UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN SUPERCONDUCTOR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 04-2959321 | |
(State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
Two Technology Drive Westborough, Massachusetts |
01581 | |
(Address of Principal Executive Offices) | (Zip Code) |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ¨
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this Form relates (if applicable): Not applicable
Securities to be registered pursuant to Section 12(b) of the Exchange Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock Purchase Rights
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
On June 20, 2006, American Superconductor Corporation (the Company) amended the Rights Agreement dated as of October 30, 1998, as amended (the Rights Agreement), between the Company
and American Stock Transfer & Trust Company, as Rights Agent (the Rights Agent), to change the Final Expiration Date of the Rights issued under the Rights Agreement from October 30, 2008 to June 30, 2006. As a result
Item 2. Exhibits.
The following exhibits are filed herewith or are incorporated by reference as indicated below.
Exhibit Number |
Description |
||
4.1 | (1) | Form of Rights Agreement, dated as of October 30, 1998, between the Company and American Stock Transfer & Trust Company | |
4.2 | (2) | Amendment No. 1 to Rights Agreement, dated as of January 29, 1999 by and between the Company and American Stock Transfer & Trust Company. | |
4.3 | Amendment No. 2 to Rights Agreement, dated as of June 20, 2006 by and between the Company and American Stock Transfer & Trust Company. |
(1) Incorporated herein by reference to the Companys Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 2, 1998 (File No. 000-19672).
(2) Incorporated herein by reference to Exhibit 2 to the Companys Amendment No. 1 on Form 8-A/A filed with the Securities and Exchange Commission on March 12, 1999 (File No. 000-19672).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
AMERICAN SUPERCONDUCTOR CORPORATION
Date: June 26, 2006
By: /s/ Gregory J. Yurek
Gregory J. Yurek
Chairman of the Board, President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit Number |
Description |
||
4.1 | (1) | Form of Rights Agreement, dated as of October 30, 1998, between the Company and American Stock Transfer & Trust Company | |
4.2 | (2) | Amendment No. 1 to Rights Agreement, dated as of January 29, 1999 by and between the Company and American Stock Transfer & Trust Company. | |
4.3 | Amendment No. 2 to Rights Agreement, dated as of June 20, 2006 by and between the Company and American Stock Transfer & Trust Company. |
(1) Incorporated herein by reference to the Companys Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 2, 1998 (File No. 000-19672).
(2) Incorporated herein by reference to Exhibit 2 to the Companys Amendment No. 1 on Form 8-A/A filed with the Securities and Exchange Commission on March 12, 1999 (File No. 000-19672).
Exhibit 4.3
AMERICAN SUPERCONDUCTOR CORPORATION
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2, dated as of June 20, 2006, is made to the Rights Agreement dated as of October 30, 1998, as amended (the Rights Agreement), between American Superconductor Corporation, a Delaware Corporation (the Company), and American Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the Rights Agent).
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend any provision of the Rights Agreement in accordance with the provisions of Section 27 thereof; and
WHEREAS, the Board of Directors has determined that it is desirable to terminate the Rights outstanding under the Rights Agreement.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows:
1. Section 1(p) of the Rights Agreement is hereby modified and amended to read in its entirety as follows:
Final Expiration Date shall mean June 30, 2006.
2. All references in the form of Rights Certificate attached to the Rights Agreement as Exhibit A and the Summary of Rights to Purchase Common Stock attached to the Rights Agreement as Exhibit B to October 30, 2008 are hereby changed to June 30, 2006.
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
Executed as of the date set forth above.
AMERICAN SUPERCONDUCTOR CORPORATION
By: /s/ Gregory J. Yurek
Name: Gregory J. Yurek
Title: Chairman & CEO
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Herbert J. Lemmer
Name: Herbert J. Lemmer
Title: Vice President