UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  March 11, 2013

 

_____________

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

 

(IRS Employer

Identification No.)

 

     

460 Ward Drive, Santa Barbara, California

 

93111-2310

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant's telephone number, including area code:  805-690-4500

 

_____________

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 ( see General Instruction A.2. below):

 

[ ]

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))

 

________________________________________________________________________

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 11, 2013, Superconductor Technologies Inc. (the "Company" or "our") filed a Certificate of Amendment of its Restated Certificate of Incorporation, as amended (the "Restated Certificate of Incorporation"), with the Secretary of State of the State of Delaware, to effect a 1-for-12 reverse stock split of our common stock (the "Reverse Stock Split").

As previously described in detail in our definitive proxy statement filed with the Securities and Exchange Commission on February 5, 2013, our stockholders held a Special Meeting of Stockholders on March 11, 2013 (the "Special Meeting"), at which the stockholders approved amendment of our Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio in the range of not less than 1-for-2 and not more than 1-for-12. The Board of Directors (the "Board") thereafter selected the 1-for-12 reverse stock split ratio and authorized the implementation of the Reverse Stock Split.

As a result of the Reverse Stock Split, every twelve (12) shares of our pre-Reverse Stock Split common stock were combined and reclassified into one (1) share of our common stock. Our post-Reverse Stock Split common stock began trading on March 12, 2013 with a new CUSIP number of 867931 404. The Reverse Stock Split did not change the authorized number of shares or the par value of our common stock.

No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.

Our transfer agent, Registrar and Transfer Company, is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the exchange of certificates for common stock.

On March 11, 2013, we also issued a press release with respect to the Reverse Stock Split described herein.

A copy of the Certificate of Amendment of our Restated Certificate of Incorporation is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders

The results for matters submitted to a vote of the stockholders of Company at the Special Meeting, which are described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on February 5, 2013, are as follows:

1.

Amendment of the Company's Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's common stock at a ratio to be determined by the board of directors within a range of not less than 1-for-2 and not more than 1-for-12, without reducing the authorized number of shares or the par value of the Company's common stock:

         
 

For

Withheld

Abstain

Broker Non-votes

         
 

36,389,928

3,250,268

82,944

----

 

 

 

 

2.

Adjournment of the Special Meeting to another time or place, if necessary, for the purpose of soliciting additional proxies in favor of Proposal 1:

         
 

For

Withheld

Abstain

Broker Non-votes

         
 

36,046,536

3,398,710

277,895

----

 

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

3.1

Certificate of Amendment of Restated Certificate of Incorporation

99.1

Press Release of the Company (the press release may also be found on the company's website at www.suptech.com on the Investor Relations page)

 

 

________________________________________________________________________

SIGNATURES

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 thereunto duly authorized.

 

         
 

 

Superconductor Technologies Inc.

Dated: March 13, 2013

 

By:

 

/s/ WILLIAM J. BUCHANAN

 

 

 

 

William J. Buchanan

 

 

 

 

Vice President and Chief Financial Officer

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

SUPERCONDUCTOR TECHNOLOGIES INC.

Superconductor Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), hereby certifies as follows:

1. That Article IV. of the Restated Certificate of Incorporation of the Company is hereby amended to add Section 3 as follows:

" Section 3 . Effective as of the close of business on March 11, 2013, each 12 shares of the issued and outstanding shares of Common Stock of this corporation shall thereby and thereupon automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock of this corporation (the "Reverse Stock Split"). No scrip or fractional shares will be issued by reason of the Reverse Stock Split. In lieu thereof, cash shall be distributed to each stockholder of the Company who would otherwise have been entitled to receipt of a fractional share and the amount of cash to be distributed shall be based upon the average closing price of a share of Common Stock on the NASDAQ Capital Market or other primary trading market for the Common Stock for the five trading days immediately preceding the effective date of this Certificate of Amendment."

2. That the foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law, by approval of the Board of Directors of the Company by unanimous written consent dated March 11, 2013, and by the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock of the Company entitled to vote thereon at the meeting of stockholders held on March 11, 2013. There are no other classes of stock outstanding entitled to vote on this amendment.

