Current Report Filing (8-k)

Date : 10/21/2019 @ 2:01PM
Source : Edgar (US Regulatory)
Stock : Capstone Turbine Corporation (CPST)
Quote : 2.58  -0.2 (-7.19%) @ 10:29PM
After Hours
Last Trade
Last $ 2.58 ◊ 0.00 (0.00%)

Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 21, 2019

 


 

CAPSTONE TURBINE CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-15957

 

95-4180883

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

16640 Stagg Street,
Van Nuys, California

 

91406

(Address of principal executive offices)

 

(Zip Code)

 

(818) 734-5300

(Registrant’s telephone number, including area code)

 

Former name or former address, if changed since last report: N/A

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o                      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $.001 per share

 

CPST

 

NASDAQ Capital Market

Series B Junior Participating Preferred Stock Purchase Rights

 

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company  o

 

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 13(a) of the Exchange Act.  o

 

 

 


 

Item 3.03  Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

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 Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) to effect a reverse stock split of the Company’s 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 Company’s Board of Directors (the “Board”).

 

Pursuant to such authority granted by the Company’s stockholders, the Board approved a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”) of the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s common stock will begin trading on the Nasdaq Capital Market on a split-adjusted basis when the market opens on October 22, 2019. The Company’s common stock will continue to trade under the ticker symbol “CPST” and the new CUSIP number for the Company’s 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.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit
Number

 

Description

3.1

 

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Capstone Turbine Corporation

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

CAPSTONE TURBINE CORPORATION

 

 

 

Date: October 21, 2019

By:

/s/ Darren R. Jamison

 

 

Name: Darren R. Jamison

 

 

Title: President and Chief Executive Officer

 

3


Capstone Turbine (NASDAQ:CPST)
Historical Stock Chart

1 Year : From Nov 2018 to Nov 2019

Click Here for more Capstone Turbine Charts.

Capstone Turbine (NASDAQ:CPST)
Intraday Stock Chart

Today : Thursday 14 November 2019

Click Here for more Capstone Turbine Charts.

Latest CPST Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....


No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts


Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.


NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.