (11):
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26.0% (3)
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14
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Type of Reporting Person (See Instructions):
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PN
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(1)
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Represents the voting power of 10,000 shares of Series C Preferred
Stock, determined by multiplying each share of Series C Preferred Stock by the ratio of
the Series C Preferred Stock original issue price of $1,000 to $1.44, plus the voting power
of 7,884,616 shares of common stock issuable upon the exercise of two warrants held by NGP
Energy Technology Partners, L.P.
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(2)
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Represents 9,615,384 shares of common stock issuable upon
conversion of 10,000 shares of Series C Preferred Stock, determined by multiplying each share
of Series C Preferred Stock by the ratio of the Series C Preferred Stock original issue
price of $1,000 to $1.04, plus 7,884,616 shares of common stock issuable upon the exercise of
two warrants held by NGP Energy Technology Partners, L.P.
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(3)
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This number represents the percentage obtained by: (a) dividing the total number of shares of the
Issuers common stock being reported in this Statement
(17,500,000) by (b) the sum of (i) the number of shares
of the Issuers common stock outstanding on December 20, 2007 (49,786,024) and (ii) the total number of
shares of the Issuers common stock being reported in this
Statement (17,500,000).
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Schedule 13D
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1
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Names of Reporting Persons:
NGP ETP, L.L.C
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
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OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o
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6
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Citizenship or Place of Organization:
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State of Delaware
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7
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Sole Voting Power:
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Number of
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14,829,060 (1)(2)
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Shares
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8
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Shared Voting Power
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Beneficially
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Owned by
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Each
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9
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Sole Dispositive Power:
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Reporting
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Person
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17,500,000 (1)(3)
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With
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10
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Shared Dispositive Power
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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17,500,000 shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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o
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13
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Percent of Class Represented by Amount in Row (11):
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26.0%(4)
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14
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Type of Reporting Person (See Instructions):
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CO
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(1)
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The reporting person is the general partner of NGP Energy
Technology Partners, L.P., which owns the reported securities. The
reporting person disclaims beneficial ownership of the reported
securities except to the extent of any pecuniary interest therein.
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(2)
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Represents the voting power of 10,000 shares of Series C Preferred
Stock, determined by multiplying each share of Series C Preferred
Stock by the ratio of the Series C Preferred original issue price of
$1,000 to $1.44, plus the voting power of 7,884,616 shares of common stock issuable
upon the exercise of two warrants held by NGP Energy Technology Partners, L.P.
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(3)
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Represents 9,615,384 shares of common stock issuable upon
conversion of 10,000 shares of Series C Preferred Stock, determined by
multiplying each share of Series C Preferred Stock by the ratio of
the Series C Preferred Stock original issue price of $1,000 to
$1.04, plus 7,884,616 shares of common stock issuable upon the exercise of two warrants
held by NGP Energy Technology Partners, L.P.
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(4)
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This number represents the percentage obtained by: (a) dividing
the total number of shares of the Issuers common stock being
reported in this Statement (17,500,000) by (b) the sum of (i) the number of shares of the
Issuers common stock outstanding on December 20, 2007 (49,786,024) and (ii) the total
number of shares of the Issuers common stock
being reported in this Statement (17,500,000).
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Schedule 13D
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1
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Names of Reporting Persons:
Energy Technology Partners, L.L.C.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
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OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o
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6
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Citizenship or Place of Organization:
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State of Delaware
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7
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Sole Voting Power:
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Number of
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14,829,060 (1)(2)
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Shares
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8
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Shared Voting Power
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Beneficially
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Owned by
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Each
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9
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Sole Dispositive Power:
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Reporting
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Person
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17,500,000 (1)(3)
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With
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10
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Shared Dispositive Power
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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17,500,000 shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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o
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13
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Percent of Class Represented by Amount in Row (11):
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26.0% (4)
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14
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Type of Reporting Person (See Instructions):
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CO
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(1)
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The reporting person is the manager of NGP ETP, L.L.C.,
which is the general partner of NGP Energy Technology Partners, L.P.,
which owns the reported securities. The reporting person disclaims
beneficial ownership of the reported securities except to the extent
of any pecuniary interest therein.
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(2)
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Represents the voting power of 10,000 shares of Series C Preferred
Stock, determined by multiplying each share of Series C Preferred
Stock by the ratio of the Series C Preferred original issue price of
$1,000 to $1.44, plus the voting power of 7,884,616 shares of common stock issuable upon the
exercise of two warrants held by NGP Energy Technology Partners, L.P.
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(3)
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Represents 9,615,384 shares of common stock issuable upon
conversion of 10,000 shares of Series C Preferred Stock, determined by
multiplying each share of Series C Preferred Stock by the ratio of
the Series C Preferred Stock original issue price of $1,000 to
$1.04, plus 7,884,616 shares of common stock issuable upon the exercise of two warrants held
by NGP Energy Technology Partners, L.P.
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(4)
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This number represents the percentage obtained by: (a) dividing
the total number of shares of the Issuers common stock being
reported in this Statement (17,500,000) by (b) the sum of (i) the number of shares of the Issuers common stock outstanding on December 20, 2007 (49,786,024) and (ii) the total number of shares of the Issuers common stock
being reported in this Statement (17,500,000).
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Schedule 13D
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1
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Names of Reporting Persons: Philip J. Deutch
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I.R.S. Identification Nos. of above
persons (entities only):
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions):
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OO
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6
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Citizenship or Place of Organization:
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United States of America
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7
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Sole Voting Power:
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Number of
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14,829,060 (1)(2)
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Shares
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8
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Shared Voting Power
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Beneficially
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Owned by
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Each
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9
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Sole Dispositive Power:
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Reporting
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Person
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17,500,000 (1)(3)
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With
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10
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Shared Dispositive Power
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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17,500,000 shares
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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o
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13
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Percent of Class Represented by Amount in Row (11):
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26.0% (4)
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14
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Type of Reporting Person (See Instructions):
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IN
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(1)
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The reporting person is the manager of Energy Technology Partners, L.L.C., the manager of NGP ETP, L.L.C. NGP ETP, L.L.C. is the general partner of NGP Energy Technology Partners, L.P., which owns the reported securities. The reporting person is also a member of the investment committee of NGP ETP, L.L.C. By virtue of these relationships, the reporting person may be deemed to have the power to vote, or to direct the vote, and dispose of, or direct the disposition of,
the reported securities held by NGP Energy Technology Partners, L.P.
The reporting person disclaims beneficial ownership of the reported
securities except to the extent of any pecuniary interest
therein.
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(2)
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Represents the voting power of 10,000 shares of Series C Preferred Stock, determined by multiplying each share of Series C Preferred
Stock by the ratio of the Series C Preferred Stock original issue price of $1,000 to $1.44, plus
the voting power of 7,884,616 shares of common stock issuable upon the exercise of two warrants
held by NGP Energy Technology Partners, L.P.
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(3)
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Represents 9,615,384 shares of common stock issuable upon
conversion of 10,000 shares of Series C Preferred Stock, determined by
multiplying each share of Series C Preferred Stock by the ratio of the Series C Preferred
Stock original issue price of $1,000 to $1.04, plus 7,884,616 shares of common stock issuable
upon the exercise of two warrants held by NGP Energy Technology Partners, L.P.
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(4)
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This number represents the percentage obtained by: (a) dividing the total number of shares of the Issuers common stock being reported
in this Statement (17,500,000) by (b) the sum of (i) the number of shares of the Issuers common stock outstanding on December 20, 2007 (49,786,024) and (ii) the total number of shares of the Issuers common stock
being reported in this Statement (17,500,000).
