As filed with the Securities and Exchange Commission on November 6, 2012September 13, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
FORMForm S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN SUPERCONDUCTOR CORPORATION
CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)Exact name of registrant as specified in its charter)
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64 JACKSON ROAD
DEVENS, MASSACHUSETTS 01434
(978) 842-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT’S PRINCIPAL EXECUTIVE OFFICES)Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
DANIEL P. MCGAHN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN SUPERCONDUCTOR CORPORATION
64 JACKSON ROAD
DEVENS, MASSACHUSETTS 01434
(978) 842-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)Address, including zip code, and telephone number, including area code, of agent for service)
COPY TO:Copies to:
PETER N. HANDRINOS
GREGORY P. RODGERS
LATHAM & WATKINS LLP
JOHN HANCOCK TOWER, 20TH FLOOR
200 CLARENDON STREET
BOSTON, MA 02116
(617) 948-6060
Approximate date of commencement of proposed sale to the public: APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:From time to time after the effective date of this Registration Statement becomes effective as determined by the selling stockholder named in the prospectus contained herein.registration statement.
If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this formForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this formForm is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective uponon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this formForm is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by checkmarkcheck mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,”filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common stock, par value $0.01 per share | 765,301 | $3.61 | $2,762,737 | $377 | ||||
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| Title of each class of securities to be registered | Proposed maximum aggregate offering price (1) | Amount of registration fee | ||
Common Stock, par value $0.01 per share | $30,000,000 | $4,092 | ||
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The Registrantregistrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statementregistration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated November 6, 2012dated September 13, 2013.
PROSPECTUS
765,301 Shares
American Superconductor Corporation
COMMON STOCK$30,000,000
Common Stock
This prospectus relates to theWe may offer and resale by the selling stockholder identified in this prospectus ofsell up to 765,301$30,000,000 in the aggregate of shares of our common stock. We will not receive any of the proceeds from the sale of the common stock by the selling stockholder.
The selling stockholder identified in this prospectus may offer the shares from time to time in one or more offerings. This prospectus provides you with a general description of the securities.
Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities.
We may offer and sell the securities described in this prospectus and any prospectus supplement to or through publicone or private transactions at prevailing market prices, at prices relatedmore underwriters, dealers and agents, or directly to prevailing market pricespurchasers, or at privately negotiated prices.through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.
INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 4 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our common stock is listed on The NASDAQNasdaq Global Select Market under the symbol “AMSC.” On November 5, 2012,September 12, 2013, the last reported sale price of our common stock as reported on The NASDAQNasdaq Global Select Market was $3.67.$2.47 per share.
Investing in our common stock involves risks. See “Risk Factors” beginning on page 2 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission body has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2012.2013.
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You should rely only on
This prospectus is part of a registration statement that we filed with the information contained in or incorporated by reference in this prospectus or in any related free writing prospectus filed by us with theU.S. Securities and Exchange Commission, or the SEC. WeSEC, using a “shelf” registration process. By using a shelf registration statement, we may sell common stock from time to time and in one or more offerings up to a total dollar amount of $30,000,000 as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the selling stockholderspecific terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.”
We have not authorized anyoneany other person to provide you with different information. This prospectus doesIf anyone provides you with different or inconsistent information, you should not constituterely on it. We will not make an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or an offer to sell or the solicitation of an offer to buy suchthese securities in any circumstances in which suchjurisdiction where the offer or solicitationsale is unlawful.not permitted. You should assume that the information appearing in this prospectus and the documentsapplicable prospectus supplement to this prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference and any related free writing prospectus is accurate only as of their respective dates.the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed materially since those dates.
We further note thatWhen we refer to “we,” “our,” “us” and the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference“Company” in this prospectus, were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Unless the context otherwise indicates, references in this prospectus to “we,” “our” and “us” refer, collectively, towe mean American Superconductor Corporation, a Delaware corporation, and its consolidated subsidiaries.subsidiaries, unless otherwise specified.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available Information
We file reports, proxy statements and other information with the SEC. Information filed with the SEC by us can be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Room of the SEC at prescribed rates. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website ishttp://www.sec.gov.
Our web site address is www.amsc.com. The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus.
This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement at the SEC’s Public Reference Room in Washington, D.C. or through the SEC’s website, as provided above.
Incorporation by Reference
The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus include “forward-looking statements” withinmodifies or replaces that statement.
