As filed with the Securities and Exchange Commission on August 8, 2014
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
American Superconductor Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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04-2959321
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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64 Jackson Road, Devens, Massachusetts
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01434
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(Address of Principal Executive Offices)
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(Zip Code)
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2007 Stock Incentive Plan, as amended
Amended and Restated 2007 Director Stock Plan
(Full Title of the Plan)
Daniel P. McGahn
Chief
Executive Officer and President
American Superconductor Corporation
64 Jackson Road
Devens,
Massachusetts 01434
(Name and Address of Agent For Service)
(978) 842-3000
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Peter
N. Handrinos
Latham & Watkins LLP
John Hancock Tower
200
Clarendon Street
Boston, Massachusetts 02116
(617) 948-6000
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.
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.01 par value per share
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7,500,000 shares(2)
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$1.70(3)
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$12,750,000(3)
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$1,642.20
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(1)
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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.
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(2)
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Consists of an additional 7,000,000 shares of common stock issuable under the 2007 Stock Incentive Plan, as amended, and an additional 500,000 shares of common stock issuable under the Amended and Restated 2007 Director
Stock Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the
Registrant’s common stock as reported on the NASDAQ Global Select Market on August 6, 2014.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 7,000,000 shares of the
Registrant’s common stock to be issued pursuant to the 2007 Stock Incentive Plan, as amended (the “Stock Incentive Plan”), and 500,000 shares of the Registrant’s common stock to be issued pursuant to the Amended and Restated 2007
Director Stock Plan (the “Director Stock Plan”), for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plans (as defined in Rule 405 of Regulation C under the Securities Act of 1933, as
amended) are effective.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 hereby incorporates by reference the contents of (i) the Registration Statement on Form S-8, File
No. 333-145685, filed by the Registrant on August 24, 2007, relating to the Stock Incentive Plan and Director Stock Plan, (ii) the Registration Statement on Form S-8, File No. 333-170286, filed by the Registrant on
November 2, 2010, relating to the Stock Incentive Plan, and (iii) the Registration Statement on Form S-8, File No. 333-183075, filed by the Registrant on August 3, 2012, relating to the Stock Incentive Plan.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Devens, Massachusetts, on this
8
th
day of August, 2014.
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AMERICAN SUPERCONDUCTOR CORPORATION
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By:
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/s/ Daniel P. McGahn
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Daniel P. McGahn
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President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby constitutes and appoints Daniel P. McGahn and David A. Henry, and each of them singly, with
full power to act without the others, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign
this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to
all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes 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.
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Signature
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Title
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Date
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/s/ Daniel P. McGahn
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Director, President and Chief
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August 8, 2014
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Daniel P. McGahn
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Executive Officer (Principal
Executive Officer)
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/s/ David A. Henry
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Executive Vice President and
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August 8, 2014
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David A. Henry
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Chief Financial Officer
(Principal Financial and
Accounting
Officer)
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/s/ John W. Wood, Jr.
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Chairman of the Board of
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August 8, 2014
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John W. Wood, Jr.
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Director
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/s/ Vikram S. Budhraja
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Directors
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August 8, 2014
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Vikram S. Budhraja
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- 3 -
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/s/ Richard Drouin
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Director
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August 8, 2014
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Richard Drouin
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/s/ Pamela F. Lenehan
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Director
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August 8, 2014
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Pamela F. Lenehan
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/s/ David R. Oliver, Jr.
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Director
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August 8, 2014
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David R. Oliver, Jr.
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/s/ John B. Vander Sande
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Director
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August 8, 2014
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John B. Vander Sande
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- 4 -
INDEX TO EXHIBITS
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Number
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Description
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4.1 (1)
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Restated Certificate of Incorporation of American Superconductor Corporation, as amended
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4.2 (2)
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Amended and Restated By-Laws of American Superconductor Corporation
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5.1
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Opinion of Latham & Watkins LLP, counsel to the Registrant
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23.1
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Consent of Latham & Watkins LLP
(included
in Exhibit 5.1)
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23.2
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Consent of PricewaterhouseCoopers LLP
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23.3
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Consent of McGladrey LLP
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24.1
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Power of attorney (included on the signature pages of this registration statement)
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99.1(3)
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2007 Stock Incentive Plan, as amended
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99.2(4)
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Amended and Restated 2007 Director Stock Plan
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(1)
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Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-3 filed by the Company with the Commission on September 13, 2013 (File No. 333-191153).
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(2)
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Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-3 filed by the Company with the Commission on September 13, 2013 (File No. 333-191153).
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(3)
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Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Commission on August 6, 2014 (File No. 000-19672).
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(4)
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Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company with the Commission on August 6, 2014 (File No. 000-19672).
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Exhibit 5.1
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John Hancock Tower, 20th Floor
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200 Clarendon Street
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Boston, Massachusetts 02116
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Tel: +1.617.948.6000 Fax: +1.617.948.6001
www.lw.com
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FIRM / AFFILIATE OFFICES
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Abu Dhabi
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Milan
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Barcelona
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Moscow
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Beijing
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Munich
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Boston
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New Jersey
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Brussels
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New York
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Chicago
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Orange County
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Doha
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Paris
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Dubai
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Riyadh
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Düsseldorf
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Rome
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Frankfurt
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San Diego
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Hamburg
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San Francisco
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Hong Kong
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Shanghai
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Houston
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Silicon Valley
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London
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Singapore
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Los Angeles
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Tokyo
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Madrid
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Washington, D.C.
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August 8, 2014
American
Superconductor Corporation
64 Jackson Road
Devens, MA 01434
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Re:
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Registration Statement on Form S-8; 7,500,000 shares of Common Stock, par value $0.01 per share, of American Superconductor Corporation
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Ladies and Gentlemen:
We have acted as special
counsel to American Superconductor Corporation, a Delaware corporation (the “
Company
”), in connection with the registration by the Company of 7,000,000 shares of its common stock, $0.0001 par value per share (the “
Common
Stock
”), issuable under the American Superconductor Corporation 2007 Stock Incentive Plan, as amended (the “
Stock Incentive Plan
”), and 500,000 shares of Common Stock (together with the 7,000,000 shares issuable under the
Stock Incentive Plan, the “
Shares
”) issuable under the American Superconductor Corporation Amended and Restated 2007 Director Stock Plan (the “
Director Stock Plan
,” and together with the Stock Incentive Plan, the
“
Plans
”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “
Act
”), filed with the Securities and Exchange Commission (the
“
Commission
”) on August 8, 2014 (the “
Registration Statement
”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no
opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this
letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the
General Corporation Law of the State of Delaware (the “
DGCL
”) and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have
been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by
the Company against payment therefor in the circumstances contemplated by and pursuant to the applicable Plan, and assuming in each case that the individual issuances, grants or awards under the
Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the applicable Plan (and the agreements and awards duly adopted thereunder and in accordance
therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have
assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares in the DGCL.
This opinion is
for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP