- Current report filing (8-K)
March 15 2010 - 3:12PM
Edgar (US Regulatory)
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):
March 15, 2010
SATCON TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-11512
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04-2857552
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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27
Drydock Avenue
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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
(Registrants telephone number, including area code)
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
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
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Satcon Technology Corporation (the Company)
announced today that it has retained Mr. Donald R. Peck as its Vice President,
Chief Financial Officer and Treasurer. Mr. Pecks
employment with the Company commenced on March 15, 2010. Previously, Mr. Peck was Executive Vice
President, Chief Financial Officer and Treasurer at Egenera, Inc., from
September, 2007 through January 2010.
Prior to that time, Mr. Peck served as Executive Vice President and
Chief Financial Officer at First Marblehead Corporation from April 2003
until November 2006. Before joining
First Marblehead, Mr. Peck held positions at Zeborg, Inc., MarketMax, Inc.,
and Centennial Technologies, Inc. serving in executive management,
finance, legal and administrative roles.
He is a graduate of the University of Rhode Island where he obtained a
Bachelors of Science Degree in Business Administration. In addition Mr. Peck obtained his Juris
Doctor J.D. from Cornell Law School.
Compensatory Arrangement with Donald R. Peck
Mr. Peck and the Company have entered into an
Employment Offer Letter that provides for an annual salary of $300,000,
standard medical and other employment benefits and an annual cash bonus award
of up to 30% of Mr. Pecks annual salary based upon the achievement of
performance metrics that will be established once Mr. Pecks employment
commences. If Mr. Pecks employment
is terminated by the Company without cause or is constructively terminated, his
salary and medical benefits will be continued for one year thereafter subject
to his execution of a release agreement with the Company.
As an inducement to his joining the Company, the
Companys Compensation Committee and Board of Directors have approved granting
him options to acquire up to 1,000,000 shares of the Companys common stock at
a price per share equal to the closing bid price of the Companys common stock
on March 15, 2010, the date his employment commenced. These options vests over four years, with the
first 25% vesting on March 15, 2011 and the balance vesting in equal
quarterly installments over the following three years. Of these options, one option to purchase
500,000 shares is being issued under the Companys 2005 Incentive Compensation
Plan (the 2005 Plan) and one option to purchase 500,000 shares is being
issued outside of the 2005 Plan. These
options expire immediately upon Mr. Pecks termination for cause, 90 days
after Mr. Peck resigns and one year after Mr. Pecks employment
terminates without cause or as a result of his death, disability or
constructive termination. In addition,
if a Change of Control (as defined under the 2005 Plan) transaction occurs
while Mr. Peck is employed by the Company, all unvested shares under these
options will vest and he will be afforded the right to exercise his options at
or prior to the closing of the Change of Control transaction. If he chooses not to exercise, his options
will be accorded the same treatment in the Change of Control transaction as are
options outstanding under the 2005 Plan.
As a part of his employment with the Company, Mr. Peck
has entered into the Companys standard non-disclosure and patent assignment
agreement.
2
ITEM
9.01 Financial Statements and
Exhibits
(d) Exhibits
Exhibit No.
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Description
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99.1
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Press release of the
Company dated March 15, 2010.
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3
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: March 15,
2010
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By:
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/s/ John W. Peacock
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John W. Peacock
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Chief Accounting
Officer
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4
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