UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
SATCON TECHNOLOGY CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
803893106
(CUSIP Number)
David J. Prend
RockPort Capital Partners II, L.P.
160 Federal Street, 18th Floor
Boston, Massachusetts 02210
Telephone: (617) 912-1420
Facsimile: (617) 912-1449
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Robert G. OConnor, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
One Market Street
Spear Tower, Suite 3300
San Francisco, California 94105-1126
Telephone: (415) 947-2000
Facsimile: (415) 947-2099
November 8, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Schedule 13D
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1
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NAMES OF REPORTING PERSONS:
RockPort Capital Partners II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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State of Delaware
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7
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SOLE VOTING POWER:
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NUMBER OF
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3,472,222 (1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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4,807,692 (2)
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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4,807,692 shares (2)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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8.8% (3)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
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PN
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(1) Represents the voting power of 5,000 shares of Series C Preferred Stock, determined by multiplying each share of Series C Preferred Stock by the ratio of the Series C Preferred Stock original issue price of $1,000 to $1.44.
(2) Represents 4,807,692 shares of common stock issuable upon conversion of 5,000 shares of Series C Preferred Stock, determined by multiplying each share of Series C Preferred Stock by the ratio of the Series C Preferred Stock original issue price of $1,000 to $1.04.
(3) This number represents
the percentage obtained by: (a) dividing the total number of shares of the Issuers common stock being reported in this Statement (4,807,692) by (b) the sum of (i) the number of shares of the Issuers common stock outstanding on November 8, 2007 (49,786,024) and (ii) the total number of shares of the Issuers common stock
being reported in this Statement (4,807,692).
Schedule 13D
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1
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NAMES OF REPORTING PERSONS:
RockPort Capital II, LLC
I.R.S. Identification Nos. of above persons (entities only):
20-3710392
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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State of Delaware
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7
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SOLE VOTING POWER:
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NUMBER OF
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3,472,222 (1)(2)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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4,807,692 (1)(3)
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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4,807,692 shares (1)(3)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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8.8% (4)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
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CO
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(1) The reporting person is the general partner of RockPort Capital Partners II, L.P., which owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(2) Represents the voting power of 5,000 shares of Series C Preferred Stock, determined by multiplying each share of Series C Preferred Stock by the ratio of the Series C Preferred original issue price of $1,000 to $1.44.
(3) Represents 4,807,692 shares of common stock issuable upon conversion of 5,000 shares of Series C Preferred Stock, determined by multiplying each share of Series C Preferred Stock by the ratio of the Series C Preferred Stock original issue price of $1,000 to $1.04.
(4) This number represents the percentage obtained by: (a) dividing the total number of shares of the Issuers common stock being reported in this Statement (4,807,692) by (b) the sum of (i) the number of shares of the Issuers common stock outstanding on November 8, 2007 (49,786,024) and (ii) the total number of shares of the Issuers common stock
being reported in this Statement (4,807,692).
Schedule 13D
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1
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NAMES OF REPORTING PERSONS:
Alexander Ellis III
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United States of America
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7
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SOLE VOTING POWER:
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NUMBER OF
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SHARES
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8
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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3,472,222 (1)(2)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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WITH
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10
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SHARED DISPOSITIVE POWER:
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4,807,692 (1)(3)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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4,807,692 shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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8.8% (4)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
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IN
|
(1) The reporting person is a member of the general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(2) Represents the voting power of 5,000 shares of Series C Preferred Stock, determined
by multiplying each share of Series C Preferred Stock by the ratio of the Series C Preferred Stock original
issue price of $1,000 to $1.44.
(3) Represents 4,807,692 shares of common stock issuable upon conversion
of 5,000 shares of Series C Preferred Stock, determined by multiplying each share of Series C Preferred Stock by the
ratio of the Series C Preferred Stock original issue price of $1,000 to $1.04.
(4) This number represents the percentage obtained by: (a) dividing the total number of shares of the Issuers common stock being reported in this Statement (4,807,692) by (b) the sum of (i) the number of shares of the Issuers common stock outstanding on November 8, 2007 (49,786,024) and (ii) the total number of shares of the Issuers common stock
being reported in this Statement (4,807,692).