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Schedule 13D
The original statement on Schedule 13D dated November 19, 2007 (the Schedule
13D), relating to the Series C Preferred Stock, $0.01 par value per share (the Series C
Preferred), of SatCon Technology Corporation, a Delaware corporation (SatCon or the
Issuer), and the common stock of the Issuer, $0.01 par value per share (the Common
Stock), issuable upon conversion of the Series C Preferred, is hereby amended and set
forth in this Amendment No. 1 (this Amendment, and together with the Schedule 13D,
this Statement).
This Amendment is being filed jointly by NGP Energy Technology Partners, L.P.
(NGP Energy Tech), NGP ETP, L.L.C. (NGP GP), Energy Technology Partners
L.L.C. (ETP) and Philip J. Deutch (Deutch, and together with NGP Energy Tech,
NGP GP and ETP, the Reporting Persons and each a
Reporting Person) to report the
closing of an additional investment in the Issuer on December 20, 2007 (the Second
Closing). The Second Closing represents the final investment in a series of two
investments made by NGP Energy Tech in the Issuer under the Stock and Warrant
Purchase Agreement, dated as of November 8, 2007 among the Issuer, NGP Energy Tech
and other investors (collectively, the Investors). In connection with the Second
Closing, NGP Energy Tech has acquired the following securities of the Issuer:
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(1)
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NGP Energy Tech purchased 5,000 shares of Series C Preferred at a purchase price of $1,000 per
share, which is convertible into an aggregate of 4,807,692 shares of Common Stock, subject to
anti-dilution and other adjustment provisions.
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(2)
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NPG Energy Tech also received a warrant to purchase 253,580 shares of Common Stock at an exercise
price of $1.25 per share (the Second Closing Warrant). The Second Closing Warrant is
immediately exercisable and will expire on December 20, 2014. The Second Closing Warrant also
includes a cashless exercise provision.
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This Amendment should be
read in conjunction with, and is qualified in its entirety by reference to, the Schedule 13D.
Except as disclosed in and expressly amended by this Amendment, all information set forth in the
Schedule 13D is unchanged by this Amendment.
Items 1, 2, 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended as follows:
ITEM 1. SECURITY AND ISSUER.
Item
1 is amended and restated in its entirety to read as follows:
This
Statement
relates to the Series C Preferred of SatCon and the Common Stock,
issuable upon conversion of the Series C Preferred and upon
exercise of the NGP Warrants (as defined below). The
principal executive offices of
SatCon are located at 27 Drydock Avenue, Boston, MA 02210.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2
is amended and restated in its entirety to read as follows:
This
Statement is being filed jointly by the Reporting Persons. NGP GP is the general partner of NGP Energy Tech. ETP is the sole manager of NGP GP and Deutch is
the sole member and manager of ETP. The address and principal
business office of each Reporting Person is 1700 K Street NW, Suite 750,
Washington, D.C. 20006.
The principal business of NGP Energy Tech is to directly or indirectly invest in, hold, sell
and otherwise deal in for its own account securities and enter into, make and perform all contracts
and other undertakings, and engage in all activities and transactions necessary or advisable to the
carrying out of the foregoing objectives and purposes. The principal business of NGP GP is to act
as sole general partner of NGP Energy Tech. The principal business of ETP is to act as manager of
NGP GP. The principal business of Deutch is to manage NGP GP and ETP and any other affiliated
partnerships with similar business.
During the five years prior to the date hereof, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
NGP Energy Tech is a limited partnership organized under the laws of the State of Delaware.
NGP GP and ETP are limited liability companies organized under the laws of the state of Delaware.
Deutch is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3
is amended and restated in its entirety to read as follows:
On November 8, 2007, at the initial closing (the Initial Closing) pursuant to
the Purchase Agreement, NGP Energy Tech purchased 5,000 shares of Series C Preferred at a
purchase price of $1,000 per share, for a total investment of $5,000,000. The Series C Preferred
acquired by NGP Energy Tech on November 8, 2007 is convertible into an aggregate of 4,807,692
shares of Common Stock, subject to anti-dilution and other adjustment provisions. At the Initial
Closing, NGP Energy Tech also received a warrant to purchase
7,631,036 shares of Common Stock at an exercise price of $1.44 per
share (the First Closing
Warrant).
