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TABLE OF
CONTENTS
TABLE OF
CONTENTS
Table of
Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-225503
PROSPECTUS
SUPPLEMENT
(to the Prospectus
dated July 16, 2018)

Capstone Turbine Corporation
$2,781,658
Common Stock
We
previously entered into a sales agreement with H.C.
Wainwright & Co., LLC, or Wainwright, dated
June 7, 2018 as amended July 15, 2020, relating to shares
of our common stock offered by this prospectus supplement and
accompanying prospectus. In accordance with the terms of the sales
agreement, we may offer and sell shares of our common stock having
an aggregate offering price of up to $2,781,658 from time to time
through Wainwright acting as our sales agent.
Our
common stock is listed on the Nasdaq Capital Market under the
symbol "CPST." On July 14, 2020, the closing sales price of
our common stock on the Nasdaq Capital Market was $3.06 per
share.
Sales of
our common stock, if any, under this prospectus supplement and the
accompanying prospectus may be made in sales deemed to be "at the
market" equity offerings as defined in Rule 415 promulgated
under the Securities Act of 1933, as amended, or the Securities
Act, including sales made directly on or through the Nasdaq Capital
Market, the existing trading market for our common stock, sales
made to or through a market maker other than on an exchange or
otherwise, directly to the sales agent as principal, in negotiated
transactions at market prices prevailing at the time of sale or at
prices related to such prevailing market prices, and/or in any
other method permitted by law. If we and Wainwright agree on any
method of distribution other than sales of shares of our common
stock into the Nasdaq Capital Market or another existing trading
market in the United States at market prices, we will file a
further prospectus supplement providing all information about such
offering as required by Rule 424(b) under the Securities Act.
Wainwright will act as sales agent on a commercially reasonable
efforts basis consistent with its normal trading and sales
practices. There is no arrangement for funds to be received in any
escrow, trust or similar arrangement.
Wainwright
will be entitled to compensation at a fixed commission rate equal
to 3.0% of the gross proceeds per share sold under the sales
agreement. In connection with the sale of the common stock on our
behalf, Wainwright will be deemed to be an "underwriter" within the
meaning of the Securities Act and the compensation of Wainwright
will be deemed to be underwriting commissions or
discounts.
As of
July 14, 2020, the aggregate market value of our outstanding
common stock held by non-affiliates, or our public float, was
approximately $37,222,126, which amount is based on 11,023,921
shares of common stock outstanding, of which 10,789,022 shares of
common stock were held by non-affiliates, and a per share price of
$3.45, which was the last reported sale price of our common stock
on July 1, 2020. Pursuant to General Instruction I.B.6.
of Form S-3, so long as our public float remains below
$75.0 million, in no event will we sell securities with a
value of more than one-third of our public float in any 12-month
period under the registration statement of which this prospectus
supplement is a part. During the previous 12 calendar months prior
to and including the date of this prospectus supplement, we have
offered and sold securities with an aggregate value of $9,625,717
pursuant to General Instruction I.B.6 of
Form S-3.
Investing
in our securities involves risks. You should read this prospectus
supplement and the accompanying prospectus carefully before you
make your investment decision. See "Risk Factors" beginning on
page S-4 of this prospectus supplement, page 4 of the
accompanying prospectus, as well as the documents we file with the
Securities and Exchange Commission that are incorporated by
reference herein for more information.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement
or the accompanying prospectus. Any representation to the contrary
is a criminal offense.
H.C.
Wainwright & Co.
Prospectus Supplement dated July 15, 2020.
Table of
Contents
TABLE OF CONTENTS
Prospectus Supplement
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ABOUT THIS PROSPECTUS SUPPLEMENT
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PROSPECTUS SUPPLEMENT SUMMARY
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RISK FACTORS
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SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
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USE OF PROCEEDS
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DILUTION
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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INCORPORATION OF DOCUMENTS BY REFERENCE
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Prospectus
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ABOUT THIS PROSPECTUS
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
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FORWARD-LOOKING STATEMENTS
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SUMMARY
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RISK FACTORS
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USE OF PROCEEDS
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DILUTION
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PLAN OF DISTRIBUTION
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DESCRIPTION OF CAPITAL STOCK
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DESCRIPTION OF OUR DEBT SECURITIES
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DESCRIPTION OF WARRANTS
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DESCRIPTION OF UNITS
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FORMS OF SECURITIES
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LEGAL MATTERS
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EXPERTS
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S-i
Table of
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You
should rely only on the information contained or incorporated by
reference in this prospectus supplement, the accompanying
prospectus and any free writing prospectuses we may provide to you
in connection with this offering. We have not, and Wainwright has
not, authorized any other person to provide you with any
information that is different. If anyone provides you with
different or inconsistent information, you should not rely on it.
