Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting of Stockholders of Capstone Turbine Corporation (the Company) held on August 29, 2019, the Companys stockholders approved an amendment to the Companys Second Amended and Restated Certificate of Incorporation (the Amendment) to effect a reverse stock split of the Companys common stock at a ratio in the range of one-for-five (1:5) to one-for-ten (1:10), with such ratio to be determined in the discretion of the Companys Board of Directors (the Board).
Pursuant to such authority granted by the Companys stockholders, the Board approved a one-for-ten (1:10) reverse stock split (the Reverse Stock Split) of the Companys common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware on October 21, 2019, and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 5:00 p.m. Eastern Time on October 21, 2019 (the Effective Time).
The Amendment provides that, at the Effective Time, every 10 shares of the Companys issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share.
As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 79.8 million shares to approximately 8.0 million shares, the number of authorized shares of common stock will be reduced from 515 million shares to 51.5 million shares. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all then outstanding stock options, restricted stock units and warrants, which will result in a proportional decrease in the number of shares of the Companys common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Companys equity compensation plans immediately prior to the Effective Time will be reduced proportionately.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will be entitled to rounding up of the fractional share to the nearest whole number.
The Companys common stock will begin trading on the Nasdaq Capital Market on a split-adjusted basis when the market opens on October 22, 2019. The Companys common stock will continue to trade under the ticker symbol CPST and the new CUSIP number for the Companys common stock following the Reverse Stock Split is 14067D508.
The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.