Schedule 13D
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1
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NAMES OF REPORTING PERSONS:
Janet B. James
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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United States of America
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7
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SOLE VOTING POWER:
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NUMBER OF
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SHARES
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8
|
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SHARED VOTING POWER:
|
BENEFICIALLY
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OWNED BY
|
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3,472,222 (1)(2)
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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WITH
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10
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SHARED DISPOSITIVE POWER:
|
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4,807,692 (1)(3)
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
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|
4,807,692 shares
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|
12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
o
|
|
|
|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
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|
|
8.8% (4)
|
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|
|
14
|
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
|
|
|
|
IN
|
(1) The reporting person is a member of the general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(2) Represents the voting power of 5,000 shares of Series C Preferred Stock, determined
by multiplying each share of Series C Preferred Stock by the ratio of the Series C Preferred Stock original
issue price of $1,000 to $1.44.
(3) Represents 4,807,692 shares of common stock issuable upon conversion
of 5,000 shares of Series C Preferred Stock, determined by multiplying each share of Series C Preferred Stock by the
ratio of the Series C Preferred Stock original issue price of $1,000 to $1.04.
(4) This number represents the percentage obtained by: (a) dividing the total number of shares of the Issuers common stock being reported in this Statement (4,807,692) by (b) the sum of (i) the number of shares of the Issuers common stock outstanding on November 8, 2007 (49,786,024) and (ii) the total number of shares of the Issuers common stock
being reported in this Statement (4,807,692).
Schedule 13D
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1
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NAMES OF REPORTING PERSONS:
William E. James
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
|
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
|
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|
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
|
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United States of America
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7
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SOLE VOTING POWER
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NUMBER OF
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SHARES
|
8
|
|
SHARED VOTING POWER:
|
BENEFICIALLY
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|
OWNED BY
|
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3,472,222 (1)(2)
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EACH
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9
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SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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WITH
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10
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SHARED DISPOSITIVE POWER:
|
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4,807,692 (1)(3)
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
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4,807,692 shares
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|
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
|
o
|
|
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|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
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|
8.8% (4)
|
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|
|
14
|
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
|
|
|
|
IN
|
(1) The reporting person is a member of the general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(2) Represents the voting power of 5,000 shares of Series C Preferred Stock, determined
by multiplying each share of Series C Preferred Stock by the ratio of the Series C Preferred Stock original
issue price of $1,000 to $1.44.
(3) Represents 4,807,692 shares of common stock issuable upon conversion
of 5,000 shares of Series C Preferred Stock, determined by multiplying each share of Series C Preferred Stock by the
ratio of the Series C Preferred Stock original issue price of $1,000 to $1.04.
(4) This number represents the percentage obtained by: (a) dividing the total number of shares of the Issuers common stock being reported in this Statement (4,807,692) by (b) the sum of (i) the number of shares of the Issuers common stock outstanding on November 8, 2007 (49,786,024) and (ii) the total number of shares of the Issuers common stock
being reported in this Statement (4,807,692).
Schedule 13D
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1
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NAMES OF REPORTING PERSONS:
Charles J. McDermott
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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(a)
o
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(b)
o
|
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3
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SEC USE ONLY
|
|
|
|
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4
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
|
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|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
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|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
|
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|
|
United States of America
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER:
|
|
|
|
NUMBER OF
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER:
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
3,472,222 (1)(2)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER:
|
|
|
|
|
|
4,807,692 (1)(3)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
|
4,807,692 shares
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
|
|
8.8% (4)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
|
|
|
|
IN
|
(1) The reporting person is a member of the general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(2) Represents the voting power of 5,000 shares of Series C Preferred Stock, determined
by multiplying each share of Series C Preferred Stock by the ratio of the Series C Preferred Stock original
issue price of $1,000 to $1.44.
(3) Represents 4,807,692 shares of common stock issuable upon conversion
of 5,000 shares of Series C Preferred Stock, determined by multiplying each share of Series C Preferred Stock by the
ratio of the Series C Preferred Stock original issue price of $1,000 to $1.04.
(4) This number represents the percentage obtained by: (a) dividing the total number of shares of the Issuers common stock being reported in this Statement (4,807,692) by (b) the sum of (i) the number of shares of the Issuers common stock outstanding on November 8, 2007 (49,786,024) and (ii) the total number of shares of the Issuers common stock
being reported in this Statement (4,807,692).