We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. The
information contained in this prospectus supplement, the
accompanying prospectus, the documents incorporated by reference
herein and any free writing prospectuses we may provide to you in
connection with this offering is accurate only as of their
respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates. You
should not consider this prospectus supplement or the accompanying
prospectus to be an offer or solicitation relating to the
securities in any jurisdiction in which such an offer or
solicitation relating to the securities is not authorized. Persons
outside the United States who come into possession of this
prospectus supplement must inform themselves about, and observe any
restrictions relating to, the offering of the securities and the
distribution of this prospectus supplement outside the United
States. Furthermore, you should not consider this prospectus
supplement or the accompanying prospectus to be an offer or
solicitation relating to the securities if the person making the
offer or solicitation is not qualified to do so, or if it is
unlawful for you to receive such an offer or
solicitation.
S-ii
Table of
Contents
ABOUT THIS PROSPECTUS
SUPPLEMENT
This prospectus
supplement and the accompanying prospectus are part of a
registration statement that we filed with the Securities and
Exchange Commission, or SEC, utilizing a "shelf" registration
process. By using a shelf registration statement, we may offer
shares of our common stock having an aggregate offering price of up
to $2,781,658 from time to time under this prospectus supplement at
prices and on terms to be determined by market conditions at the
time of offering.
We are
providing information to you about this offering in two parts. The
first part is this prospectus supplement, which describes the
specific terms of the securities we are offering and also adds to
and updates information contained in the accompanying prospectus
and the documents incorporated by reference into the accompanying
prospectus. The second part is the accompanying prospectus,
including the documents incorporated by reference, which provides
you with more general information, some of which may not apply to
this offering and some of which may have been supplemented or
superseded by information in this prospectus supplement or
documents incorporated or deemed to be incorporated by reference in
this prospectus supplement that we filed with the SEC subsequent to
the date of the prospectus.
Generally, when
we refer to this prospectus, we are referring to both parts of this
document combined. To the extent there is a conflict between the
information contained in this prospectus supplement, on the one
hand, and the information contained in the accompanying prospectus
or in any document incorporated by reference that was filed with
the SEC before the date of this prospectus supplement, on the other
hand, you should rely on the information in this prospectus
supplement. If any statement in one of these documents is
inconsistent with a statement in another document having a later
date—for example, a document incorporated by reference in the
accompanying prospectus—the statement in the document having the
later date modifies or supersedes the earlier statement. You should
read both this prospectus supplement and the accompanying
prospectus, the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus and any
related free writing prospectus that we authorized to be delivered
to you when making your investment decision. You should also read
and consider the information in the documents we have referred you
to in the section of the accompanying prospectus entitled "Where
You Can Find More Information."
No
action is being taken in any jurisdiction outside the United States
to permit a public offering of the securities or possession or
distribution of this prospectus supplement or the accompanying
prospectus in that jurisdiction. Persons who come into possession
of this prospectus supplement or the accompanying prospectus in
jurisdictions outside the United States are required to inform
themselves about and to observe any restrictions as to this
offering and the distribution of this prospectus supplement or the
accompanying prospectus applicable to that
jurisdiction.
S-iii
Table of
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PROSPECTUS SUPPLEMENT SUMMARY
This
summary highlights certain information about us and this offering
and appearing elsewhere in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference
herein and does not contain all of the information that may be
important to you and does not contain all of the information that
you should consider before investing in our securities. For a more
complete understanding of our business and the securities we are
offering, you should read this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference
herein in their entirety, including the risk factors beginning on
page S-4 and the financial statements and related notes.
Unless otherwise expressly stated or the context otherwise
requires, references in this prospectus supplement to "Capstone,"
"we," "us," or "our" or similar references refer to Capstone
Turbine Corporation and its subsidiaries, and references to our
fiscal years refer to our fiscal years ending
March 31.