We incorporate by reference our documents listed below and any future filings made by us with the meaning of Section 27A of the Securities Act of 1933, as amended,SEC under Sections 13(a), 13(c), 14 or the Securities Act, and Section 21E15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the Exchange Act. For this purpose,future, that are not deemed “filed” with the SEC, including our Compensation Committee report and performance graph or any statements containedinformation furnished pursuant to Items 2.02 or incorporated herein7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that relate to future events or conditions may be deemed to be forward-looking statements. Without limitinghave previously been filed with the foregoing,SEC:
All reports and other documents we subsequently file pursuant to SectionsSection 13(a), 13(c), 14 or 15(d) of the Exchange Act.
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These important factors, among others, could cause actual resultsAct prior to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Anythe termination of this offering, including all such forward-looking statements represent management’s estimates only as ofdocuments we may file with the SEC after the date of the relevant document. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequentinitial registration statement and prior to the date such statements are made. We undertake no obligation to revise or update any forward-looking statements, except to the extent required by law.
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This summary highlights selected information appearing elsewhere in this prospectus or in documents incorporated herein by reference. This summary is not complete and does not contain alleffectiveness of the registration statement, but excluding any information that you should consider before making your investment decision. You should carefully readfurnished to, rather than filed with, the entire prospectus, including the information set forth in the section entitled “Risk Factors” and the information that isSEC, will also be incorporated by reference into this prospectus. Seeprospectus and deemed to be part of this prospectus from the sections entitled “Available Information”date of the filing of such reports and “Incorporationdocuments.
You may request a free copy of Certain Informationany of the documents incorporated by Reference” for a further discussion on incorporationreference in this prospectus (other than exhibits, unless they are specifically incorporated by reference.reference in the documents) by writing or telephoning us at the following address:
The CompanyAMERICAN SUPERCONDUCTOR CORPORATION
64 JACKSON ROAD, DEVENS, MA 01434
TELEPHONE: (978) 842-3000
ATTN: INVESTOR RELATIONS
Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus and any accompanying prospectus supplement.
American Superconductor is a leading provider of megawatt-scale solutions that lower the cost of wind power and enhance the performance of the power grid. In the wind power market, we enable manufacturers to field highly competitive wind turbines through our advanced power electronics products, engineering, and support services. In the power grid market, we enable electric utilities and renewable energy project developers to connect, transmit and distribute power through our transmission planning services and power electronics and superconductor-based products. Our wind and power grid products and services provide exceptional reliability, security, efficiency and affordability to our customers.
American Superconductor Corporation was incorporated in Delaware in 1987. Our principal executive offices are located at 64 Jackson Road, Devens, Massachusetts 01434, and our telephone number at that address is(978) 842-3000.
Our internet address is www.amsc.com. We are not including the information contained in our website as part of, or incorporating it by reference into, this prospectus.
The Offering
On May 16, 2012, we entered into a Confidential Settlement and Release Agreement with Moog Unna GmbH, who we refer to as the selling stockholder, and our subsidiary AMSC Austria GmbH, who we refer to as AMSC Austria, as amended by the First Amendment to the Confidential Settlement and Release Agreement dated November 6, 2012, which we refer to as the Settlement Agreement in order to settle certain of our adverse purchase commitments. In accordance with the Settlement Agreement, we plan to issue to the selling stockholder 765,301 shares of our common stock and have agreed to file a registration statement, of which this prospectus is a part, to register under the Securities Act the sale by the selling stockholder of the common stock. For more information, see “Private Placement of Shares.”
Investment in any securitiesour common stock offered pursuant to this prospectus and the applicable prospectus supplement involves risks. Before making an investment decision, youYou should carefully consider the specific risks described under the caption “Risk Factors” inrisk factors incorporated by reference to our most recent Annual Report on Form 10-K and any of our filings with the SEC pursuant to Sections 13(a), 13(c), 14subsequent Quarterly Reports on Form 10-Q or 15(d) of the Exchange Act, whichCurrent Reports on Form 8-K we have incorporated herein by reference. Each of the risks described in these headings could adversely affect our business, financial condition, results of operations and prospects, and could result in a complete loss of your investment. For more information, see “Where You Can Find More Information.”
We will not receive any proceeds from the sale of shares by the selling stockholder.
Pursuant to the Settlement Agreement, not later than December 19, 2012, we agreed to pay to the selling stockholder €2.2 million, which we refer to as the Settlement Amount, in full, complete and final settlement and satisfaction of all claims or demands by the selling stockholder against us and AMSC Austria arising out of or related to the purchase of certain products that AMSC Austria agreed to purchase and/or purchase orders that AMSC Austria issued to the selling stockholder. We have the option, at our sole discretion, to pay the Settlement Amount in cash, shares of our common stock, or in a combination of cash and shares of common stock.