Schedule 13D
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS:
David J. Prend
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
|
United States of America
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER:
|
|
|
|
NUMBER OF
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER:
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
3,472,222 (1)(2)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER:
|
|
|
|
|
|
4,807,692 (1)(3)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
|
4,807,692 shares
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
|
|
8.8% (4)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
|
|
|
|
IN
|
(1) The reporting person is a member of the general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(2) Represents the voting power of 5,000 shares of Series C Preferred Stock, determined
by multiplying each share of Series C Preferred Stock by the ratio of the Series C Preferred Stock original
issue price of $1,000 to $1.44.
(3) Represents 4,807,692 shares of common stock issuable upon conversion
of 5,000 shares of Series C Preferred Stock, determined by multiplying each share of Series C Preferred Stock by the
ratio of the Series C Preferred Stock original issue price of $1,000 to $1.04.
(4) This number represents the percentage obtained by: (a) dividing the total number of shares of the Issuers common stock being reported in this Statement (4,807,692) by (b) the sum of (i) the number of shares of the Issuers common stock outstanding on November 8, 2007 (49,786,024) and (ii) the total number of shares of the Issuers common stock
being reported in this Statement (4,807,692).
Schedule 13D
|
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|
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1
|
|
NAMES OF REPORTING PERSONS:
Stoddard M. Wilson
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
o
|
|
|
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3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
|
|
|
United States of America
|
|
|
|
|
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7
|
|
SOLE VOTING POWER:
|
|
|
|
NUMBER OF
|
|
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER:
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
3,472,222 (1)(2)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
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|
|
PERSON
|
|
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER:
|
|
|
|
|
|
4,807,692 (1)(3)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
|
4,807,692 shares
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
|
|
8.8% (4)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
|
|
|
|
IN
|
(1) The reporting person is a member of the general partner of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(2) Represents the voting power of 5,000 shares of Series C Preferred Stock, determined
by multiplying each share of Series C Preferred Stock by the ratio of the Series C Preferred Stock original
issue price of $1,000 to $1.44.
(3) Represents 4,807,692 shares of common stock issuable upon conversion
of 5,000 shares of Series C Preferred Stock, determined by multiplying each share of Series C Preferred Stock by the
ratio of the Series C Preferred Stock original issue price of $1,000 to $1.04.
(4) This number represents the percentage obtained by: (a) dividing the total number of shares of the Issuers common stock being reported in this Statement (4,807,692) by (b) the sum of (i) the number of shares of the Issuers common stock outstanding on November 8, 2007 (49,786,024) and (ii) the total number of shares of the Issuers common stock
being reported in this Statement (4,807,692).
Schedule 13D
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this Statement) relates to the Series C Preferred Stock,
$0.01 par value per share (the Series C Preferred) of SatCon Technology Corporation, a Delaware
corporation (SatCon or the Issuer) and the common stock, $0.01 par value per share (the Common
Stock) issuable upon conversion of the Series C Preferred. The principal executive offices of
SatCon are located at 27 Drydock Avenue, Boston, MA 02110.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by RockPort Capital Partners II, L.P. (RockPort), RockPort
Capital II, LLC (RockPort GP) and Alexander Ellis III, Janet B. James, William E. James, Charles
J. McDermott, David J. Prend and Stoddard M. Wilson (individually, a Member and collectively, the
Members). RockPort GP is the general partner of RockPort. The Members are the sole members of
RockPort GP. Each of the above may be referred to herein as a Reporting Person and the address
and principal business office of each is 160 Federal Street, 18th Floor, Boston, MA 02110.
The principal business of RockPort is to directly or indirectly invest in, hold, sell and
otherwise deal in for its own account securities and enter into, make and perform all contracts and
other undertakings, and engage in all activities and transactions necessary or advisable to the
carrying out of the foregoing objectives and purposes. The principal business of RockPort GP is to
act as sole general partner of RockPort. The principal business of each of the Members is to
manage RockPort GP and any other affiliated partnership with similar business.