Capstone Turbine Corporation
We develop,
manufacture, market and service microturbine technology solutions
for use in stationary distributed power generation and distribution
networks applications, including energy efficient cogeneration
combined heat and power, integrated combined heat and power, and
combined cooling, heat and power, as well as renewable energy,
natural resources, and critical power supply applications.
Microturbines allow customers to produce power on-site in parallel
with the electric grid or stand-alone when no utility grid is
available. Several technologies are used to provide "on-site power
generation" (also called "distributed generation") such as
reciprocating engines, solar photovoltaic power, wind turbines and
fuel cells. Our microturbines can be interconnected to other
distributed energy resources to form "microgrids" (also called
"distribution networks") located within a specific geographic area
and provide power to a group of buildings. For customers who do not
have access to the electric utility grid, microturbines provide
clean, on site power with fewer scheduled maintenance intervals and
greater fuel flexibility than competing technologies. For customers
with access to the electric grid, microturbines provide an
additional source of continuous on-site power generation, thereby
providing additional reliability and potential cost savings
compared to the local utility. With our stand-alone feature,
customers can produce their own energy in the event of a utility
power outage and can use microturbines as their primary source of
power for extended periods of time unlike traditional diesel
standby generator sets. Because our microturbines also produce
clean, usable heat energy, they provide economic advantages to
customers who can benefit from the use of hot water, chilled water,
air conditioning and steam. In addition, our microturbines have
been used as battery charging generators for hybrid electric
vehicles and to provide power to a vessel's electrical loads in
marine applications. Our microturbines are sold, installed and
serviced primarily through our global distribution network.
Together with our distributors, we offer new and remanufactured
parts as well as a comprehensive Factory Protection Plan ("FPP")
through long-term service agreements ranging from 5 to
20 years.
As part of our
long-term growth strategy, in January 2020, Capstone divided its
sales and marketing team into two separate organizations. One
stand-alone organization will remain focused on developing and
managing the existing worldwide distribution channel and will lead
all marketing and advertising activities as we continue building
the Company into a strong and recognizable worldwide brand. The
second stand-alone organization is responsible for growing the
Company's national account business and long-term rental fleet.
Additionally, this team will be responsible for business
development, licensing, and new product partnerships. We will also
continue to expand with new fuels, such as hydrogen and further
growing our renewable market segment participation. We believe this
new sales strategy, when combined with a positive adjusted EBITDA,
will better enable us to capture more market share with large,
global customers, where we see greater potential at dozens of their
facilities worldwide. Our existing distribution network remains our
worldwide feet-on-the-ground and our local presence, while the
internal salesforce will build strong, long-term relationships with
larger, more diverse customers.
S-1
Table of
Contents
We offer
microturbines designed for commercial, industrial and onshore and
offshore oil and gas applications with product offerings ranging
from 30 kilowatts to one megawatt in electric power output, which
can be deployed in arrays up to 10 megawatts. Our microturbines
combine patented air bearing technology, advanced combustion
technology and sophisticated power electronics to form efficient
and ultra-low emission electricity and cooling and heat production
systems. Because of our air bearing technology, our microturbines
do not require lube oil, grease, or traditional coolants. This
means they do not require routine maintenance to change and dispose
of lube oil, grease, or other liquid lubricants, as do the most
common reciprocating engines. We also manufacture and supply
controllers that provide complete automated system control,
including load following and custom logic to protect against
expensive local utility demand charges. These controllers include
the legacy Capstone Logic Controllers and the new Capstone
PowerSync family of controllers.
Our
microturbines can be fueled by various sources, including natural
gas, propane, butane, various sour gases, renewable fuels such as
renewable natural gas, landfill gas, biogas or digester gas,
kerosene, diesel and biodiesel. Our microturbines are available
with integrated unit mounted heat exchangers, making them easy to
engineer and install in applications where hot water, chilled
water, air conditioning and steam is desired.
We sell
microturbine units, components, controllers and accessories, as
well as offer long-term microturbine rentals. We also remanufacture
microturbine engines and provide new and remanufactured aftermarket
spares parts, accessories, services, and comprehensive long-term
service contracts from 5 to 20 years. Our microturbines are
sold primarily through distributors and Original Equipment
Manufacturers ("OEMs"). Distributors purchase our products for sale
to end users and also provide service, application engineering and
installation support. Distributors also provide a variety of
additional services, including engineering, application, and air
permit support services in which the microturbines will be used,
installation support of the products at the end users' sites,
commissioning the installed applications and providing post
commissioning service, including a comprehensive FPP. Our
distributors perform as independent value-added resellers.
