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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): APRIL 8, 1997
AMERICAN SUPERCONDUCTOR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-19672 04-2959321
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
TWO TECHNOLOGY DRIVE, WESTBOROUGH, MASSACHUSETTS 01581
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 836-4200
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Item 2. Acquisition or Disposition of Assets.
On April 8, 1997, American Superconductor Corporation (the "Registrant")
acquired (the "Acquisition") all of the issued capital stock of
Superconductivity, Inc., a Delaware corporation ("SI"), by means of a merger of
SI with and into ASC Merger Corp., a Delaware corporation and a wholly-owned
subsidiary of the Registrant (the "Transitory Subsidiary"). The Acquisition took
place pursuant to an Agreement and Plan of Merger, dated as of March 7, 1997
(the "Merger Agreement"), by and among the Registrant, the Transitory Subsidiary
and SI. Under the terms of the Merger Agreement, the stockholders of SI received
an aggregate of 942,961 shares of the Registrant's Common Stock (the "Common
Stock") in exchange for all of the outstanding shares of SI capital stock. The
Registrant also assumed approximately $6.4 million of debt of SI. The
consideration paid for the SI capital stock was determined by arm's length
negotiation between the parties. Under the terms of the Merger Agreement, 94,295
shares of the Common Stock were deposited in escrow to secure certain
indemnification obligations of the SI stockholders.
SI is located in Middleton, Wisconsin, and is in the business of
manufacturing electricity storage devices used to maintain power in industrial
and commercial settings during brief blackouts or brownouts.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. Not filed herewith; to be
filed by amendment. Pursuant to Item 7(a)(4) of Form 8-K, the Registrant hereby
indicates that the filing of such financial statements at this time is
impracticable and undertakes to file a Form 8-K/A to this Report including such
Financial Statements as soon as they are available, and in any event on or
before June 23, 1997.
(b) Pro Forma Financial Information. Not filed herewith; to be filed by
amendment. Pursuant to Items 7(a)(4) and 7(b)(2) of Form 8-K, the Registrant
hereby indicates that the filing of such financial information at this time is
impracticable and undertakes to file a Form 8-K/A to this Report including such
information as soon as it is available, and in any event on or before June 23,
1997.
(c) Exhibits. See Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN SUPERCONDUCTOR CORPORATION
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(Registrant)
/s/ Ramesh L. Ratan
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Ramesh L. Ratan
Executive Vice President, Corporate Development, and
Chief Financial Officer
April 23, 1997
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Date
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Exhibit Index
No. Description
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2 Agreement and Plan of Merger dated as of March 7, 1997 by and among the
Registrant, ASC Merger Corp. and Superconductivity, Inc. For a list of
omitted Exhibits and Schedules, see pages (iii) and (iv) of the Table of
Contents to the Agreement and Plan of Merger. The Registrant will furnish
a copy of any omitted exhibit or schedule to the Securities and Exchange
Commission upon request.
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