As filed with the Securities and Exchange Commission on November 7, 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
CAPSTONE TURBINE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
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95-4180883
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Capstone Turbine Corporation
16640 Stagg St.
Van Nuys, California 91406
(818) 734-5300
(Address, including zip code and telephone number, including area code, of principal executive offices)
Capstone Turbine Corporation 2017 Equity Incentive Plan
(Full Title of the Plans)
Darren R. Jamison
Chief Executive Officer
16640 Stagg St.
Van Nuys, California 91406
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Jocelyn M. Arel
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
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.
Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer x
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Smaller reporting company x
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Emerging growth company o
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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. o
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)(2)
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Proposed
Maximum
Offering
Price
per Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount of
Registration
Fee
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Common Stock, $0.001 par value per share
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600,000 shares
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(3)
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$
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2.715
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(4)
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$
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1,629,000
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$
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211.44
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Total
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600,000 shares
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$
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2.715
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$
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1,629,000
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$
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211.44
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock of Capstone Turbine Corporation, a Delaware corporation (the Registrant). Pursuant to Rule 416(c) under the Securities Act, this registration statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
(2) Unless otherwise noted, all share amounts reflected in this Form S-8 Registration Statement reflect amounts on a post-reverse stock split basis, after giving effect to the one-for-ten reverse stock split approved by the Board of Directors and stockholders of the Registrant that became effective October 21, 2019 (the Split).
(3) Represents (a) 300,000 additional shares of common stock (on a post-Split basis, or 3,000,000 shares on a pre-Split basis) reserved and available for issuance under the Registrants 2017 Equity Incentive Plan (the 2017 Plan), as approved by the Registrants stockholders at its annual meeting on August 30, 2018 (the 2018 Annual Meeting) and (b) 300,000 additional shares of common stock (on a post-Split basis, or 3,000,000 shares on a pre-Split basis) reserved and available for issuance under the 2017 Plan, as approved by the Registrants stockholders at its annual meeting on August 29, 2019 (the 2019 Annual Meeting). At the 2018 Annual Meeting, the Registrants stockholders approved an amendment to the 2017 Plan to increase the aggregate number of shares authorized for issuance under the 2017 Plan by 300,000 shares to 600,000 shares of common stock (on a post-Split basis, or by 3,000,000 shares to 6,000,000 on a pre-Split basis). At the 2019 Annual Meeting, the Registrants stockholders approved an amendment to the 2017 Plan to increase the aggregate number of shares authorized for issuance under the 2017 Plan by 300,000 shares to 900,000 shares of common stock (on a post-Split basis, or by 3,000,000 shares to 9,000,000 shares on a pre-Split basis).
(4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrants common stock, as quoted on the Nasdaq Capital Market, on November 4, 2019.
Proposed sales to take place as soon after the effective date of the registration statement as awards are granted, exercised or distributed under the above-named plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Van Nuys, State of California, on November 7, 2019.
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CAPSTONE TURBINE CORPORATION
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By:
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/s/ Darren R. Jamison
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Darren R. Jamison
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Chief Executive Officer and President (Principal Executive Officer)
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By:
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/s/ Frederick S. Hencken III
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Frederick S. Hencken III
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Interim Chief Financial Officer (Principal Financial Officer)
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POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Darren R. Jamison and Frederick S. Hencken III as such persons true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
Name
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Title
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Date
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/s/ Darren R. Jamison
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President, Chief Executive Officer and Director
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November 7, 2019
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Darren R. Jamison
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(Principal Executive Officer)
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/s/ Frederick S. Hencken III
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Interim Chief Financial Officer and Chief Accounting Officer
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November 7, 2019
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Frederick S. Hencken III
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(Principal Financial and Accounting Officer)
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/s/ Holly A. Van Deursen
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Chairman of the Board of Directors
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November 7, 2019
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Holly A. Van Deursen
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