- Securities Registration: Employee Benefit Plan (S-8)

 

As filed with the Securities and Exchange Commission on August 13, 2012

Registration No. 333-      

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

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FORM S-8

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

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SATCON TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

 

		25 Drydock Avenue
DELAWARE		Boston, Massachusetts 02210		04-2857552
(State or other jurisdiction of incorporation or organization)		(Address of registrant’s principal executive offices)(zip code)		(IRS Employer Identification No.)

 

Satcon Technology Corporation
Amended and Restated

2005 Incentive Compensation Plan
(Full title of the plan)

 

Charles S. Rhoades

Chief Executive Officer

Satcon Technology Corporation

25 Drydock Avenue

Boston, Massachusetts 02210

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With copy to:

 

Bradley A. Jacobson, Esq.

Greenberg Traurig, LLP

One International Place

Boston, Massachusetts 02110

[phone]

Fax [phone]

 

Indicate by check 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer	o		Accelerated filer         x
Non-accelerated filer	o (Do not check if a smaller reporting company)		Smaller reporting company       o

 

Calculation of Registration Fee

 

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share (2)			Proposed Maximum Aggregate Offering Price (2)			Amount of Registration Fee
Common Stock, par value $0.01 per share		750,000 shares		$	1.18		$	885,000.00		$	101.43

(1)          Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such and indeterminate number of shares that may become issuable under the Satcon Technology Corporation Amended and Restated 2005 Incentive Compensation Plan, as amended, relating to adjustments for changes resulting from any stock dividend, stock split, recapitalization or similar transaction.

 

(2)          Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act using the average of the high and low sales prices of the Common Stock as reported on The NASDAQ Capital Market on August 8, 2012.

 

 

 

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REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

 

This Registration Statement is being filed to register an additional 750,000 shares of the Common Stock of Satcon Technology Corporation (the “Registrant”) that may be issued under the Satcon Technology Corporation Amended and Restated 2005 Incentive Compensation Plan, as amended.  Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents of (i) the Registrant’s Registration Statement on Form S-8 (No. 333-125883) as previously filed with the Securities and Exchange Commission (the “Commission”) on June 17, 2005, (ii) the Registrant’s Registration Statement on Form S-8 (No. 333-145337) as previously filed with Commission on August 10, 2007 and (iii) the Registrant’s Registration Statement on Form S-8 (No. 333-150069) as previously filed with the Commission on April 3, 2008, except for Items 3 and 8 which are being updated by this Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.  Incorporation of Documents by Reference

 

The following documents filed with the Commission are incorporated by reference in this Registration Statement:

 

(a)           The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Commission on March 15, 2012, as amended thereafter on April 27, and May 16, 2012;

 

(b)           All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2011; and

 

(c)           The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed on November 6, 1992, including any amendment or report filed for the purposes of updating such description.

 

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing such documents.  Any statement contained herein or in a document incorporated by reference or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that such statement is modified or superseded by any other subsequently filed document which is incorporated or is deemed to be incorporated by reference herein. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

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Item 8.  Exhibits

 

Exhibit Number		Description
4.1		Satcon Technology Corporation Amended and Restated 2005 Incentive Compensation Plan is incorporated herein by reference to Appendix III to the Registrant’s Definitive Proxy Statement on Schedule 14A filed May 22, 2012 (File No. 1-11512)
5.1 *		Opinion of Greenberg Traurig, LLP
23.1 *		Consent of McGladrey LLP
23.2 *		Consent of Caturano and Company, Inc.
23.3		Consent of Greenberg Traurig, LLP (contained in the opinion filed as Exhibit 5.1 to this Registration Statement)
24.1		Power of attorney (included on the signature page to this Registration Statement)

 

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*  Filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in city of Boston, Commonwealth of Massachusetts, on this 13 th  day of August 2012.

 

	Satcon Technology Corporation
	By:	/s/ Charles S. Rhoades
		Charles S. Rhoades
		Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Charles S. Rhoades and John W. Peacock as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 date indicated.

 

Signature		Title		Date
/s/ Charles S. Rhoades				August 13, 2012
Charles S. Rhoades		Chief Executive Officer, President and Director
		(Principal Executive Officer)
/s/ Aaron M. Gomolak				August 13, 2012
Aaron M. Gomolak		Chief Financial Officer and Treasurer
		(Principal Financial Officer)
/s/ John W. Peacock				August 13, 2012
John W. Peacock		Controller and Chief Accounting Officer (Principal Accounting Officer)
/s/ James L. Kirtley, Jr.				August 13, 2012
James L. Kirtley, Jr.		Director
/s/ David J. Prend				August 13, 2012
David J. Prend		Director
/s/ John M. Carroll				August 13, 2012
John M. Carroll		Chairman of the Board
/s/ Daniel R. Dwight				August 13, 2012
Daniel R. Dwight		Director
/s/ Philip J. Deutch				August 13, 2012
Philip J. Deutch		Director
/s/ Robert G. Schoenberger				August 13, 2012
Robert G. Schoenberger		Director

 

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EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Satcon Technology Corporation Amended and Restated 2005 Incentive Compensation Plan is incorporated herein by reference to Appendix III to the Registrant’s Definitive Proxy Statement on Schedule 14A filed May 22, 2012 (File No. 1-11512)
5.1 *		Opinion of Greenberg Traurig, LLP
23.1 *		Consent of McGladrey LLP
23.2 *		Consent of Caturano and Company, Inc.
23.3		Consent of Greenberg Traurig, LLP (contained in the opinion filed as Exhibit 5.1 to this Registration Statement)
24.1		Power of attorney (included on the signature page to this Registration Statement)

 

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*  Filed herewith.

 

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