In accordance with the Settlement Agreement, we plan to issue to the selling stockholder 765,301 shares of common stock and have agreed to file a registration statement of which this prospectus is a part, to register under the Securities Act the sale by the selling stockholder of the common stock.
The shares of common stock being offered by the selling stockholder are those shares that we plan to issue to the selling stockholder pursuant to the Settlement Agreement. We are registering the shares of common stock in order to permit the selling stockholder to offer the shares for resale from time to time.
The selling stockholder has been one of our suppliers since 2008.
The table below lists the selling stockholder and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by the selling stockholder. The second column lists the number of shares of common stock beneficially owned by the selling stockholder, based on its ownership of shares of common stock as of October 31, 2012. The third column lists the shares of common stock being offered by this prospectus by the selling stockholder. The fourth column assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.
The selling stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
Name of Selling Stockholder | Number of Shares of Common Stock Owned Prior to Offering | Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus | Number of Shares of Common Stock Owned After Offering | |||||||||
Moog Unna GmbH | 0 | 765,301 | 0 | |||||||||
The shares covered by this prospectus may be offered and sold from time to time by the selling stockholder. The term “selling stockholder” includes donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus, from a selling stockholderand all other information contained or incorporated by reference into this prospectus, as a gift, pledge, partnership distribution orupdated by our subsequent filings under the Exchange Act, and the risk factors and other non-sale related transfer. The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges orinformation contained in the over-the-counter marketapplicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or otherwise, at prices and under terms then prevailing or at prices relatedpart of your investment in the offered securities.
We intend to use the then current market price ornet proceeds from the sale of the securities as set forth in negotiated transactions. The selling stockholderthe applicable prospectus supplement.
We may sell its shares by one or more of,our common stock from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of the following methods:these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers. The securities may be distributed from time to time in one or more transactions:
purchases byat a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
ordinary brokerage transactions and transactions in which the broker solicits purchasers;
block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
on any national securities exchange or quotation service on which the shares may be listed or quotedat market prices prevailing at the time of sale;
in the over-the-counter market;
in privatelyat negotiated transactions;
in options transactions; and
Each time that we sell securities covered by any other legally available means.
In addition, any sharesthis prospectus, we will provide a prospectus supplement or supplements that qualify for sale pursuantwill describe the method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the securities and the proceeds to Rule 144 may be sold under Rule 144 rather than pursuantus, if applicable.
Offers to this prospectus.
Topurchase the extent required,securities being offered by this prospectus may be amended or supplementedsolicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time to describetime. Any agent involved in the offer or sale of our securities will be identified in a specific plan of distribution. In connection with distributionsprospectus supplement.
If a dealer is utilized in the sale of the shares or otherwise, the selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the common stock in the course of hedging the positions they assume with the selling stockholder. The selling stockholder may also sell the common stock short and redeliver the shares to close out such short positions. The selling stockholder may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of sharessecurities being offered by this prospectus, which shares such broker-dealer or other financial institutionthe securities will be sold to the dealer, as principal. The dealer may then resell pursuantthe securities to this prospectus (as supplemented or amendedthe public at varying prices to reflect such transaction). The selling stockholder may also pledge shares to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect salesbe determined by the dealer at the time of resale.
If an underwriter is utilized in the sale of the pledged shares pursuant to this prospectus (as supplemented or amended to reflect such transaction).
In effecting sales, broker-dealers or agents engaged by the selling stockholder may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling stockholder in amounts to be negotiated immediately prior to the sale.
In offering the shares coveredsecurities being offered by this prospectus, an underwriting agreement will be executed with the selling stockholderunderwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer.
Any compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any broker-dealers who execute sales fordiscounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the selling stockholderapplicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be “underwriters”underwriters within the meaning of the Securities Act of 1933, as amended, which we refer to as the “Securities Act” in connection with such sales. Any profitsthis prospectus, and any discounts and commissions received by them and any profit realized by them on resale of the selling stockholder and the compensation of any broker-dealersecurities may be deemed to be underwriting discounts and commissions. SomeWe may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
Any common stock will be listed on The Nasdaq Global Select Market. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing
penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.
If indicated in the applicable prospectus supplement, underwriters or deemed underwriters orother persons acting as agents and their associates may be customersauthorized to solicit offers by institutions or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement, pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance of these contracts.
We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate proceeds of the offering.
The underwriters, dealers and agents may engage in transactions with andus, or perform services for us, in the ordinary course of business.business for which they receive compensation.