[ signature page follows ]

 

 

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment of Restated Certificate of Incorporation to be duly executed by its authorized officer this 11 day of March, 2013.

Superconductor Technologies Inc.

By: /s/ William J. Buchanan

William J. Buchanan

Chief Financial Officer

 

--------------------------------------------------------------------------------

Superconductor Technologies Inc. Completes 1-for-12 Reverse Stock Split

AUSTIN, Texas, March 11, 2013 (GLOBE NEWSWIRE) -- Superconductor Technologies Inc. (STI) (Nasdaq:SCON), a world leader in the development and production of high temperature superconducting (HTS) materials and associated technologies, today announced that it is effecting a one-for-twelve (1:12) reverse split of its common stock, effective at the close of business today. The reverse stock split, which was authorized by its Board of Directors, was approved by STI's stockholders on March 11, 2013 at a Special Meeting of the Stockholders. Upon tomorrow's (March 12) market open, STI's common stock will continue trading on a split-adjusted basis under the symbol SCON with a new CUSIP number.

STI has implemented the reverse stock split in order to meet the Nasdaq Capital Market's maintenance standard that requires STI to maintain at least a $1.00 per share minimum bid price. STI anticipates that following the reverse stock split, its common stock will trade at a price higher than the $1.00 per share minimum bid price. However, there can be no assurance that, after the consummation of the reverse stock split, the common stock will trade at twelve (12) times the market price prior to the reverse stock split or above the $1.00 per share minimum bid price.

In the reverse split, each twelve shares of issued and outstanding common stock will be converted automatically into one share of common stock. No fractional shares will be issued in connection with the reverse stock split, and stockholders who would be entitled to fractional shares will receive cash in lieu of fractional shares. The number of shares of STI common stock issued and outstanding will be reduced from approximately 50,533,875 shares as of March 11, 2013, to approximately 4,211,156 shares outstanding post split. The reverse split will also have a proportionate effect on all stock options and warrants outstanding as of March 11, 2013.

Stockholders who hold their shares in brokerage accounts or "street name" will not be required to take any action to effect the exchange of their shares. Stockholders of record as of March 11, 2013 who hold share certificates will receive instructions from STI's transfer agent, Registrar and Transfer Company, explaining the process for obtaining new post-split stock certificates. Registrar and Transfer Company will act as the exchange agent for purposes of implementing the exchange of stock certificates.

About Superconductor Technologies Inc. (STI)

Superconductor Technologies Inc., headquartered in Austin, TX, has been a world leader in HTS materials since 1987, developing more than 100 patents as well as proprietary trade secrets and manufacturing expertise. For more than a decade, STI has been providing innovative interference elimination and network enhancement solutions to the commercial wireless industry. The company is currently leveraging its key enabling technologies, including RF filtering, HTS materials and cryogenics to develop energy efficient, cost-effective and high performance second generation (2G) HTS wire for existing and emerging power applications. 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/.

The Superconductor Technologies Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3963

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: limited cash and a history of losses; our ability to raise sufficient capital to fund our operations, and the impact on our strategic initiatives of any inability to raise such funds; the impact of any such financing activity on the level of our stock price; limited number of potential customers; decreases in average selling prices for our products; rapidly advancing technology in our target markets; our need to overcome additional technical challenges in attaining milestones to develop and manufacture commercial lengths of our Conductus® HTS wire; customer acceptance of our Conductus HTS wire; the impact of competitive products, technologies and pricing; limited number of suppliers for some of our components; no significant backlog from quarter to quarter; fluctuations in sales and product demand from quarter to quarter, which can be significant; our proprietary rights, while important to our business, are difficult and costly to protect; manufacturing capacity constraints and difficulties; 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, 2012 and in STI's other public filings. These documents are available online at STI's website, http://www.suptech.com/, or through the SEC's website, http://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.

Contact:

Investor Relations, http://www.globenewswire.com/newsroom/ctr?d=10012047&l=14&a=invest%40suptech.com&u=mail to%3Ainvest%40suptech.com, Cathy Mattison or Kirsten Chapman of LHA, +1-415-433-3777, for Superconductor Technologies Inc.