During the five years prior to the date hereof, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
RockPort is a limited partnership organized under the laws of the State of Delaware and
RockPort GP is a limited liability company organized under the laws of the state of Delaware. Each
of the Members is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 8, 2007, at the initial closing (the Initial Closing) pursuant to a Stock and
Warrant Purchase Agreement of even date (the Purchase Agreement) among the Issuer, RockPort and
other investors, RockPort purchased 5,000 shares of Series C Preferred at a purchase price of
$1,000 per share, for a total investment of $5,000,000. The Series C Preferred acquired by
RockPort on November 8, 2007 is convertible into an aggregate of 4,807,692 shares of Common Stock,
subject to anti-dilution and other adjustment provisions. At the Initial Closing, RockPort also
received a warrant to purchase 7,631,036 shares of Common Stock (the
Warrant). The Warrant
may not be exercised until May 8, 2008 and, accordingly, is not reported as being beneficially
owned by the Reporting Persons in this Schedule 13D.
Pursuant to the Purchase Agreement, RockPort received the right to nominate one individual for
election to the Issuers board of directors. As a result, David J. Prend was appointed to the
Issuers board of directors on November 8, 2007.
Working capital of RockPort was the source of the funds for the purchase and no part of the
funds were borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting
the securities.
ITEM 4. PURPOSE OF TRANSACTION.
Schedule 13D
The Reporting Persons have acquired the shares of Series C Preferred and the Warrant for
investment purposes. Subject to the factors discussed below, the Reporting Persons may, from time
to time, depending upon market conditions and other factors deemed relevant by the Reporting
Persons, acquire warrants or shares of Common Stock, outside of those contemplated by the Purchase
Agreement. The Reporting Persons reserve the right to, and may in the future choose to, change
their purpose with respect to the investment and take such actions as they deem appropriate in
light of the circumstances including, without limitation, to dispose of, in the open market, in a
private transaction or by gift, all or a portion of the Warrants or shares of Series C Preferred or
Common Stock which they now own or may hereafter acquire from the Issuer.
Except as set forth in this Item 4, none of the Reporting Persons has any present plans or
proposals which relate to or would result in: (a) the acquisition by any person of additional
securities of the issuer, or the disposition of securities of the issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any
of its subsidiaries; (c) a sale or transfer of a material amount of assets of the issuer or any of
its subsidiaries; (d) any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or dividend policy of
the issuer; (f) any other material change in the issuers business or corporate structure; (g)
changes in the issuers charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the issuer by any person; (h) causing a class of
securities of the issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of
those enumerated above. Notwithstanding the foregoing, at the date of this Schedule 13D, the
Reporting Persons do have the plans or proposals that are described below.
The summaries contained in this Schedule 13D of certain provisions of the Purchase Agreement,
the Certificate of Designation, the Warrant and the Registration Rights Agreement are qualified in
their entirety by reference to such documents (copies of which are attached hereto as Exhibits 1,
2, 3 and 4, respectively, and are incorporated in this Schedule 13D by reference to the Current
Report on Form 8-K filed by the Issuer on November 14, 2007).
Sale of Additional Securities of the Issuer
. Pursuant to the Purchase Agreement, upon
receiving approval of the transaction from the Issuers stockholders, RockPort has the right to
purchase in a subsequent closing (the Second Closing) an additional 10,000 shares of Series C
Preferred, convertible into 9,615,384 shares of Common Stock (subject to anti-dilution and other
adjustment provisions), and a warrant to purchase 4,195,887 shares of Common Stock, for an
aggregate purchase price of $10,000,000. The warrant purchased at the Second Closing (the Second
Closing Warrant) will be immediately exercisable and have an exercise price of $1.25 per share.
Additionally, following the Second Closing, the Issuer has agreed to issue to RockPort
additional warrants in the event that the holders of certain existing warrants (none of whom are
affiliated with RockPort) exercise those warrants in the future. Upon those exercises, the Issuer
will issue to RockPort and the other investors additional warrants
(Additional Warrants) to purchase Common Stock equal to one-half of the number
of shares of Common Stock issued upon exercise of these existing warrants. The exercise price of
these Additional Warrants will be $1.25 per share. If all of these existing warrants are
exercised, RockPort would receive a warrant to purchase its pro rata amount of 4,639,564 shares of
Common Stock.
