Delaware | 04-2959321 | |
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
|
64 Jackson Road, Devens, Massachusetts | 01434 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed Maximum | Proposed Maximum | |||||||||||||||||||
Title of Securities | Amount to be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||||||||
to be Registered | Registered(1) | Share | Price | Registration Fee | ||||||||||||||||
Common Stock, $0.01
par value per share
|
3,500,000 shares(2) | $ | 34.10 | (3) | $ | 119,350,000 | (3) | $ | 8,510 | |||||||||||
(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 (i) 3,000,000 shares issuable under the 2007 Stock Incentive Plan, as amended and (ii) 500,000 shares issuable under the 2000 Employee Stock Purchase Plan, as amended. | |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrants Common Stock as reported on the NASDAQ Global Market on October 29, 2010. |
SIGNATURES
INDEX TO EXHIBITS
EX-5
EX-23.2
Table of Contents
Table of Contents
AMERICAN SUPERCONDUCTOR CORPORATION
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By: | /s/ Gregory J. Yurek | |||
Gregory J. Yurek | ||||
Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Gregory J. Yurek
|
Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | November 2, 2010 | ||
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/s/ David A. Henry
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Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | November 2, 2010 | ||
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/s/ Vikram S. Budhraja
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Director | November 2, 2010 | ||
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/s/ Peter O. Crisp
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Director | November 2, 2010 | ||
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/s/ Richard Drouin
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Director | November 2 , 2010 |
Signature | Title | Date | ||
/s/ David R. Oliver, Jr.
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Director | November 2, 2010 | ||
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/s/ John B. Vander Sande
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Director | November 2, 2010 | ||
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/s/ John W. Wood, Jr.
|
Director | November 2, 2010 |
Number
Description
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to
the Registrant
Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(included in Exhibit 5)
Consent of PricewaterhouseCoopers LLP
Power of attorney (included on the signature pages of this
registration statement)
2007 Stock Incentive Plan, as amended
2000 Employee Stock Purchase Plan, as amended
(1)
Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed with the
Commission on May 27, 2010 (File No. 000-19672).
(2)
Incorporated by reference to Appendix B to Definitive Proxy Statement for Annual Meeting
filed with the Commission on June 22, 2009 (File No. 000-19672).
Re:
|
2007 Stock Incentive Plan, as amended
2000 Employee Stock Purchase Plan, as amended |
Very truly yours,
WILMER CUTLER PICKERING HALE AND DORR llp |
||||
By: | /s/ Peter N. Handrinos | |||
Peter N. Handrinos, Partner | ||||