UNITED STATES
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): October 17, 2018
Superconductor Technologies Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-21074 | 77-0158076 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 9101 Wall Street, Suite 1300, Austin, TX 78754 |
| (Address of Principal Executive Offices) (Zip Code) |
(512) 334-8900
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
.
On October 17, 2018, the board of directors (the "Board") of Superconductor Technologies Inc., a Delaware corporation (the "Company" or "our"), elected Julia S. Johnson (Julie Johnson) as a director of the Company. She was also appointed to our Audit, Compensation, and Governance and Nominating Committees. Ms. Johnson, whose appointment expands the Board to five members, will be a Class 2 director with a term expiring as of our annual meeting in 2021. Ms. Johnson will be entitled to receive the compensation currently in effect for non-employee directors.
Our Board has determined that Ms. Johnson is an "independent director" as defined by NASDAQ Listing Rule 5605(a)(2), as approved by the U.S. Securities and Exchange Commission, and also meets the additional Audit Committee member requirements as set forth in NASDAQ Listing Rule 5605(c)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Since November 2017, Ms. Johnson has served on the board of directors of Lumentum Holdings Inc. (NASDAQ: LITE), a provider of optical and photonic products addressing a range of end market applications including data communications and telecommunications networking and commercial lasers for manufacturing, inspection and life-science applications. Having
over 25 years of product management, product development, and technology experience, from March 2017 to August 2018, Ms. Johnson
was Senior Vice President Product Management at VeriFone, a global provider of
tec
hnology that enables electronic payment transactions.
From 2014 to 2016, Ms. Johnson was Corporate Vice President Product Management at Lenovo Group Ltd.
,
a Chinese multinational technology company selling personal computers, tablet computers, smartphones, amongst others. Prior to Lenovo, Ms. Johnson had been Corporate Vice President - Product Management at Google from 2012 to 2014, and Vice President of Product Management at Motorola Inc.. Ms. Johnson holds both an MBA and M.S. in Materials Science and Engineering from the Massachusetts Institute of Technology, and a B.S. in Math and Physics from Albion College.
There are no transactions, or proposed transactions, to which the Company is or was to be a party and in which Ms. Johnson has or had a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
A
copy
of the press
release
regarding the above is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On October 22, 2018, the Company issued a press release announcing the appointment of Julie Johnson to our Board. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1, and the information therein is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 included with this Current Report on Form 8-K, is being furnished pursuant
to
Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
99.1
Press Release dated October 22, 2018
.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Superconductor Technologies Inc. | ||
| Date: October 22, 2018 | By: | /s/ William J. Buchanan |
| William J. Buchanan | ||
| Vice President and Chief Financial Officer | ||
EXHIBIT 99.1
Seasoned Technology Leader Joins Superconductor Technologies Board of Directors
AUSTIN, Texas , Oct. 22, 2018 (GLOBE NEWSWIRE) -- Superconductor Technologies Inc. (STI) (Nasdaq: SCON) announced the appointment of Julie Johnson to its board of directors effective October 17, 2018, increasing its total number of directors to five.
Jeff Quiram, STI’s president and CEO, stated, “We are very pleased to have Julie join our board. She brings more than 25 years of product management, product development, and technology expertise, in addition to a solid material science and physics background. We look forward to her contributions as we make further progress toward commercialization of our 2G HTS wire for next generation electric machines (NGEMs).”
“I am excited to join STI at this pivotal time in the production of its enhanced Conductus wire for commercial customers,” stated Johnson. “I look forward to working with the Board and the management team to expand the company’s leadership in superconducting innovation and build momentum for long-term growth.”
Ms. Johnson was most recently the Senior Vice President Product Management at VeriFone, a global provider of technology that enables electronic payment transactions. Prior to VeriFone, Ms. Johnson was Corporate Vice President Product Management at Lenovo, a Chinese multinational technology company selling personal computers, tablet computers, smartphones, and other electronic devices. Before Lenovo, she served as Corporate Vice President - Product Management at Google. Prior to Google, Ms. Johnson was Vice President of Product Management at Motorola, a global telecommunications company. Ms. Johnson has a M.B.A. from the Massachusetts Institute of Technology, and a M.S. in Materials Science and Engineering from the Massachusetts Institute of Technology. Ms. Johnson has a B.S. in Math and Physics from Albion College.
About Superconductor Technologies Inc. (STI)
Superconductor Technologies Inc. is a global leader in superconducting innovation. Its Conductus
®
superconducting wire platform offers high performance, cost-effective and scalable superconducting wire. With 100 times the current carrying capacity of conventional copper and aluminum, superconducting wire offers zero resistance with extreme high current density. This provides a significant benefit for electric power transmission and also enables much smaller or more powerful magnets for motors, generators, energy storage and medical equipment. Since 1987, STI has led innovation in HTS materials, developing more than 100 patents as well as proprietary trade secrets and manufacturing expertise. For more than 20 years STI utilized its unique HTS manufacturing process for solutions to maximize capacity utilization and coverage for Tier 1 telecommunications operators. Headquartered in Austin, TX, Superconductor Technologies Inc.'s common stock is listed on the NASDAQ Capital Market under the ticker symbol “SCON.” For more information about STI, please visit http://www.suptech.com.
Safe Harbor
Statement
Statements in this press release regarding our business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. Forward-looking statements are not guarantees of future performance and are inherently subject to uncertainties and other factors, which could cause actual results to differ materially from the forward-looking statements. These factors and uncertainties include, but are not limited to: our limited cash and a history of losses; our need to materially grow our revenues from commercial operations and/or to raise additional capital (which financing may not be available on acceptable terms or at all) in the very near future, before cash reserves are depleted, to implement our current business plan and maintain our viability; the performance and use of our equipment to produce wire in accordance with our timetable; overcoming technical challenges in attaining milestones to develop and manufacture commercial lengths of our HTS wire; the possibility of delays in customer evaluation and acceptance of our HTS wire; the limited number of potential customers and customer pressures on the selling prices of our products; the limited number of suppliers for some of our components and our HTS wire; there being no significant backlog from quarter to quarter; our market being characterized by rapidly advancing technology; the impact of competitive products, technologies and pricing; manufacturing capacity constraints and difficulties; the impact of any financing activity on the level of our stock price; the dilutive impact of any issuances of securities to raise capital; the steps required to maintain the listing of our common stock with a U.S. national securities exchange and the impact on the liquidity and trading price of our common stock if we fail to maintain such listing; the cost and uncertainty from compliance with environmental regulations; and local, regional, and national and international economic conditions and events and the impact they may have on us and our customers.
Forward-looking statements can be affected by many other factors, including, those described in the "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of STI's Annual Report on Form 10-K for the year ended December 31, 2017 and in STI's other public filings. These documents are available online at STI's website, www.suptech.com , or through the SEC's website, www.sec.gov . Forward-looking statements are based on information presently available to senior management, and STI has not assumed any duty to update any forward-looking statements.
Investor Relations Contact
Moriah Shilton or Kirsten Chapman
LHA +1-415-433-3777 invest@suptech.com