The exercise price of the First Closing Warrant was subsequently
changed to $1.25 per share, at the meeting of the Issuers
stockholders held on December 20, 2007. The First Closing Warrant may not be exercised
until May 8, 2008, but is being
reported as already being beneficially owned by the Reporting Persons
in this Statement.
On December 20, 2007,
at the Second Closing under the Purchase Agreement,
NGP Energy Tech purchased 5,000 shares of Series C Preferred at a purchase price of
$1,000 per share, for a total investment of $5,000,000. The Series C Preferred acquired
by NGP Energy Tech at the Second Closing is convertible into an aggregate of 4,807,692
shares of Common Stock, subject to anti-dilution and other adjustment provisions. At the
Second Closing, NGP Energy Tech also received the Second Closing Warrant (together
with the First Closing Warrant, the NGP Warrants).
Pursuant to the Purchase Agreement, NGP Energy Tech received the right to nominate one
individual for election to the Issuers board of directors. As a result, Deutch was appointed to
the Issuers board of directors on November 8, 2007.
Additionally, as a condition to the Second Closing, the board of directors was
reduced to seven members and the Investors received the right to nominate one additional
director who is independent (as the term is defined in the regulations of the Nasdaq
Stock Market) to serve as a director of the Issuer. As a result, Bob
Schoenberger was appointed to the Issuers board of directors on
December 19, 2007.
Working capital of NGP Energy Tech was the source of the funds for the purchase and no part of
the funds were borrowed or otherwise obtained for the purpose of acquiring, holding, trading or
voting the securities.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4
is amended and restated in its entirety to read as follows:
Schedule 13D
The
Reporting Persons have acquired the shares of Series C Preferred
and the NGP Warrants for
investment purposes. Subject to the factors discussed below, the Reporting Persons may, from time
to time, depending upon market conditions and other factors deemed relevant by the Reporting
Persons, acquire warrants or shares of Common Stock, outside of those contemplated by the Purchase
Agreement. The Reporting Persons reserve the right to, and may in the future choose to, change
their purpose with respect to the investment and take such actions as they deem appropriate in
light of the circumstances including, without limitation, to dispose of, in the open market, in a
private transaction or by gift, all or a portion of the NGP Warrants or shares of Series C Preferred or
Common Stock which they now own or may hereafter acquire from the Issuer.
Except as set forth in this Item 4, none of the Reporting Persons has any 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 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 issuers business or corporate structure; (g)
changes in the issuers charter, bylaws 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 Exchange Act; or (j) any action similar to any of
those enumerated above. Notwithstanding the foregoing, at the date of
this Amendment, the
Reporting Persons do have the plans or proposals that are described below.
The
summaries contained in this Statement of certain provisions of the Purchase Agreement,
the Certificate of Designation, the First Closing Warrant, the Second
Closing Warrant and the Registration Rights Agreement are qualified in
their entirety by reference to such documents (copies of which are attached hereto as Exhibits 1,
2, 3, 4 and 5, respectively, and are incorporated in this Statement by reference to the Current
Report on Form 8-K filed by the Issuer on November 14, 2007).
Sale of Additional Securities of the Issuer
. Pursuant to the Purchase Agreement,
following the Second Closing, the Issuer has agreed to issue to NGP Energy Tech
additional warrants in the event that the holders of certain existing warrants (none of whom are
affiliated with NGP Energy Tech) exercise those warrants in the future. Upon those exercises, the
Issuer will issue to NGP Energy Tech and the other investors
additional warrants (Additional Warrants) to purchase Common Stock equal to one-half
of the number of shares of Common Stock issued upon exercise of these existing warrants. The
exercise price of these Additional Warrants will be $1.25 per share. If all of these existing
warrants are exercised, NGP Energy Tech would receive a warrant to purchase its pro rata amount of
4,639,564 shares of Common Stock.