Stockholder Approval
. The Issuer has agreed to cause a meeting of its stockholders to
be held on or prior to January 31, 2008 for the purpose of seeking approval for (i) the
transactions to be completed at the Second Closing, including the issuance and sale of shares of
Series C Preferred and Second Closing Warrants, the possible
issuance and sale of the Additional Warrants referred
to above, the issuance of Common Stock upon exercise, conversion or redemption of Series C
Preferred, warrants and Additional Warrants, and the repricing of the exercise price of the
Warrants issued at the first closing, (ii) the amendment of the Issuers Certificate of
Incorporation to increase the number of shares of Common Stock authorized therein from 100,000,000
to 200,000,000 and (iii) the increase in the aggregate number of shares of Common Stock which may
be issued under the Issuers 2005 Incentive Compensation Plan by 10,000,000 shares of Common Stock
from 4,000,000 to 14,000,000. If stockholder approval of the Second Closing
-3-
Schedule 13D
is not obtained at the first special meeting of the Issuers stockholders, the Issuer has
agreed to use its best efforts to seek stockholder approval at a subsequent stockholders meeting to
be held not more than sixty days after the request. The Investors may continue to make subsequent
requests until stockholder approval is obtained.
Adjustment of Warrant Exercise Price
. If stockholder approval of the Second Closing
is obtained, the Warrant issued to RockPort at the Initial Closing will be repriced from $1.44 per
share to $1.25 per share. In addition, subject to stockholder approval of the Second Closing, the
exercise price and number of shares issuable upon exercise of the Warrant issued at the Initial
Closing (and the Second Closing Warrants and Additional Warrants issued at or following the Second Closing) will
be subject to adjustment in the event of dilutive issuances so that the exercise price of these
warrants will always be equal to the product of 120% multiplied by the conversion price of the
Series C Preferred. Upon each adjustment of the exercise price, the number of shares subject to
the warrant will also be adjusted. The number of shares subject to the warrant upon adjustment
will be determined by multiplying the current exercise price prior to the adjustment by the number
of shares subject to the warrant and dividing the product by the exercise price resulting from the
adjustment.
Preemptive Right
. The Issuer has agreed that if it issues and sells any new
securities prior to the second anniversary of the stockholders meeting called to approve the Second
Closing, subject to certain exceptions, the Issuer will give RockPort the right to purchase all or
some of those new securities so as to permit RockPort to maintain its ownership percentage in the
Issuers stock.
Dividends
. Pursuant to the Certificate of Designation of the Relative Rights and
Preferences of the Series C Convertible Preferred Stock (the Certificate of Designation), the
holders of Series C Preferred have the right to receive, in preference to all other classes of
stock junior in rank to the Series C Preferred, cumulative dividends at a rate of five percent (5%)
per annum of the liquidation preference amount (described below). After the payment of this
dividend, holders of Series C Preferred are entitled to
participate on an as converted to Common Stock basis in the
payment of any dividends on the Common Stock.
Liquidation Preference
. Upon a liquidation, dissolution, winding-up, consolidation,
merger, sale of substantially all assets or similar event of the Issuer, the holders of Series C
Preferred have the right to receive, in preference to all other classes of our stock junior in rank
to the Series C Preferred, an amount per share equal to the greater of (i) $1,000 per share plus
all accrued but unpaid dividends, or (ii) the amount per share that a holder would have received
if, immediately prior to the liquidation, that holders share had been converted to Common Stock.
After payment of the liquidation preference described above, the holders of Series C Preferred are
not entitled to any further participation in any distribution of the Companys assets.
Conversion
. Each share of Series C Preferred is convertible into that number of
shares of Common Stock equal to the quotient determined by dividing 1,000 (plus accrued dividends)
by the conversion price. The initial conversion price of the Series C Preferred is $1.04 per
share. The conversion price is subject to adjustment under certain conditions and upon the
occurrence of certain events, as described below. Except as described below, the holder of a share
of Series C Preferred Stock may elect to convert that holders share at any time. In addition,
after November 8, 2009, the Issuer has the right to force conversion of all Series C Preferred if,
for a 180 consecutive day period, the average closing price of Common Stock is equal to at least
$7.00, subject to adjustment for stock dividends, stock splits or other similar recapitalizations.
However, until the first special meeting of the Issuers stockholders is held to approve the Second
Closing, no holder of Series C Preferred may convert its shares of Series C Preferred to Common
Stock. Subject to obtaining stockholder approval of the Second Closing, the Series C Preferred
will receive weighted average anti-dilution protection (in accordance with a formula set forth in
the Certificate of Designation) in the event of an issuance of equity securities below the
conversion price then in effect.