In order to comply with the securities laws of certain states, if applicable, the shares must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
We have advised the selling stockholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholder and its affiliates. In addition, we will make copies of this prospectus available to the selling stockholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholder may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of shares is made, if required, a prospectus supplement will be distributed that will set forth the number of shares being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.
Our common stock is listed on The NASDAQ Global Select Market under the symbol “AMSC.”
We have agreed with the selling stockholder to keep the registration statement of which this prospectus constitutes a part effective until December 14, 2012, subject to certain extensions (but in no event later than December 31, 2012). Notwithstanding the foregoing obligations, we may, under specified circumstances, suspend the use of the registration statement, or any amendments or supplement thereto.
We will pay all expenses of the registration of the shares of common stock pursuant to the Settlement Agreement estimated to be $40,000 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws;provided, however that the selling stockholder will pay all selling commissions and underwriting discounts, if any.
VALIDITY OF COMMON STOCKLEGAL MATTERS
Latham & Watkins LLP has passed onwill pass upon certain legal matters relating to the validityissuance and sale of the common stock offered hereby on behalf of American Superconductor Corporation. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by this registration statement.counsel that we will name in the applicable prospectus supplement.
The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report onForm 10-K/A10-K for the year ended March 31, 20122013 have been so incorporated in reliance on the reportreports (which contain an explanatory paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at http://www.amsc.com. Our website is not a part of this prospectus. You may also read and copy any document we file at the SEC, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information.
We have filed a registration statement on Form S-3 and related exhibits with the SEC under the Securities Act. The registration statement contains additional information about us and the shares of common stock covered by this prospectus. You may inspect the registration statement and exhibits without charge and obtain copies from the SEC at the location above or from the SEC’s web site.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC requires us to “incorporate” into this prospectus information that we file with the SEC in other documents. This means that we can disclose important information to you by referring to other documents that contain that information. The information incorporated by reference is considered to be part of this prospectus. Information contained in this prospectus and information that we file with the SEC in the future and incorporate by reference in this prospectus automatically updates and supersedes previously filed information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (other than portions of these documents deemed to be “furnished” or not deemed to be “filed,” including the portions of these documents that are either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items) after the date of this prospectus and prior to the sale of all the shares covered by this prospectus, including all such documents we may file with the SEC after the date hereof and prior to the effectiveness of the registration statement.
Our annual report on Form 10-K/A as of and for the year ended March 31, 2012 (filed on June 26, 2012), including the information specifically incorporated by reference into the annual report on Form 10-K/A from our definitive proxy statement for the 2012 annual meeting of stockholders;
Our quarterly reports on Form 10-Q as of and for the quarters ended June 30, 2012 (filed on August 3, 2012) and September 30, 2012 (filed on November 6, 2012);
Our current reports on Form 8-K filed on April 4, 2012, April 13, 2012, April 20, 2012, May 9, 2012, June 6, 2012 and July 27, 2012; and
The description of our common stock contained in our Registration Statement on Form 8-A filed on November 5, 1991, as updated by the current reports on Form 8-K filed on November 8, 2010 and April 13, 2012 and any other amendments or reports filed for the purpose of updating such description.
The information incorporated by reference contains important information about us and our financial condition, and is considered to be part of this prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement contained herein modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the information incorporated by reference into this prospectus. Any such request should be directed to:
AMERICAN SUPERCONDUCTOR CORPORATION
64 JACKSON ROAD, DEVENS, MA 01434
TELEPHONE: (978) 842-3000
ATTN: INVESTOR RELATIONS
765,301 Shares
Common Stock
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.Other Expenses of Issuance and Distribution
The following table sets forthis an estimate of the costs and expenses other than any discounts and commissions, payable(all of which are to be paid by the registrant) that we may incur in connection with the sale and distribution of the securities being registered. All amounts are estimated except the SEC registration fee. All the expenses below have been or will be paid by American Superconductor Corporation.registered hereby.
Item | Amount | |||||||
SEC registration fee | $ | 377 | $ | 4,092 | ||||
Printing expenses | $ | (1 | ) | |||||
Legal fees and expenses | $ | 25,000 | $ | (1 | ) | |||
Accounting fees and expenses | $ | 8,000 | $ | (1 | ) | |||
Transfer Agent and Registrar fees | $ | 3,000 | ||||||
Miscellaneous fees and expenses | $ | 3,623 | ||||||
Miscellaneous | $ | (1 | ) | |||||
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Total | $ | 40,000 | $ | (1 | ) | |||
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| (1) | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
Item 15.Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful;provided that,, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.