OEMs integrate our products into their own product
solutions.
Capstone was
incorporated in California in 1988. On June 22, 2000, we
reincorporated as a Delaware corporation. Our principal executive
offices are located at 16640 Stagg Street, Van Nuys, California
91406. Our telephone number is (818) 734-5300. Our Internet
address is www.capstoneturbine.com. Information contained on our
website is not part of this prospectus supplement or the
accompanying prospectus or any document incorporated or deemed to
be incorporated by reference herein.
S-2
Table of
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The Offering
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Issuer
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Capstone Turbine Corporation |
Common stock offered by us
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Shares of our common stock having an aggregate
offering price of up to $2,781,658.
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Common stock to be outstanding after the
offering
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Up to 11,137,828 shares, after giving effect to the
assumed sale of $2,781,658 of shares of our common stock at a price
of $3.06 per share, which was the closing price of our common stock
on the Nasdaq Capital Market on July 14, 2020. The actual
number of shares issued will vary depending on the price at which
shares may be sold from time to time during this
offering.
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Manner of offering
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"At the market offering" that may be made from time
to time through our sales agent, H.C.
Wainwright & Co., LLC. See "Plan of
Distribution" on page S-10.
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Use of proceeds
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We intend to use the net proceeds from this offering
to fund working capital requirements and for other general
corporate purposes. See "Use of Proceeds" on
page S-8
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Nasdaq Capital Market symbol
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"CPST"
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Risk Factors
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This investment involves a high degree of risk. See
the information contained in or incorporated by reference under
"Risk Factors" beginning on page S-4 of this prospectus
supplement and in the documents incorporated by reference into this
prospectus supplement.
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Except as
otherwise indicated herein, the information above and elsewhere in
this prospectus supplement regarding outstanding shares of our
common stock is based on 10,228,789 shares of common stock
outstanding as of March 31, 2020, and excludes:
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- 11,249 shares of
common stock issuable upon the exercise of stock options
outstanding as of March 31, 2020, with a weighted-average
exercise price of $215.56 per share;
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- 330,830 shares of
common stock issuable upon vesting of restricted stock units
outstanding as of March 31, 2020; and
- •
- 398,993 additional
shares of common stock reserved for future issuance under our stock
incentive plans and our employee stock purchase plans as of
March 31, 2020.
Unless
otherwise stated, all information contained in this prospectus
supplement reflects an assumed public offering price of $3.06 per
share, which was the closing sales price of our common stock on the
Nasdaq Capital Market on July 14, 2020.
S-3
Table of
Contents
RISK FACTORS
You should
consider carefully the risks described below and discussed under
the section captioned "Risk Factors" contained in our most recent
annual report on Form 10-K, as updated by our subsequent
filings under the Securities Exchange Act of 1934, as amended, or
the Exchange Act, each of which is incorporated by reference in
this prospectus supplement in its entirety, together with other
information in this prospectus supplement, the information and
documents incorporated by reference in this prospectus supplement
and any free writing prospectus that we have authorized for use in
connection with this offering before you make a decision to invest
in our common stock. If any of the following events actually occur,
our business, operating results, prospects or financial condition
could be materially and adversely affected. This could cause the
trading price of our common stock to decline and you may lose all
or part of your investment.
Risks Related to this Offering
Sales of substantial amounts of our common stock or the perception
that such sales may occur could cause the market price of our
common stock to drop significantly, even if our business is
performing well.
Future sales of
substantial amounts of our common stock, or securities convertible
or exchangeable into shares of our common stock, into the public
market, including shares of our common stock issued upon exercise
of options and warrants, or perceptions that those sales could
occur, could adversely affect the prevailing market price of our
common stock and our ability to raise capital in the future.
Additionally, the market price of our common stock could decline as
a result of sales by, or the perceived possibility of sales by, our
existing stockholders of shares of our common stock in the market
after this offering. These sales might also make it more difficult
for us to sell equity securities at a time and price that we deem
appropriate.
We will have broad discretion in how we use the proceeds of this
offering, and we may not use these proceeds effectively, which
could adversely affect our results of operations and cause our
common stock price to decline.
