UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 20, 2006
American Superconductor Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-19672 | 04-2959321 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| Two Technology Drive, Westborough, MA | 01581 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (508) 836-4200
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:
| ¨ | 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 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On February 20, 2006, Kevin Bisson notified American Superconductor Corporation (the “Company”) that he would resign as Senior Vice President and Chief Financial Officer of the Company effective March 10, 2006 to accept an executive position at another publicly traded company. Mr. Bisson’s resignation was not the result of any disagreement between Mr. Bisson and the Company regarding any matter relating to the Company’s operations, policies or practices.
The Company has named Thomas M. Rosa, who is currently Vice President of Finance and Accounting and Corporate Secretary, as interim Chief Financial Officer. Mr. Rosa, age 52, has been with American Superconductor since 1992 and has served as Chief Accounting Officer since 1998, Vice President of Finance and Accounting since 2003 and Corporate Secretary since 2004.
The Company is a party to a severance agreement with Mr. Rosa, dated October 14, 2004. Mr. Rosa’s severance agreement provides for certain severance benefits to Mr. Rosa in the event that Mr. Rosa’s employment is terminated: 1) by the Company without cause in the absence of a change in control of the Company; or 2) by the Company without cause or by Mr. Rosa for good reason following a change in control of the Company (each term as defined in the severance agreement). These benefits primarily consist of the continuation of Mr. Rosa’s salary and employee benefits for a period of six months following termination. The severance agreement expires on March 31, 2010; however, the agreement is subject to automatic one-year extensions on an annual basis, beginning April 1, 2007, unless either Mr. Rosa or the Company provides notice to the other party that it has decided not to extend.
A copy of the press release announcing the resignation of Mr. Bisson and the appointment of Mr. Rosa is included with this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99.1 | Press release issued by the Company on February 24, 2006. |
SIGNATURE
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 hereunto duly authorized.
| AMERICAN SUPERCONDUCTOR CORPORATION | ||||||||
| Date: February 24, 2006 |
By: |
/s/ Gregory J. Yurek | ||||||
| Gregory J. Yurek Chairman of the Board, President and Chief Executive Officer | ||||||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release issued by American Superconductor Corporation on February 24, 2006. |
Exhibit 99.1
 |
Press Release |
American Superconductor Announces Resignation of Chief Financial Officer
AMSC’s Vice President for Finance and Accounting, Thomas Rosa, named
Interim Chief Financial Officer
WESTBOROUGH, Mass., Feb. 24, 2006 – American Superconductor Corporation (NASDAQ:AMSC) today announced that Kevin Bisson, Senior Vice President and Chief Financial Officer, will be resigning to accept an executive position at another publicly traded company. Mr. Bisson’s resignation will take effect on March 10, 2006. American Superconductor has named Thomas Rosa, who is currently its Vice President of Finance and Accounting and Corporate Secretary, as interim Chief Financial Officer. Mr. Rosa, who has been with American Superconductor since 1992, Chief Accounting Officer since 1998, Vice President of Finance and Accounting since 2003 and Corporate Secretary since 2004, will continue to manage all accounting and financial functions of the Company. The Company said it plans to appoint a permanent Chief Financial Officer in the relatively near future.
Mr. Bisson, who has been the Company’s Chief Financial Officer since May 2003, commented on his career change: “I have very much enjoyed my tenure at American Superconductor, and the decision to leave was a difficult one, but I believe this new position is more closely aligned with my career goals. It has been a pleasure to work with a group of dedicated and talented people, and I wish them continued success in the future.”
“Kevin has made significant contributions to American Superconductor since he joined our team,” said Greg Yurek, Chief Executive Officer. “While we are sorry to see Kevin depart, we wish him every success in his new position. At the same time, we are pleased to have Tom Rosa, who has worked very closely with Kevin and me, move into the position of interim CFO.”
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About American Superconductor Corporation (NASDAQ:AMSC)
AMSC is the world’s principal vendor of high temperature superconductor (HTS) wire and large rotating superconductor machinery, and it is a world- leading supplier of dynamic reactive power grid stabilization products. AMSC’s HTS wire and power electronic converters are at the core of a broad range of new electricity transmission and distribution, transportation, medical and industrial processing applications, including dynamic reactive power grid stabilization solutions, large ship propulsion motors and generators, smart, controllable, superconductor power cables and advanced defense systems. The company’s products are supported by hundreds of patents and licenses covering technologies fundamental to Revolutionizing the Way the World Uses Electricity™. More information is available at www.amsuper.com.
American Superconductor and design, AMSC, POWERED BY AMSC, and Revolutionizing the Way the World Uses Electricity are trademarks of American Superconductor Corporation. All other trademarks are the property of their respective owners.
Contact Information
| Media | Lisa-Marie Barker American Superconductor |
508-621-4375 lbarker@amsuper.com | ||
| Investors | Greg Yurek American Superconductor |
508-621-4242 investor@amsuper.com | ||