Item 8.01 Other Events
On May 5, 2017, American Superconductor Corporation (the Company or AMSC) entered into an underwriting agreement
(the Underwriting Agreement) with Oppenheimer & Co. Inc., as representative of the underwriters named therein (collectively, the Underwriters), relating to the issuance and sale (the Offering) of
4,000,000 shares of the Companys common stock, par value $0.01 per share (Common Stock). The price in the Offering is $4.00 per share of Common Stock. The net proceeds to the Company from the Offering are expected to be
approximately $14.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Offering is expected to close on or about May 10, 2017, subject to customary closing conditions. In
addition, under the terms of the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to 600,000 additional shares of Common Stock.
The Offering is being made pursuant to the Companys effective shelf registration statement on Form S-3 (Registration Statement
No. 333-198851) previously filed with and declared effective by the Securities and Exchange Commission (the SEC) and a prospectus supplement and accompanying prospectus filed with the SEC.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of
the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein. A copy of the opinion of Latham & Watkins LLP relating to the legality of the issuance and sale of the shares of
Common Stock is attached as Exhibit 5.1 to this report.
Forward-Looking Statements
The Company cautions you that statements included in this Current Report on Form 8-K that are not a description of historical facts are forward-looking
statements. In some cases, you can identify forward-looking statements by terms such as may, will, should, expect, plan, anticipate, could, intend,
target, project, contemplates, believes, estimates, predicts, potential or continue or the negatives of these terms or other similar expressions. These
statements are based on the Companys current beliefs and expectations. Such forward-looking statements include, among other things, references to the completion of the offering and the expected net proceeds therefrom. Actual results could
differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the risk and uncertainties associated with market conditions and the satisfaction of customary closing conditions relating to
the offering, as well as risks and uncertainties in the Companys business, including those risks described in the Companys periodic reports it files with the SEC. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by
this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.