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): June 29, 2011
American Superconductor Corporation
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
|
| Delaware
|
|
0-19672
|
|
04-2959321 |
| |
| (State or Other Jurisdiction
|
|
(Commission
|
|
(IRS Employer |
| of Incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
|
| 64 Jackson Road, Devens, Massachusetts
|
|
01434 |
| |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (978) 842-3000
Not Applicable
(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 (see General Instruction
A.2. below):
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On June 29, 2011, American Superconductor Corporation, a Delaware corporation (the “Company”),
entered into an amendment agreement (the “Amendment”), by and among the Company and the
shareholders (the “Shareholders”) of The Switch Engineering Oy, a limited liability company
incorporated and existing under the laws of Finland (“The Switch”), amending that certain share
purchase agreement dated March 12, 2011 by and among the Company and the Shareholders (the “Share
Purchase Agreement”).
Pursuant to the Amendment, the Company agreed, upon the satisfaction or waiver of the conditions in
the Share Purchase Agreement, as amended by the Amendment, to acquire all of the outstanding shares
of The Switch for an aggregate purchase price of (i) €190.0 million, payable as follows: (1) €14.25
million in cash in the form of an advance payment (the “Advance Payment”), which was paid by the
Company on June 29, 2011, (2) €118.75 million in cash at the closing and (3) the issuance at the
closing of shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), with a
value of €57.0 million based on the average closing price of the Common Stock during the 20 trading
days preceding the second business day prior to the closing and the USD/EUR exchange rate on the
second business day prior to the closing, and (ii) in the event closing occurs after September 1,
2011, interest at an annual rate of 4% on €118.75 million, accruing from September 1, 2011 until
the closing date (inclusive), payable in cash at the closing. In the event that the total number
of shares of Common Stock issuable to the Shareholders would exceed 19.9% of the total number of
shares of Common Stock outstanding prior to such issuance, in lieu of the issuance of such excess
shares, the Company agreed to pay additional cash at the closing to the Minor Sellers (as defined
in the Share Purchase Agreement) and issue to the remaining Shareholders unsecured promissory notes
for such excess amount, which notes shall be payable on the first business day after the first
anniversary of the closing date.
Pursuant to the Amendment, the parties agreed that the escrow would terminate on June 10, 2012
rather than twelve months after the closing date. The parties also agreed that the closing would
take place on the tenth business day after the date on which the Company informs the Shareholders
that a financing resulting in post-acquisition net cash available to the Company of at least $100 million has been
completed, provided that all other closing conditions have been satisfied or waived. In addition,
pursuant to the Amendment, the parties agreed that the Advance Payment shall constitute a
termination fee payable to the Shareholders in the event the Share Purchase Agreement, as
amended by the Amendment, is terminated should the closing not take place on or before September
30, 2011 (subject to extension for up to two one-month periods, as
described in Section 6.6), or 10
business days thereafter in the case of a breach and/or failure to remedy by the Shareholders under
Section 6.3.1, (i) by the Shareholders pursuant to
Section 6.6(i), or (ii) the Company pursuant to Section
6.6(ii) (which, in the case of Sections 6.6(i) and 6.6(ii), includes upon the occurrence of a
Failed Financing Event (as defined in the Amendment) and, in the case of Section 6.6(ii), upon the
occurrence of a Material Adverse Effect (as defined in the Share Purchase Agreement)). Upon any such termination and retention by the Shareholders of the Advance Payment, the parties shall have no right to make any further claims against each other.
Simultaneously with the Amendment, the Company, entered into a amended and restated stockholders
agreement (the “Amended and Restated Stockholders Agreement”), by and among the Company and
specified shareholders (the “Stockholders”) of The Switch, amending and restating that certain
stockholders agreement, dated March 12, 2011, among the Company and the Stockholders, the form of
which is attached as Exhibit 1 to the Amendment.
The foregoing description of the Amendment does not purport to be complete and is qualified in its
entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 hereto and
incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above with respect to the offer and issuance of shares of
Common Stock to the shareholders of The Switch pursuant to the Share Purchase Agreement, as amended
by the Amendment, is incorporated herein by reference.
The shares of Common Stock that may be issued to the shareholders of The Switch upon the
satisfaction of the closing conditions set forth in the Agreement are expected to be issued in
reliance on the exemptions from the registration provisions of the Securities Act of 1933, as
amended (the “Securities Act”) set forth in Section 4(2) of