Article VI of the registrant’s by-laws provides that a director or officer of the registrant (a) shall be indemnified by the registrant against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any litigation or other legal proceeding (other than an action by or in the right of the registrant) brought against him by virtue of his position as a director or officer of the registrant if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful and (b) shall be indemnified by the registrant against expenses (including attorneys’ fees) incurred in connection with the defense or settlement of any action or suit by or in the right of the registrant by virtue of his position as a director or officer of the registrant if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the registrant, except that no indemnification shall be made with respect to any such matter as to which such director or officer shall have been adjudged to be liable to the registrant, unless and only to the extent that a court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Notwithstanding the foregoing, to the extent that a director or officer has been successful, on the merits or otherwise, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the registrant upon receipt of an undertaking by the director or officer to repay such amount if the registrant ultimately determines that he is not entitled to indemnification.
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Indemnification shall be made by the registrant upon a determination that the applicable standard of conduct required for indemnification has been met and that indemnification of a director or officer is proper. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, or (b) if such a quorum is not obtainable, or if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (c) by the stockholders of the registrant.
Article VI of the registrant’s by-laws further provides that the indemnification provided therein is not exclusive, and provides that to the extent the Delaware General Corporation Law of the State of Delaware is amended or supplemented, Article VVI shall be amended automatically and construed so as to permit indemnification and advancement of expenses to the fullest extent permitted by such law.
Section 102(b)(7) of the General Corporation Law of the State of Delaware provides, generally, that the certificate of incorporation may contain a provision providing, and Article VIII of the registrant’s certificate of incorporation provides, that no director of the registrant shall be personally liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director;provided,, that a director shall remain liable (i) for any breach of such director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which such director derived an improper personal benefit.
The registrant has a directors and officers liability insurance policy covering certain liabilities that may be incurred by its directors and officers.
Item 16.Exhibits and Financial Statement Schedules
(a)Exhibits
TheA list of exhibits tofiled with this registration statement are listed inon Form S-3 is set forth on the exhibit index, which appears elsewhere hereinExhibit Index and is incorporated herein by reference.
(b) Financial Statement Schedules
Schedules have been omitted because the information to be set forth therein is not applicable or is shown in the consolidated financial statements or notes incorporated by reference from the Annual Report on Form 10-K/A for the year ended March 31, 2012.
Item 17.Undertakings
(a) The undersigned registrant hereby undertakes:
(1) toTo file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) toTo include any prospectus required by sectionSection 10(a)(3) of the Securities Act of 1933;
(ii) toTo reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) toTo include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided,however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with
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or furnished to the SECCommission by the registrant pursuant to Sectionsection 13 or Sectionsection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(5) That, for purposesthe purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) each(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) each(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, thereof.Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities thesecurities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) anyAny preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) anyAny free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) theThe portion of any other free writing prospectus relating to the offering containing material information aboutprepared by or on behalf of the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) anyAny other communicationcommunications that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Sectionsection 15(d) of the Securities Exchange Act)Act of 1934) that is incorporated by reference in this Registration Statementthe registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, described in Item 14, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrantregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Devens, Massachusetts, on the 6th13th day of November, 2012.on September, 2013.
| By: | / | |
Daniel P. McGahn President, | ||
Power of Attorney and SignaturesPOWER OF ATTORNEY
KNOW ALL PERSONSMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel P. McGahn and David A. Henry, and John W. Powell, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, (includingincluding post-effective amendments) to this Registration Statementamendments and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant tounder Rule 462 promulgated under462(b) of the Securities Act, of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith,this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
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/ Daniel P. McGahn | President, | |||
| September 13, 2013 | ||||
/ David A. Henry | Senior Vice President and Chief Financial Officer | |||
| September 13, 2013 | ||||
/ John W. Wood, Jr. | Chairman of the Board | |||
| September 13, 2013 | ||||
/ Vikram S. Budhraja | Director | |||
| September 13, 2013 | ||||
/ Richard Drouin | Director | |||
| September 13, 2013 | ||||
/ Pamela F. Lenehan | Director | |||
| September 13, 2013 | ||||
/ David R. Oliver, Jr. | Director | |||
| September 13, 2013 | ||||
/ John B. Vander Sande | Director | |||
| September 13, 2013 | ||||
EXHIBIT INDEX
Exhibit Number | Description | |
| 1.1* | Form of Underwriting Agreement. | |
| 3.1 | Restated Certificate of Incorporation, as amended, of the | |
| 3.2 | Amended and Restated By-laws, as amended, of the | |
| 5.1 | Opinion of Latham & Watkins | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting | |
| 24.1 | ||
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