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): July 18, 2016

 

 

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.)

 

9101 Wall Street, Austin, TX   78754
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (512) 334-8900

 

 

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 July 18, 2016, Superconductor Technologies Inc. (the “Company” or “we” or “our”) effected a one-for-fifteen (1-for-15) reverse stock split of our common stock, par value $0.001 (the “Reverse Stock Split”). The Company 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 the Reverse Stock Split.

As previously described in detail in our definitive proxy statement filed with the Securities and Exchange Commission on May 16, 2016, the Company held a Special Meeting of Stockholders on June 23, 2016 (the “Special Meeting”), at which meeting 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-15. Our board of directors thereafter selected the 1-for-15 reverse stock split ratio and authorized the implementation of the Reverse Stock Split.

As a result of the Reverse Stock Split, every fifteen (15) 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 will begin trading on July 19, 2016 with a new CUSIP number of 867931 503. The Reverse Stock Split did not change our authorized number of shares or the par value of our common stock.

No fractional shares will be 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, Computershare Trust 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. Stockholders who hold their shares in brokerage accounts or in “street name” will not be required to take any action to effect the exchange of their shares.

On July 18, 2016, 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 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

3.1    Certificate of Amendment of Restated Certificate of Incorporation of Superconductor Technologies Inc.
99.1    Press release dated July 18, 2016.

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: July 18, 2016     By:   /s/ WILLIAM J. BUCHANAN
      William J. Buchanan
      Vice President and Chief Financial Officer

EXHIBIT INDEX

 

Exhibit
No.

  

Description

  3.1    Certificate of Amendment of Certificate of Incorporation of Superconductor Technologies Inc.
99.1    Press Release dated July 18, 2016.

Exhibit 3.1

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 4 as follows:

“ Section 4 . Effective as of 12:01 a.m. on July 18, 2016, each fifteen (15) 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 for the five trading days immediately preceding the effective date of the 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 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 a meeting held on June 23, 2016.

3. The effective time of the amendment herein certified shall be 12:01 a.m. on July 18, 2016.

[signature page follows]

 

1

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 13th day of July, 2016.

 

SUPERCONDUCTOR TECHNOLOGIES INC.
By:   /s/ William J. Buchanan
  William J. Buchanan
  Chief Financial Officer

 

2

Exhibit 99.1

 

LOGO

Superconductor Technologies Inc. Completes Reverse Stock Split

AUSTIN, Texas – July 18, 2016 — Superconductor Technologies Inc. (STI) (Nasdaq: SCON) is today effecting a one-for-fifteen (1:15) reverse split of its common stock. The reverse stock split, which was authorized by its Board of Directors, was approved by STI’s stockholders on June 23, 2016 at a Special Meeting of the Stockholders. Upon market open tomorrow, July 19 th , STI’s common stock will continue trading under the symbol SCON on a split-adjusted basis with a new CUSIP number.

STI has implemented the reverse stock split for the purpose of regaining compliance with the Nasdaq Stock Market’s listing maintenance standard that requires STI to maintain at least a $1.00 per share minimum bid price. The reverse split will reduce the number of outstanding shares of STI common stock from approximately 41,748,218 shares as of July 18, 2016 to approximately 2,783,214 shares outstanding post-split. Correspondingly, the initial trading price of STI common stock is expected to proportionately increase immediately following the reverse split. However, other factors may adversely affect the price of our common stock and there can be no assurance that the reverse split will increase the trading price of our common stock or allow us to regain and maintain compliance with the Nasdaq Stock Market’s listing maintenance standard.

In the reverse split, each fifteen 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 reverse split will also have a proportionate effect on all stock options and warrants outstanding as of July 18, 2016.

Stockholders who hold their shares in brokerage accounts or in “street name” will not be required to take any action to effect the exchange of their shares. Stockholders of record as of July 18, 2016 who hold share certificates will receive instructions from STI’s transfer agent, Computershare, explaining the process for obtaining new post-split stock certificates. Computershare will act as the exchange agent for purposes of implementing the exchange of stock certificates.

Additional information on the reverse split can be found in STI’s definitive proxy statement filed with the Securities and Exchange Commission on May 16, 2016, which is available on the SEC’s website at www.sec.gov and on the company’s website.

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 .

Exhibit 99.1

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 our cash reserves are depleted (which reserves are currently expected to be sufficient into the fourth quarter of 2016) and generally over the next 12-months 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, 2015 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

Cathy Mattison or Kirsten Chapman

LHA        +1-415-433-3777         invest@suptech.com