Stockholder
Approval
. On December 20, 2007, the Issuer held a meeting of its stockholders
for the purpose of seeking approval for (i) the
transactions to be completed at the Second Closing, including the issuance and sale of shares of
Series C Preferred and Second Closing Warrants, the possible
issuance and sale of the Additional Warrants referred
to above, the issuance of Common Stock upon exercise, conversion or redemption of Series C
Preferred, the NGP Warrants and Additional Warrants, and the repricing of the exercise price of the
First Closing Warrant from $1.44 per share to $1.25 per share, (ii) the amendment of the Issuers Certificate of
Incorporation to increase the number of shares of Common Stock authorized therein from 100,000,000
to 200,000,000 and (iii) the increase in the aggregate number of shares of Common Stock which may
be issued under the Issuers 2005 Incentive Compensation Plan by 10,000,000 shares of Common Stock
from 4,000,000 to 14,000,000. At this meeting, all of the foregoing
were approved.
-3-
Schedule 13D
Adjustment of Warrant Exercise Price
. The
exercise price and number of shares issuable upon exercise of the NGP
Warrants and the Additional Warrants issued at or following the Second
Closing are subject to adjustment in the event of dilutive issuances so that the exercise
price of these warrants will always be equal to the product of 120% multiplied by the conversion
price of the Series C Preferred. Upon each adjustment of the exercise price, the number of shares
subject to the warrant will also be adjusted. The number of shares subject to the warrant upon
adjustment will be determined by multiplying the current exercise price prior to the adjustment by
the number of shares subject to the warrant and dividing the product by the exercise price
resulting from the adjustment.
Preemptive Right
. The Issuer has agreed that if it issues and sells any new
securities prior to December 20, 2009, subject to certain exceptions, the Issuer will give NGP Energy Tech the right to purchase
all or some of those new securities so as to permit NGP Energy Tech to maintain its ownership
percentage in the Issuers stock.
Dividends
. Pursuant to the Certificate of Designation of the Relative Rights and
Preferences of the Series C Convertible Preferred Stock (the Certificate of Designation), the
holders of Series C Preferred have the right to receive, in preference to all other classes of
stock junior in rank to the Series C Preferred, cumulative dividends at a rate of five percent (5%)
per annum of the liquidation preference amount (described below). After the payment of this
dividend, holders of Series C Preferred are entitled to
participate on an as converted to Common Stock basis in the
payment of any dividends on the Common Stock.
Liquidation Preference
. Upon a liquidation, dissolution, winding-up, consolidation,
merger, sale of substantially all assets or similar event of the Issuer, the holders of Series C
Preferred have the right to receive, in preference to all other classes of our stock junior in rank
to the Series C Preferred, an amount per share equal to the greater of (i) $1,000 per share plus
all accrued but unpaid dividends, or (ii) the amount per share that a holder would have received
if, immediately prior to the liquidation, that holders share had been converted to Common Stock.
After payment of the liquidation preference described above, the holders of Series C Preferred are
not entitled to any further participation in any distribution of the Companys assets.
Conversion
. Each share of Series C Preferred is convertible into that number of
shares of Common Stock equal to the quotient determined by dividing 1,000 (plus accrued dividends)
by the conversion price. The initial conversion price of the Series C Preferred is $1.04 per
share. The conversion price is subject to weighted average anti-dilution protection (in accordance with a formula set forth in
the Certificate of Designation) in the event of an issuance of equity securities below the
conversion price then in effect.
The holder of a share
of Series C Preferred may elect to convert that holders share at any time. In addition,
after November 8, 2009, the Issuer has the right to force conversion of all Series C Preferred if,
for a 180 consecutive day period, the average closing price of Common Stock is equal to at least
$7.00, subject to adjustment for stock dividends, stock splits or other similar recapitalizations.
Redemption
. On or after November 8, 2011, the holders of two-thirds of the
outstanding shares of Series C Preferred may require the Issuer to redeem all or any portion of the
outstanding shares of Series C Preferred Stock. The redemption price is equal to 120% of the
liquidation preference amount, to the extent that the redemption is made in cash, or 140% of the
liquidation preference amount to the extent that, at the Issuers election, the redemption is made
in shares of Common Stock. If the redemption is made in shares of Common Stock, the shares
-4-
Schedule 13D
will be based on the fair market value of the Common Stock, based on a 10 day volume weighted
average, as of the redemption date.
Voting
. The holders of Series C Preferred are entitled to vote on all matters on
which the holders of Common Stock are entitled to vote, voting together with the holders of Common
Stock as a single class. Each share of Series C Preferred is entitled to that number of votes as
is equal to the quotient determined by dividing (i) the original issue price of $1,000 by (ii)
$1.44. Accordingly, each share of Series C Preferred is entitled to 694 votes. The number of
votes to which a share of Series C Preferred is entitled is subject to adjustment for any stock
dividends, combinations, splits and the like with respect to shares of Common Stock.
The Issuer is not permitted, without the affirmative vote or written consent of a certain
percentage of the holders of the Series C Preferred, directly or indirectly, to take any of the
following actions or agree to take any of the following actions: (i) authorize, create or issue
any shares of preferred stock or other equity securities ranking senior to or on a parity with the
Series C Preferred; (ii) increase or decrease the total number of authorized shares of Series C
Preferred; (iii) amend or modify the Issuers certificate of incorporation (including the
Certificate of Designation governing the Series C Preferred) or bylaws that would adversely affect
the rights, preferences, powers and privileges of the Series C Preferred; (iv) incur any form of
indebtedness for borrowed money in excess of $5,000,000 in the aggregate (other than indebtedness
existing at November 8, 2007); (v) repurchase or redeem any equity securities ranking junior to the
Series C Preferred, subject to certain exceptions; (vi) effect any distribution or declare, pay or
set aside any dividend with respect to any equity securities ranking junior to the Series C
Preferred; (vii) effect a liquidation, consummate a reorganization event or dispose, transfer or
license any material assets, technology or intellectual property, other than non-exclusive licenses
in connection with sales of the Issuers products in the ordinary course of business; (viii) change
the size of the Issuers board of directors; (ix) encumber or grant a security interest in all or
substantially all or a material part of the Issuers assets except to secure indebtedness permitted
above that is approved by the Issuers board of directors; (x) acquire a material amount of assets
of another entity, through a merger, purchase of assets or purchase
of capital stock or otherwise; or
(xi) enter into
any agreement to do or cause to be done any of the foregoing.
Change of Control
. Pursuant to the Certificate of Designation, the separate approval
of holders of the outstanding Series C Preferred shall be required to undertake certain actions,
such as amending or modifying the Issuers Certificate of Incorporation or Bylaws or enter into a
change of control transaction or asset sale. In addition, the Liquidation Preference described
above is payable upon certain change of control transactions. Such provisions may impede the
ability of other persons to acquire control of the Issuer.
Board Representation
. The
Issuer has agreed that NGP Energy Tech has the right to
designate one representative to the Issuers Board of Directors
in connection with the Initial
Closing. Accordingly, effective November 8, 2007, the board of directors of the Issuer appointed
Philip J. Deutch as NGP Energy Techs designee to the board of directors and to serve as a member of the
Compensation Committee of the board of directors. Mr. Deutch serves as a Class II Director. Mr. Deutch has
also been appointed to serve as a member of a four person special committee of the board of directors charged
with searching for a new Chief Executive Officer of the Company.
In connection with the Second Closing, the Issuer has also agreed that
NGP Energy Tech and the other investors identified in the Purchase
Agreement (the Investors)
have the right to designate one
additional director to the Issuers board of directors who is independent (as that term is defined in the regulations of the Nasdaq
Stock Market) and further agreed to reduce the board of directors to
seven members. Accordingly, three currently serving directors
were required to resign for these conditions to be satisfied. Following the resignation of these directors, Bob
Schoenberger was appointed to the Issuers board of directors as
the Investors independent designee. Further, following the Second Closing, if
the number of members of the board of directors must be set at nine to comply with regulations of
the Nasdaq Stock Market, the Investors would have the right to designate one additional
independent director (for a total of two independent directors).