Redemption
. On or after November 8, 2011, the holders of two-thirds of the
outstanding shares of Series C Preferred may require the Issuer to redeem all or any portion of the
outstanding shares of Series C Preferred Stock. The redemption price is equal to 120% of the
liquidation preference amount, to the extent that the redemption is made in cash, or 140% of the
liquidation preference amount to the extent that, at the Issuers election, the redemption is made
in shares of Common Stock. If the redemption is made in shares of Common Stock, the shares
-4-
Schedule 13D
will be based on the fair market value of the Common Stock, based on a 10 day volume weighted
average, as of the redemption date.
Voting
. The holders of Series C Preferred are entitled to vote on all matters on
which the holders of Common Stock are entitled to vote, voting together with the holders of Common
Stock as a single class. Each share of Series C Preferred is entitled to that number of votes as
is equal to the quotient determined by dividing (i) the original issue price of $1,000 by (ii)
$1.44. Accordingly, each share of Series C Preferred is entitled to 694 votes. The number of
votes to which a share of Series C Preferred is entitled is subject to adjustment for any stock
dividends, combinations, splits and the like with respect to shares of Common Stock.
The Issuer is not permitted, without the affirmative vote or written consent of a certain
percentage of the holders of the Series C Preferred, directly or indirectly, to take any of the
following actions or agree to take any of the following actions: (i) authorize, create or issue
any shares of preferred stock or other equity securities ranking senior to or on a parity with the
Series C Preferred; (ii) increase or decrease the total number of authorized shares of Series C
Preferred; (iii) amend or modify the Issuers certificate of incorporation (including the
Certificate of Designation governing the Series C Preferred) or bylaws that would adversely affect
the rights, preferences, powers and privileges of the Series C Preferred; (iv) incur any form of
indebtedness for borrowed money in excess of $5,000,000 in the aggregate (other than indebtedness
existing at November 8, 2007); (v) repurchase or redeem any equity securities ranking junior to the
Series C Preferred, subject to certain exceptions; (vi) effect any distribution or declare, pay or
set aside any dividend with respect to any equity securities ranking junior to the Series C
Preferred; (vii) effect a liquidation, consummate a reorganization event or dispose, transfer or
license any material assets, technology or intellectual property, other than non-exclusive licenses
in connection with sales of the Issuers products in the ordinary course of business; (viii) change
the size of the Issuers board of directors; (ix) encumber or grant a security interest in all or
substantially all or a material part of the Issuers assets except to secure indebtedness permitted
above that is approved by the Issuers board of directors; (x) acquire a material amount of assets
of another entity, through a merger, purchase of assets or purchase of capital stock or otherwise;
(xi) prior to obtaining stockholder approval of the Second Closing, issue any additional equity
securities at a per share price less than $1.04, subject to certain exceptions; or (xii) enter into
any agreement to do or cause to be done any of the foregoing.
Change of Control
. Pursuant to the Certificate of Designation, the separate approval
of holders of the outstanding Series C Preferred shall be required to undertake certain actions,
such as amending or modifying the Issuers Certificate of Incorporation or Bylaws or enter into a
change of control transaction or asset sale. In addition, the Liquidation Preference described
above is payable upon certain change of control transactions. Such provisions may impede the
ability of other persons to acquire control of the Issuer.
Board Representation
. The Company has agreed that RockPort has the right to designate
one representative to the Issuers Board of Directors in connection with the first closing.
Accordingly, effective November 8, 2007, the Board of Directors of the Issuer appointed David J.
Prend as RockPorts designee to the Board and to serve as a member of the Corporate Governance
and Nominating Committee of the Board. Mr. Prend serves as a Class III Director. Mr. Prend has
also been appointed to serve as a member of a four person special committee of the Board charged
with searching for a new Chief Executive Officer of the Company.
Future Board Changes
. It is a condition to the Second Closing that the Board of
Directors be reduced to seven members and that RockPort and the other investors identified in the
Purchase Agreement (collectively, the Investors) have the right to designate one additional
director who is independent (as that term is defined in the regulations of the Nasdaq Stock
Market) to serve as a director of the Issuer. Accordingly, three currently serving directors will
be required to resign for that condition to be satisfied. Following the Second Closing, if the
number of members of the Board of Directors must be set at nine to comply with regulations of the
Nasdaq Stock Market, the Investors would have the right to designate one additional independent
director (for a total of two independent directors).