We will have
considerable discretion in the application of the net proceeds of
this offering. Our management has broad discretion over how these
proceeds are used and could spend the proceeds in ways with which
you may not agree. We may not invest the proceeds of this offering
effectively or in a manner that yields a favorable or any return
and, consequently, this could result in further financial losses
that could have a material and adverse effect on our business,
cause the market price of our common stock to decline or delay the
development of our products.
You may experience immediate and substantial dilution in the net
tangible book value per share of the common stock you
purchase.
The price per
share of our common stock being offered may be higher than the net
tangible book value per share of our common stock outstanding prior
to this offering. The shares sold in this offering, if any, will be
sold from time to time at various prices. After giving effect to
the sale of shares of our common stock in the aggregate amount of
$2,781,658 at an assumed offering price of $3.06 per share, the
closing sales price of our common stock on July 14, 2020 on
the Nasdaq Capital Market, and after deducting commissions and
estimated offering expenses, our as adjusted net tangible book
value as of March 31, 2020 would have been approximately
$15.6 million or approximately $1.40 per share. This
represents an immediate increase in net tangible book value of
approximately $0.13 per share to our existing stockholders and an
immediate dilution in as adjusted net tangible book value of
approximately $1.66 per share to purchasers of our common stock in
this offering. See the section entitled "Dilution" below for a more
detailed discussion of the dilution you will incur if you purchase
common stock in this offering.
S-4
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You may experience future dilution as a result of future equity
offerings.
In order to
raise additional capital, we may in the future offer additional
shares of our common stock or other securities convertible into or
exchangeable for our common stock. We cannot assure you that we
will be able to sell shares or other securities in any other
offering at a price per share that is equal to or greater than the
price per share paid by investors in this offering, and investors
purchasing shares or other securities in the future could have
rights superior to existing stockholders. The price per share at
which we sell additional shares of our common stock or other
securities convertible into or exchangeable for our common stock in
future transactions may be higher or lower than the price per share
in this offering. As of March 31, 2020, approximately 741,072
shares of common stock that are subject to outstanding options,
issuable upon vesting of outstanding restricted stock units or
reserved for future issuance under our equity incentive plans are
eligible for sale in the public market to the extent permitted by
the provisions of various vesting schedules and Rule 144 and
Rule 701 under the Securities Act.
If we sell additional equity or debt securities to fund our
operations, restrictions may be imposed on our
business.
In order to
raise additional funds to support our operations, we may sell
additional equity or debt securities, which may impose restrictive
covenants that adversely impact our business. The incurrence of
indebtedness would result in increased fixed payment obligations
and could also result in restrictive covenants, such as limitations
on our ability to incur additional debt, limitations on our ability
to acquire, sell or license intellectual property rights and other
operating restrictions that could adversely impact our ability to
conduct our business. If we are unable to expand our operations or
otherwise capitalize on our business opportunities as a result of
such restrictions, our business, financial condition and results of
operations could be materially adversely affected.
The market price of our common stock has been, and may continue to
be, highly volatile and you could lose all or part of your
investment in our securities.
An investment
in our securities is risky, and stockholders could lose their
investment in our securities or suffer significant losses and wide
fluctuations in the market value of their investment. The market
price of our common stock is highly volatile and is likely to
continue to be highly volatile. Given the continued uncertainty
surrounding many variables that may affect our business and the
industry in which we operate, our ability to foresee results for
future periods is limited. This variability could affect our
operating results and thereby adversely affect our stock price.
Many factors that contribute to this volatility are beyond our
control and may cause the market price of our common stock to
change, regardless of our operating performance. Factors that could
cause fluctuation in our stock price may include, among other
things:
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- actual or anticipated
variations in quarterly operating results;
- •
- market sentiment
toward alternative energy stocks in general or toward us;
- •
- changes in financial
estimates or recommendations by securities analysts;
- •
- conditions or trends
in our industry or the overall economy;
- •
- loss of one or more
of our significant customers;
- •
- errors, omissions or
failures by third parties in meeting commitments to us;
- •
- changes in the market
valuations or earnings of our competitors or other technology
companies;
- •
- the trading of
options on our common stock;
S-5
Table of
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- •
- announcements by us
or our competitors of significant acquisitions, strategic
partnerships, divestitures, joint ventures or other strategic
initiatives;
- •
- announcements of
significant market events, such as power outages, regulatory
changes or technology changes;
- •
- changes in the
estimation of the future size and growth rate of our market;
- •
- future equity
financings;
- •
- the failure to
produce our products on a timely basis in accordance with customer
expectations;
- •
- the inability to
obtain necessary components on time and at a reasonable
cost;
- •
- litigation or
disputes with customers or business partners;
- •
- capital
commitments;
- •
- additions or
departures of key personnel;
- •
- sales or purchases of
our common stock;
- •
- the trading volume of
our common stock;
- •
- developments relating
to litigation or governmental investigations; and
- •
- further decreases in
or continued low levels of oil, natural gas and electricity
prices.