-5-
Schedule 13D
Registration of Securities
. The Issuer has agreed to file a registration statement
with the Securities and Exchange Commission covering the resale of shares of Common Stock issuable
upon conversion of the Series C Preferred and upon exercise of the warrants issued under the
Purchase Agreement. The Issuer is required to file this registration statement not later than
thirty (30) days after the Second Closing. The Issuer has agreed to use its best efforts to
have this registration statement declared effective as soon as practicable after filing, but not
later than sixty (60) days from the required filing date, and to keep it effective until the
earlier of the date on which all of the shares of Common Stock covered by that registration
statement have been sold and the date on which the holders of the Series C Preferred and warrants
may sell all of the Common Stock covered by that registration statement without restriction
pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended.
In the event there is no registration statement effective with respect to the shares of Common
Stock issuable upon conversion of the Series C Preferred and upon exercise of the warrants issued
in the private placement, the Issuer has agreed to provide the Purchasers with two demand
registration rights, so long as each demand registration statement covers shares with an
anticipated aggregate offering price of at least $3,000,000. The Issuer has also agreed to provide
the investors with unlimited piggyback rights with respect to offerings by the Issuer, subject to
certain carve-backs in an underwritten offering.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is
hereby amended and restated in its entirety to read as follows:
(a) Each
of the Reporting Persons may be deemed to beneficially own an
aggregate of 17,500,000 shares of
Common Stock of the Issuer, representing the maximum number of shares of Common Stock that the
Reporting Persons could beneficially own on the date hereof, assuming full conversion of the
Series C Preferred and full exercise of the NGP Warrants. This number
represents approximately 26.0% of the Issuers Common Stock (based on the 49,786,024 shares
outstanding on December 20, 2007 plus the 17,500,000 shares of Common Stock which may be deemed to be
sold to the Reporting Persons pursuant to the Purchase Agreement).
(b) NGP Energy Tech will have sole voting and
dispositive power with respect to the
shares of Series C Preferred and the shares of Common Stock beneficially owned by NGP Energy Tech. By virtue of the relationships between and among
the Reporting Persons described in Item 2 of this Statement, NGP GP, ETP and Deutch may be deemed
to have the power to direct the voting and disposition of the shares of Series C Preferred and
Common Stock beneficially owned by NGP Energy Tech. NGP GP, ETP and Deutch disclaim beneficial
ownership of the reported securities except to the extent of their pecuniary interests therein.
(c) Other than as described above, no transactions in the Issuers Common Stock have been
effected during the past sixty days by any of the Reporting Persons.
(d) No other person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of securities
covered by this Statement.
-6-
Schedule 13D
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
(a) NGP GP is the general partner of NGP Energy Tech pursuant to an agreement of limited
partnership and as such may invest the funds of NGP Energy Tech in the Issuers securities, vote
and dispose of such securities, and exercise the rights and perform the obligations of a general
partner. ETP is the manager of NGP GP pursuant to a management and administrative services
agreement which authorizes ETP, among other things, to manage and administer NGP GP. Deutch is the
manager of ETP pursuant to a limited liability company agreement and is a member of
the investment committee of NGP GP pursuant to a limited liability company agreement.
(b) The information set forth or incorporated by reference in Items 4 and 5 is hereby
incorporated herein by reference. Except as referred to above, there are no contracts,
arrangements, understandings or relationships among the Reporting Persons or between such persons
and any other person with respect to any securities of the Issuer.
(c) Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have
entered into an agreement, attached hereto as Exhibit 5 and incorporated by reference, with respect
to the joint filing of this statement and any amendment or amendments hereto.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
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Exhibit
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Number
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Exhibit Name
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1.
