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)

 

 

 

Delaware		04-2959321
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
64 Jackson Road, Devens, Massachusetts		01434
(Address of Principal Executive Offices)		(Zip Code)

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.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.01 par value per share		7,500,000 shares(2)		$1.70(3)		$12,750,000(3)		$1,642.20

(1)	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.

(2)	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.

(3)

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.

 

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.

 

Signature		Title		Date
/s/ Daniel P. McGahn		Director, President and Chief		August 8, 2014
Daniel P. McGahn		Executive Officer (Principal Executive Officer)
/s/ David A. Henry		Executive Vice President and		August 8, 2014
David A. Henry		Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ John W. Wood, Jr.		Chairman of the Board of		August 8, 2014
John W. Wood, Jr.		Director
/s/ Vikram S. Budhraja		Directors		August 8, 2014
Vikram S. Budhraja

 

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/s/ Richard Drouin		Director		August 8, 2014
Richard Drouin
/s/ Pamela F. Lenehan		Director		August 8, 2014
Pamela F. Lenehan
/s/ David R. Oliver, Jr.		Director		August 8, 2014
David R. Oliver, Jr.
/s/ John B. Vander Sande		Director		August 8, 2014
John B. Vander Sande

 

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INDEX TO EXHIBITS

 

Number		Description
4.1 (1)		Restated Certificate of Incorporation of American Superconductor Corporation, as amended
4.2 (2)		Amended and Restated By-Laws of American Superconductor Corporation
5.1		Opinion of Latham & Watkins LLP, counsel to the Registrant
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.2		Consent of PricewaterhouseCoopers LLP
23.3		Consent of McGladrey LLP
24.1		Power of attorney (included on the signature pages of this registration statement)
99.1(3)		2007 Stock Incentive Plan, as amended
99.2(4)		Amended and Restated 2007 Director Stock Plan

 

(1)	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).

(2)	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).

(3)	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).

(4)	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).

Exhibit 5.1

 

		John Hancock Tower, 20th Floor
		200 Clarendon Street
		Boston, Massachusetts 02116
		Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com
		FIRM / AFFILIATE OFFICES
		Abu Dhabi		Milan
		Barcelona		Moscow
		Beijing		Munich
		Boston		New Jersey
		Brussels		New York
		Chicago		Orange County
		Doha		Paris
		Dubai		Riyadh
		Düsseldorf		Rome
		Frankfurt		San Diego
		Hamburg		San Francisco
		Hong Kong		Shanghai
		Houston		Silicon Valley
		London		Singapore
		Los Angeles		Tokyo
		Madrid		Washington, D.C.

August 8, 2014

American Superconductor Corporation

64 Jackson Road

Devens, MA 01434

 

Re:	Registration Statement on Form S-8; 7,500,000 shares of Common Stock, par value $0.01 per share, of American Superconductor Corporation

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

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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

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 14, 2013 relating to the financial statements and financial statement schedule which appears in American Superconductor Corporation’s Annual Report on Form 10-K for the year ended March 31, 2014.

 

/s/ PricewaterhouseCoopers LLP

Boston, MA

August 8, 2014

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of American Superconductor Corporation and its subsidiaries (the “Company”) of our report dated June 5, 2014, relating to our audit of the consolidated financial statements and the financial statement schedule as of and for the year ended March 31, 2014 and the effectiveness of the Company’s internal control over financial reporting as of March 31, 2014, which appears in the Annual Report on Form 10-K of American Superconductor Corporation for the year ended March 31, 2014.

 

/s/ McGladrey LLP

Boston, Massachusetts

August 8, 2014