Alternative Transaction Fee
. In the event that (i) the Issuer elects not to proceed
with the Second Closing (including terminating the Purchase Agreement) for any reason, and (ii) the
Issuer enters into an agreement with
-5-
Schedule 13D
respect to any Alternative Transaction (as defined below) prior to July 19, 2008, then, at the
election of the Investors, either (A) the Issuer is obligated to pay the Investors a fee equal to,
at the Issuers option, either $2,000,000, if paid in shares of Common Stock, or $1,500,000, if
paid in cash or (B) the Issuer is to use its best efforts to provide the Investors with the
opportunity to invest up to 50% of the funds to be received by the Issuer in that Alternative
Transaction.
Exclusivity
. Until April 30, 2008 (unless certain conditions extending or shortening
that period are met), the Issuer has agreed to negotiate exclusively with the Investors with
respect to (i) any sale of equity or convertible securities of the Issuer, (ii) the sale of all or
substantially all of the assets of the Issuer or (iii) any merger or consolidation of the Issuer
(each, an Alternative Transaction), and has agreed that neither it nor its officers or directors
will initiate, solicit, encourage, discuss, negotiate or accept any offers from any third party
with respect to any Alternative Transaction.
Registration of Securities
. The Issuer has agreed to file a registration statement
with the Securities and Exchange Commission covering the resale of shares of Common Stock issuable
upon conversion of the Series C Preferred and upon exercise of the warrants issued under the
Purchase Agreement. The Issuer is required to file this registration statement not later than
thirty (30) days after the earliest to occur of the Second Closing or the date on which
stockholders fail to approve that Second Closing. The Issuer has agreed to use its best efforts to
have this registration statement declared effective as soon as practicable after filing, but not
later than sixty (60) days from the required filing date, and to keep it effective until the
earlier of the date on which all of the shares of Common Stock covered by that registration
statement have been sold and the date on which the holders of the Series C Preferred and warrants
may sell all of the Common Stock covered by that registration statement without restriction
pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended.
In the event there is no registration statement effective with respect to the shares of Common
Stock issuable upon conversion of the Series C Preferred and upon exercise of the warrants issued
in the private placement, the Issuer has agreed to provide the Purchasers with two demand
registration rights, so long as each demand registration statement covers shares with an
anticipated aggregate offering price of at least $3,000,000. The Issuer has also agreed to provide
the investors with unlimited piggyback rights with respect to offerings by the Issuer, subject to
certain carve-backs in an underwritten offering.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Each of the Reporting Persons may be deemed to beneficially own an aggregate of 5,000
shares of Series C Preferred or 4,807,692 shares of the Issuers Common Stock, which number
represents the maximum number of shares of Common Stock that the Reporting Persons could
beneficially own on the date hereof, assuming full conversion of the Series C Preferred. This number
represents approximately 8.8% of the Issuers Common Stock (based on the 49,786,024 shares
outstanding on November 8, 2007 plus the 4,807,692 shares of Common Stock which may be deemed to be
sold to the Reporting Persons in the Initial Closing of the Purchase Agreement).
(b) RockPort will have sole voting and dispositive power with respect to the 5,000 shares of
Series C Preferred, or 4,807,692 shares of the Issuers Common Stock, beneficially owned by
RockPort. By virtue of the relationships between and among the Reporting Persons described in Item
2 of this Statement, RockPort GP and the Members may be deemed to have the power to direct the
voting and disposition of the shares of Common Stock beneficially owned by RockPort. RockPort GP
and the Members disclaim beneficial ownership of the reported securities except to the extent of
their pecuniary interests therein.
(c) Other than as described above, no transactions in the Issuers Common Stock have been
effected during the past sixty days by any of the Reporting Persons.
(d) No other person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of securities covered by this Schedule 13D.
(e) Not applicable.
-6-
Schedule 13D
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
(a) RockPort GP is the general partner of RockPort pursuant to an agreement of limited
partnership which authorizes RockPort GP, among other things, to invest the funds of RockPort in
the Issuers securities and to vote and dispose of such securities. Pursuant to a limited
liability company agreement, each of the Members is a managing member of RockPort GP and is
authorized, among other things, to direct RockPort GP to invest the funds of RockPort and to vote
and dispose of the Issuers securities held by RockPort.