In addition,
the stock market in general, and the Nasdaq Capital Market and the
market for technology companies in particular, have experienced
extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of
particular companies affected. The market prices of securities of
technology companies and companies servicing the technology
industries have been particularly volatile. These broad market and
industry factors may cause a material decline in the market price
of our common stock, regardless of our operating performance. In
the past, following periods of volatility in the market price of a
company's securities, securities class—action litigation has often
been instituted against that company. This type of litigation,
regardless of whether we prevail on the underlying claim, could
result in substantial costs and a diversion of management's
attention and resources, which could materially harm our financial
condition, results of operations and cash flow.
The common stock offered hereby will be sold in "at-the-market"
offerings, and investors who buy shares at different times will
likely pay different prices.
Investors who
purchase shares in this offering at different times will likely pay
different prices, and so may experience different outcomes in their
investment results. We will have discretion, subject to market
demand, to vary the timing, prices, and numbers of shares sold, and
there is no minimum or maximum sales price. Investors may
experience a decline in the value of their shares as a result of
share sales made at prices lower than the prices they
paid.
The actual number of shares we will issue under the sales
agreement, at any one time or in total, is
uncertain.
Subject to
certain limitations in the sales agreement and compliance with
applicable law, we have the discretion to deliver a sales notice to
Wainwright at any time throughout the term of the sales agreement.
The number of shares that are sold by Wainwright after delivering a
sales notice will fluctuate based on the market price of the common
shares during the sales period and limits we set with Wainwright.
Because the price per share of each share sold will fluctuate based
on the market price of our common stock during the sales period, it
is not possible at this stage to predict the number of shares that
will be ultimately issued.
S-6
Table of
Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus
supplement and the accompanying prospectus (including the
information incorporated by reference) contains "forward-looking
statements" within the meaning of Section 27A of the
Securities Act, and Section 21E of the Exchange Act.
Forward-looking statements include statements concerning, among
other things, compliance with and availability of our line of
credit, our future results of operations, sales expectations,
research and development activities, our ability to develop markets
for our products, our ability to produce products on a timely basis
in a high quality manner, sources for and costs of component parts,
federal, state and local regulations, general business, industry
and economic conditions applicable to us, customer uses of our
microturbines, closing of the offering, net proceeds from and
expenses related to the offering, our use of proceeds from the
offering, dilution resulting from the offering, exercise of the
additional sale options offered hereby. When used in this
prospectus supplement, the words "estimates," "expects,"
"anticipates," "projects," "plans," "intends," "believes,"
"should," "could," "may" and variations of such words or similar
expressions are intended to identify forward-looking statements.
All forward-looking statements, including, without limitation, our
examination of historical operation trends, are based upon our
current expectations and various assumptions.
There are a
number of risks and uncertainties that could cause our actual
results to differ materially from the forward-looking statements
contained in this prospectus supplement and the accompanying
prospectus and the documents incorporated by reference herein,
including those risks described above. We caution you that these
factors, as well as the risk factors included and incorporated by
reference in this prospectus supplement, may not be exhaustive. Our
actual results, performance or achievements could differ materially
from the results expressed in, or implied by, these forward-looking
statements. We operate in a continually changing business
environment, and new risk factors emerge from time to time. We
cannot accurately predict such future risk factors, nor can we
assess the impact, if any, of such possible future risk factors on
our businesses or the extent to which any factor or combination of
factors may cause actual results to differ materially from those
expressed or implied by any forward-looking statements. You are
advised to review any further disclosures we make on related
subjects in reports we file with the SEC. All forward-looking
statements are based on expectations, assumptions and other facts
and circumstances as of the respective dates of the documents in
which those forward-looking statements appear and are expressly
qualified in their entirety by the cautionary statements included
in this prospectus supplement and the accompanying prospectus and
the documents incorporated by reference herein. We undertake no
obligation to publicly update or revise forward-looking statements,
which may be made to reflect events or circumstances after the date
made or to reflect the occurrence of unanticipated
events.
