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): November 10, 2010
American Superconductor Corporation
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-19672
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04-2959321 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 64 Jackson Road, Devens, Massachusetts
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01434 |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On November 10, 2010, American Superconductor Corporation (the “Company”) entered into an
underwriting agreement with the several underwriters named in the
Underwriting Agreement, for which Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and
Jefferies & Company, Inc. are acting as representatives of the underwriters named therein, to issue and sell
4,600,000 shares of the Company’s common stock, $.01 par value per share, in a public offering
pursuant to a registration statement on Form S-3 (File No. 333-170455) and a related prospectus
supplement filed with the Securities and Exchange Commission. In addition, the Company granted the
underwriters an option exercisable for 30 days from the date of the prospectus supplement to
purchase, at the public offering price less underwriting discounts and commissions, up to an
additional 690,000 shares of its common stock to cover over-allotments, if any.
The
offering was priced at $35.50 per share. The Company expects to receive net proceeds from the
offering of approximately $155.1 million, or
approximately $178.4 million if the underwriters
exercise their over-allotment option in full, after deducting the underwriting discounts and
commissions and estimated offering expenses. The Company intends to use the net proceeds of the
offering to expand its superconductor wire manufacturing capacity, to pursue strategic business
relationships for the purpose of executing its growth and diversification strategies, including
minority investments and acquisitions, and for other general corporate purposes.
The above description of the underwriting agreement is qualified in its entirety by reference to
the underwriting agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by
reference.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued an opinion to the
Company, dated November 10, 2010, regarding the legality of the shares of common stock to be issued
and sold in the offering upon issuance and sale thereof. A copy of the opinion is filed as Exhibit
5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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Exhibits |
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| 1.1 |
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Underwriting Agreement, dated November 10, 2010, among the Company and the
several underwriters named therein. |
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| 5.1 |
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, dated November 10, 2010. |
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| 23.1 |
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit
5.1 above). |