As filed with the Securities and Exchange Commission on August 29, 2019
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American Superconductor Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 04-2959321 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
114 East Main Street, Ayer, Massachusetts | 01432 | |
(Address of Principal Executive Offices) | (Zip Code) |
2007 Stock Incentive Plan, as amended
Amended and Restated 2007 Director Stock Plan
(Full Title of the Plan)
Daniel P. McGahn
Chief Executive Officer and President
American Superconductor Corporation
114 East Main Street
Ayer, Massachusetts 01432
(Name and Address of Agent For Service)
(978)842-3000
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Peter N. Handrinos
Latham & Watkins LLP
John Hancock Tower
200 Clarendon Street
Boston, Massachusetts 02116
(617)948-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, $0.01 par value per share | 1,250,000 shares(2) | $7.62(3) | $9,525,000(3) | $1,154.43 | ||||
| ||||||||
|
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Consists of an additional 1,200,000 shares of common stock issuable under the 2007 Stock Incentive Plan, as amended and an additional 50,000 shares of common stock issuable under the Amended and Restated 2007 Director Stock Plan. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on August 23, 2019. |
EXPLANATORY NOTE
This Registration Statement on FormS-8 is being filed for the purpose of registering an additional 1,200,000 shares of the Registrant’s common stock to be issued pursuant to the 2007 Stock Incentive Plan, as amended (the “Stock Incentive Plan”) and 50,000 shares of the Registrant’s common stock to be issued pursuant to the Amended and Restated 2007 Director Stock Plan (the “Director Stock Plan”), for which Registration Statements of the Registrant on FormS-8 relating to the same employee benefit plans (as defined in Rule 405 of Regulation C under the Securities Act of 1933, as amended) are effective.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on FormS-8 hereby incorporates by reference the contents of (i) the Registration Statement on FormS-8, FileNo. 333-145685, filed by the Registrant on August 24, 2007, relating to the Stock Incentive Plan and the Director Stock Plan, (ii) the Registration Statement on FormS-8, FileNo. 333-170286, filed by the Registrant on November 2, 2010, relating to the Stock Incentive Plan, (iii) the Registration Statement on FormS-8, FileNo. 333-183075, filed by the Registrant on August 3, 2012, relating to the Stock Incentive Plan, (iv) the Registration Statement on FormS-8, FileNo. 333-197971, filed by the Registrant on August 8, 2014, relating to the Stock Incentive Plan and the Director Stock Plan, and (v) the Registration Statement on FormS-8, FileNo. 333-213850, filed by the Registrant on September 28, 2016, relating to the Stock Incentive Plan and the Director Stock Plan.
Item 8. | Exhibits. |
INDEX TO EXHIBITS
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Ayer, state of Massachusetts, on August 29, 2019.
AMERICAN SUPERCONDUCTOR CORPORATION | ||
By: | /s/ Daniel P. McGahn | |
Daniel P. McGahn President, and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby constitutes and appoints Daniel P. McGahn and John W. Kosiba, Jr., and each of them singly, with full power to act without the others, such person’s true and lawfulattorneys-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 sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-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 or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Daniel P. McGahn Daniel P. McGahn | Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer) | August 29, 2019 | ||
/s/ John W. Kosiba, Jr. John W. Kosiba, Jr. | Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | August 29, 2019 | ||
/s/ Arthur H. House Arthur H. House | Lead Independent Director of the Board | August 29, 2019 | ||
/s/ Vikram S. Budhraja Vikram S. Budhraja | Director | August 29, 2019 | ||
/s/ Barbara G. Littlefield Barbara G. Littlefield | Director | August 29, 2019 | ||
/s/ David R. Oliver, Jr. David R. Oliver, Jr. | Director | August 29, 2019 |