Filed Pursuant to Rule 424(b)(3)
Registration No. 333-128527
Prospectus Supplement to Prospectus dated October 7,
2005
Satcon Technology Corporation
6,140,226 Shares of Common Stock
This
prospectus supplement updates the prospectus dated October 7, 2005 relating to the offer for sale of up to an
aggregate of 6,140,226 shares of
common stock of Satcon Technology Corporation by the selling stockholders
identified in the prospectus and this prospectus supplement, and any of their
pledgees, donees, transferees or other successors in interest.
We
are providing this prospectus supplement to update the table in the prospectus
under the caption Selling Stockholders to reflect transfers of (i) a
warrant to purchase 202,008 shares of common stock previously held by Merrill
Lynch International Investment FundNew Energy Fund and (ii) a warrant to
purchase 111,250 shares of common stock previously held by Merrill Lynch New
Energy Technology plc. As a result of
such transfers, each of Kerry J. Dukes and Brian J. Greenstein holds warrants
to purchase an aggregate 156,629 shares of common stock. Messrs. Dukes and Greenstein are
affiliates of a broker-dealer. Each such selling stockholder acquired such
selling stockholders securities in the ordinary course of such selling
stockholders business and, at the time of the acquisition of the securities to
be resold pursuant to the prospectus, as supplemented by this prospectus
supplement, such selling stockholder had no agreements or understandings,
directly or indirectly, with any person to distribute them. The amounts set forth below are based upon
information provided to us by the selling stockholder, or on our records, and
are accurate to the best of our knowledge.
Unless we indicate otherwise, the information in this prospectus
supplement is as of June 9, 2010.
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Number of Shares
of Common Stock
Beneficially
Owned as of
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Number of Shares
of Common Stock
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Number of Shares of Common
Stock to be Beneficially Owned
After Offering (2)
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Name
of Selling Stockholder
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06/09/10 (1)
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Being Offered
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Number
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Percentage (3)
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Kerry J. Dukes
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156,629
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156,629
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(4)
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0
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*
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Brian J. Greenstein
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156,629
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156,629
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(4)
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0
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*
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*
Less than 1%.
(1)
Includes shares
issuable upon exercise of warrants that are exercisable within 60 days of June 9,
2010.
(2)
We do not know
when or in what amounts a selling stockholder may offer shares for sale. The
selling stockholders may not sell any or all of the shares offered by the
prospectus or this prospectus supplement. Because the selling stockholders may
offer all or some of the shares pursuant to this offering, and because there
are currently no agreements, arrangements or understandings with respect to the
sale of any of the shares, we cannot estimate the number of the shares that will
be held by the selling stockholders after completion of the offering. However,
for purposes of this table, we have assumed that, after completion of the
offering, none of the shares covered by the prospectus or this prospectus
supplement will be held by the selling stockholders.
(3)
For each
selling stockholder, this number represents the percentage of common stock to
be owned by such selling stockholder after completion of the offering, based on
the number of shares of common stock outstanding as of June 9, 2010
(71,679,554 shares) and assuming (i) exercise of any warrants that are
exercisable within 60 days of June 9, 2010 owned by such selling
stockholder and (ii) none of the warrants held by other persons have been
exercised.
(4)
Represents shares
of common stock issuable upon exercise of warrants issued in connection with
our $5.8 million private placement of common stock in August 2005. These
warrants have an exercise price of $1.99 per share and may be exercised at any
time through August 14, 2010.
This
prospectus supplement is not complete without the prospectus dated October 7,
2005, and we have not authorized anyone to deliver or use this prospectus
supplement without the prospectus.
The date of this prospectus supplement is June 11, 2010.