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)
|
|
|
Delaware
|
|
04-2959321
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
114 East Main Street, Ayer, Massachusetts
|
|
01432
|
(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
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.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☒
|
|
|
|
|
|
|
|
|
Emerging Growth Company
|
|
☐
|
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
|
|
|
|
|
|
|
|
|
|
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
|
|
1,250,000 shares(2)
|
|
$7.62(3)
|
|
$9,525,000(3)
|
|
$1,154.43
|
|
|
(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 1,200,000 shares of common stock issuable under the 2007 Stock Incentive Plan, as
amended and an additional 50,000 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 Registrants common stock as reported on the Nasdaq Global Select Market on August 23, 2019.
|