(b) The information set forth or incorporated by reference in Items 4 and 5 is hereby
incorporated herein by reference. Except as referred to above, there are no contracts,
arrangements, understandings or relationships among the Reporting Persons or between such persons
and any other person with respect to any securities of the Issuer.
(c) Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have
entered into an agreement, attached hereto as Exhibit 5 and incorporated by reference, with respect
to the joint filing of this statement and any amendment or amendments hereto.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
|
|
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|
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Exhibit
|
|
|
Number
|
|
Exhibit Name
|
|
1.
|
|
|
Stock and Warrant Purchase Agreement, dated as of November 8,
2007, by and among SatCon Technology Corporation RockPort Capital
Partners II, L.P. and NGP Energy Technology Partners, L.P.
(incorporated in this Schedule 13D by reference to Exhibit 10.3 of
the Current Report on Form 8-K filed by SatCon Technology
Corporation on November 14, 2007).
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|
|
|
|
|
|
2.
|
|
|
Certificate of Designation of the Relative Rights and Preferences
of the Series C Convertible Preferred Stock of SatCon Technology
Corporation, dated as of November 8, 2007 (incorporated in this
Schedule 13D by reference to Exhibit 10.6 of the Current Report on
Form 8-K filed by SatCon Technology Corporation on November 14,
2007).
|
|
|
|
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3
|
|
|
Form of Warrant to purchase Common Stock (incorporated in this
Schedule 13D by reference to Exhibit 10.4 of the Current Report on
Form 8-K filed by SatCon Technology Corporation on November 14,
2007).
|
|
|
|
|
|
|
4
|
|
|
Registration Rights Agreement, dated as of November 8, 2007, by
and among SatCon Technology Corporation RockPort Capital Partners
II, L.P. and NGP Energy Technology Partners, L.P. (incorporated in
this Schedule 13D by reference to Exhibit 10.7 of the Current
Report on Form 8-K filed by SatCon Technology Corporation on
November 14, 2007).
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|
|
5
|
|
|
Agreement regarding Filing of Joint Schedule 13D.
|
-7-
Schedule 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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RockPort Capital Partners II, L.P.
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By:
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RockPort Capital II, LLC
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Its:
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General Partner
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By:
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/s/ Stoddard M. Wilson
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Name:
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Stoddard M. Wilson
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Title:
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Managing Member
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RockPort Capital II, LLC
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By:
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/s/ Stoddard M. Wilson
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Name:
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Stoddard M. Wilson
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Title:
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Managing Member
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/s/ Alexander Ellis III
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Alexander Ellis III
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/s/ Janet B. James
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Janet B. James
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/s/ William E. James
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William E. James
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/s/ Charles J. McDermott
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Charles J. McDermott
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/s/ David J. Prend
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David J. Prend
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/s/ Stoddard M. Wilson
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Stoddard M. Wilson
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Dated: November 19, 2007
-8-
Schedule 13D
EXHIBIT INDEX
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Exhibit
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Number
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Exhibit Name
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1.
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Stock and Warrant Purchase Agreement, dated as of November 8,
2007, by and among SatCon Technology Corporation RockPort Capital
Partners II, L.P. and NGP Energy Technology Partners, L.P.
(incorporated in this Schedule 13D by reference to Exhibit 10.3 of
the Current Report on Form 8-K filed by SatCon Technology
Corporation on November 14, 2007).
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2.
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Certificate of Designation of the Relative Rights and Preferences
of the Series C Convertible Preferred Stock of SatCon Technology
Corporation, dated as of November 8, 2007 (incorporated in this
Schedule 13D by reference to Exhibit 10.6 of the Current Report on
Form 8-K filed by SatCon Technology Corporation on November 14,
2007).
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3
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Form of Warrant to purchase Common Stock (incorporated in this
Schedule 13D by reference to Exhibit 10.4 of the Current Report on
Form 8-K filed by SatCon Technology Corporation on November 14,
2007).
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4
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Registration Rights Agreement, dated as of November 8, 2007, by
and among SatCon Technology Corporation RockPort Capital Partners
II, L.P. and NGP Energy Technology Partners, L.P. (incorporated in
this Schedule 13D by reference to Exhibit 10.7 of the Current
Report on Form 8-K filed by SatCon Technology Corporation on
November 14, 2007).
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5
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Agreement regarding Filing of Joint Schedule 13D.
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