As filed with the Securities and Exchange Commission on August 29, 2019

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)

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

114 East Main Street

Ayer, Massachusetts 01432

(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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,200,000 shares of the Registrant’s common stock to be issued pursuant to the 2007 Stock Incentive Plan, as amended (the “Stock Incentive Plan”) and 50,000 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 the 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, (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, (iv)  the Registration Statement on Form S-8, File No.  333-197971, filed by the Registrant on August 8, 2014, relating to the Stock Incentive Plan and the Director Stock Plan, and (v)  the Registration Statement on Form S-8, File No.  333-213850, filed by the Registrant on September 28, 2016, relating to the Stock Incentive Plan and the Director Stock Plan.

INDEX TO EXHIBITS

* Filed herewith.

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 the city of Ayer, state of Massachusetts, on August 29, 2019.

POWER OF ATTORNEY AND SIGNATURES

Each person whose signature appears below hereby constitutes and appoints Daniel P. McGahn and John W. Kosiba, Jr., 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 dates indicated.

Exhibit 5.1

American Superconductor Corporation

114 East Main Street

Ayer, Massachusetts 01432

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 1,200,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), issuable under the Company’s 2007 Stock Incentive Plan, as amended (the “2007 Plan” and such shares, the “2007 Plan Shares”), and 50,000 shares of Common Stock issuable under the Company’s Amended and Restated 2007 Director Stock Plan (the “Director Plan” and together with the 2007 Plan, the “Plans” and such shares, the “Director Plan Shares” and together with the 2007 Plan Shares, the “Shares”). 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 29, 2019 (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 recipients thereof, and have been issued by 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 applicable Plan

August 29, 2019

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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.

Exhibit 23.2

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 of our report dated June 5, 2019, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of American Superconductor Corporation and its subsidiaries, appearing in the Annual Report on Form 10-K of American Superconductor Corporation and its subsidiaries for the year ended March 31, 2019.

/s/ RSM US LLP

Boston, Massachusetts

August 29, 2019