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Stock and Warrant Purchase Agreement, dated as of November 8,
2007, by and among SatCon Technology Corporation RockPort Capital
Partners II, L.P. and NGP Energy Technology Partners, L.P.
(incorporated in this Amendment by reference to Exhibit 10.3 of
the Current Report on Form 8-K filed by SatCon Technology
Corporation on November 14, 2007).
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2.
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Certificate of Designation of the Relative Rights and Preferences
of the Series C Convertible Preferred Stock of SatCon Technology
Corporation, dated as of November 8, 2007 (incorporated in this
Amendment by reference to Exhibit 10.6 of the Current Report on
Form 8-K filed by SatCon Technology Corporation on November 14,
2007).
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3.
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Form of Warrant to purchase Common Stock (incorporated in this
Amendment by reference to Exhibit 10.4 of the Current Report on
Form 8-K filed by SatCon Technology Corporation on November 14,
2007).
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4.
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Form of Warrant to purchase Common Stock (incorporated in this
Amendment by reference to Exhibit 10.5 of the Current Report on
Form 8-K filed by SatCon Technology Corporation on November 14,
2007).
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5.
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Registration Rights Agreement, dated as of November 8, 2007, by
and among SatCon Technology Corporation RockPort Capital Partners
II, L.P. and NGP Energy Technology Partners, L.P. (incorporated in
this Amendment by reference to Exhibit 10.7 of the Current
Report on Form 8-K filed by SatCon Technology Corporation on
November 14, 2007).
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6.*
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Agreement regarding Filing of Joint Schedule 13D.
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*
Previously filed.
-7-
Schedule 13D
SIGNATURE
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.
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NGP Energy Technology Partners, L.P.
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By: NGP ETP, L.L.C.
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Its: General Partner
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By:
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/s/ Philip J. Deutch
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Name: Philip J. Deutch
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Title: Authorized Member
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NGP ETP, L.L.C.
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By:
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/s/ Philip J. Deutch
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Name: Philip J. Deutch
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Title: Authorized Member
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Energy Technology Partners, L.L.C.
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By:
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/s/ Philip J. Deutch
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Name: Philip J. Deutch
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Title: Sole Member and Manager
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/s/ Philip J. Deutch
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Philip J. Deutch
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Dated: December 21, 2007
-8-
Schedule 13D
EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Name
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1.
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Stock and Warrant Purchase Agreement, dated as of November 8,
2007, by and among SatCon Technology Corporation, RockPort Capital
Partners II, L.P. and NGP Energy Technology Partners, L.P.
(incorporated in this Amendment by reference to Exhibit 10.3 of
the Current Report on Form 8-K filed by SatCon Technology
Corporation on November 14, 2007).
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2.
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Certificate of Designation of the Relative Rights and Preferences
of the Series C Convertible Preferred Stock of SatCon Technology
Corporation, dated as of November 8, 2007 (incorporated in this
Amendment by reference to Exhibit 10.6 of the Current Report on
Form 8-K filed by SatCon Technology Corporation on November 14,
2007).
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3.
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Form of Warrant to purchase Common Stock (incorporated in this
Amendment by reference to Exhibit 10.4 of the Current Report on
Form 8-K filed by SatCon Technology Corporation on November 14,
2007).
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4.
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Form of Warrant to purchase Common Stock (incorporated in this
Amendment by reference to Exhibit 10.5 of the Current Report on
Form 8-K filed by SatCon Technology Corporation on November 14,
2007).
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5.
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Registration Rights Agreement, dated as of November 8, 2007, by
and among SatCon Technology Corporation, RockPort Capital Partners
II, L.P. and NGP Energy Technology Partners, L.P. (incorporated in
this Schedule 13D by reference to Exhibit 10.7 of the Current
Report on Form 8-K filed by SatCon Technology Corporation on
November 14, 2007).
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6.*
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Agreement regarding Filing of Joint Schedule 13D.
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*
Previously filed.
-9-
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