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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended March 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period from _______________ to ________________
COMMISSION FILE NO. 0-19672
AMERICAN SUPERCONDUCTOR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 04-2959321
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
Two Technology Drive, Westborough, Massachusetts 01581
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 836-4200
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
On April 30, 1997, the aggregate market value of voting Common Stock held
by nonaffiliates of the registrant was $105,103,725, based on the closing price
of the Common Stock on the Nasdaq National Market on April 30, 1997.
Number of shares of Common Stock outstanding as of June 20, 1997 was
11,575,266.
Documents Incorporated By Reference
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Document Form 10-K Part
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Definitive Proxy Statement with Part III
respect to the Annual Meeting of
Stockholders for the fiscal year
ended March 31, 1997, to be filed
with the Securities and Exchange
Commission by July 29, 1997
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SIGNATURES
Pursuant to the Requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A amending
its annual report on Form 10-K for the fiscal year ended March 31, 1997 to be
signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN SUPERCONDUCTOR CORPORATION
By: /s/ Ramesh L. Ratan
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Ramesh L. Ratan,
Executive Vice President,
Corporate Development,
Chief Financial Officer and
Secretary
Date: July 3, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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3.1** -Restated Certificate of Incorporation of the
Registrant
3.2* -By-laws of the Registrant, as amended to date
4.1* -Specimen Certificate for shares of Common Stock,
$.01 par value, of the Registrant
$$10.1* -Employment Agreement dated as of December 4, 1991
between the Registrant and Gregory J. Yurek
$$10.2* -Employment Agreement dated as of December 4, 1991
between the Registrant and Alexis P. Malozemoff
10.3* -Form of Employee Nondisclosure and
Developments Agreement
$$10.4* -Employee Nondisclosure and Developments Agreement
dated as of December 26, 1990 between
the Registrant and Alexis P. Malozemoff
$$10.5* -Noncompetition Agreement dated as of July 10,
1987 between the Registrant and John Vander Sande
$10.6* -License Agreement between the Registrant and
MIT dated as of July 6, 1987
$10.7* -License Agreement between the Registrant and
MIT dated as of January 31, 1989
$10.8* -License Agreement dated as of August 1, 1991
$10.9* -License Agreement dated as of September 1, 1991
$10.10** -Second Amendment dated as of January 27, 1992
between the Registrant and MIT amending the
License Agreement dated as of July 6, 1987
between the Registrant and MIT
$10.11*** -Technology Development and Patent Licensing
Agreement dated October 7, 1992 among the
Registrant and Electricity Corporation of
New Zealand Limited and Industrial Research Limited
$$10.12*** -Employment Agreement dated as of December 31,
1992 between American Superconductor
Europe GmbH and Dr. Gero Papst
10.13*** -Lease dated March 9, 1993 between CGLIC on
Behalf of its Separate Account R, as Landlord,
and the Registrant
10.14+ -First Amendment to Lease between CGLIC, on Behalf
of its Separate Account R, as Landlord, and the R
Registrant, as Tenant dated October 27, 1993
$$10.15*** -1993 Stock Option Plan
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10.16++ -Agreement dated January 1, 1994 between Pirelli
Cavi S.p.A. and the Registrant
$10.17### -Agreement between Pirelli Cavi S.p.A. and American
Superconductor Corporation, dated October 1, 1995
10.18++ -Technology Development and Patent Licensing
Agreement, First Amendment dated August 7, 1993
among the Registrant and Electricity Corporation of
New Zealand and Industrial Research Limited
10.19+++ -Subcontract Agreement effective as of September 30,
1993 by and between the Registrant and Reliance
Electric Company
$10.20# -Fourth Amendment, dated May 15, 1995, to the
Exclusive License Agreement between the Registrant
and MIT dated July 6, 1987
$$10.21## -1996 Stock Incentive Plan
$10.22### -Management Agreement between Electric Power
Research Institute, Inc. and American Superconductor
Corporation, effective January 1, 1996
$10.23### -Technology License Agreement between Electric Power
Research Institute, Inc. and American Superconductor
Corporation, effective January 1, 1996
$10.24### -Warrant granted to Electric Power Research Institute, Inc.
by American Superconductor Corporation, dated
March 26, 1996
$$10.25@ -Consulting Agreement dated as of January 1, 1997 between
the Registrant and John Vander Sande
$$10.26@ -Consulting Agreement dated as of May 1, 1997 between
the Registrant and Frank Borman
$$10.27@ -Consulting Agreement dated as of October 1, 1996 between
the Registrant and Richard Drouin
$$10.28@ -Consulting Agreement dated as of July 1, 1996 between
the Registrant and The Baciocco Group
10.29@ -Strategic Alliance Agreement by and among the Registrant
and CHARTH (Compagnie Holding D'Applications Et De
Realisations Thermiques Et Hydrauliques), dated as of
April 1, 1997
21.1@ -Subsidiaries
23.1 -Consent of Coopers & Lybrand L.L.P.
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* Incorporated by reference to Exhibits to the Registrant's Registration
Statement on Form S-1 (File No. 33-43647).
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** Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K filed with the Commission on June 29, 1992.
*** Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K filed with the Commission on June 29, 1993.
**** Incorporated by reference to Exhibits to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1993 filed with the Commission
on August 16, 1993.
+ Incorporated by reference to Exhibits to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1993 filed with the
Commission on January 26, 1994.
++ Incorporated by reference to Exhibits to Amendment No. 1 to the
Registrant's Quarterly Report on Form 10-Q/A for the quarter ended December
31, 1993 filed with the Commission on March 28, 1994.
+++ Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K filed with the Commission on June 29, 1994.
# Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K filed with the Commission on June 29, 1995.
## Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K filed with the Commission on June 28, 1996.
### Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K/A filed with the Commission on March 10, 1997.
@ Incorporated by reference to Exhibits to the Registrant's Annual Report on
Form 10-K filed with the Commission on June 30, 1997.
$ Confidential treatment previously requested and granted with respect to
certain portions, which portions were omitted and filed separately with the
Commission.
$$ Management contract or compensatory plan or arrangement required to be
filed as an Exhibit to this Form 10-K.
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