USE OF PROCEEDS
We may issue
and sell shares of our common stock having an aggregate offering
price of $2,781,658 from time to time. Because there is no minimum
offering amount required as a condition to close this offering, the
actual total public offering amount, commissions and proceeds to
us, if any, are not determinable at this time.
We intend to
use the net proceeds from the securities sold by us in the offering
to fund working capital requirements and for general corporate
purposes. While we have estimated the particular uses for the net
proceeds of this offering, we cannot specify these uses with
certainty. Accordingly, our management will have broad discretion
in the application of the net proceeds from this offering, and
investors will be relying on the judgment of our management with
regard to the use of these net proceeds.
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Pending
application of the net proceeds, the net proceeds of this offering
will be deposited in interest bearing accounts or invested in
certificates of deposit, United States government obligations or
other short-term debt instruments selected at our
discretion.
DILUTION
If you purchase
any of the shares of common stock offered by this prospectus
supplement, you will experience dilution to the extent of the
difference between the offering price per share of common stock you
pay in this offering and the net tangible book value per share of
our common stock immediately after this offering. Our net tangible
book value as of March 31, 2020 was approximately
$13.0 million, or $1.27 per share of common stock. Net
tangible book value per share represents our total tangible assets
(which excludes goodwill and other intangible assets), less our
total liabilities, divided by the aggregate number of shares of our
common stock outstanding as of March 31, 2020.
After giving
effect to the assumed sale of $2,781,658 of shares of common stock
in this offering at the assumed public offering price of $3.06 per
share (the closing sales of our common stock on the Nasdaq Capital
Market on July 14, 2020), and after deducting the commissions
and other estimated offering expenses payable by us, our as
adjusted net tangible book value as of March 31, 2020 would
have been approximately $15.6 million, or $1.40 per share.
This amount represents an immediate increase in net tangible book
value of $0.13 per share to existing stockholders as a result of
this offering and immediate dilution of approximately $1.66 per
share to new investors purchasing our common stock in this
offering. The following table illustrates this dilution on a per
share basis. The as adjusted information below is illustrative only
and will adjust based on the actual price to the public, the actual
number of shares sold and other terms of the offering determined at
the time shares of our common stock are sold pursuant to this
prospectus supplement. The shares sold in this offering, if any,
will be sold from time to time at various prices.
|
|
|
|
|
Assumed public offering price per share
|
|
$ |
3.06 |
|
Net tangible book value per share as of
March 31, 2020 (unaudited)
|
|
$ |
1.27 |
|
Increase in net tangible book value per share
attributable to new investors
|
|
$ |
0.13 |
|
As adjusted net tangible book value per share after
this offering
|
|
$ |
1.40 |
|
Dilution per share to new investors participating in
this offering
|
|
$ |
1.66 |
|
A $0.10
increase (decrease) in the assumed public offering price of $3.06
per share (the closing sales of our common stock on the Nasdaq
Capital Market on July 14, 2020), would increase (decrease)
the as adjusted net tangible book value by $0.01 per share and
would increase (decrease) the dilution to new investors by $0.10
per share, after deducting commissions and offering expenses
payable by us in connection with this offering.
The per share
data appearing above is based on 10,228,789 shares of common stock
outstanding as of March 31, 2020, and excludes:
- •
- 11,249 shares of
common stock issuable upon the exercise of stock options
outstanding as of March 31, 2020, with a weighted-average
exercise price of $215.56 per share;
- •
- 330,830 shares of
common stock issuable upon vesting of restricted stock units
outstanding as of March 31, 2020; and
- •
- 398,993 additional
shares of common stock reserved for future issuance under our stock
incentive plans and our employee stock purchase plans as of
March 31, 2020.
To the extent
that outstanding options are exercised or outstanding restricted
stock units vest, investors purchasing our common stock in this
offering will experience further dilution. In addition, we may
choose to raise additional capital because of market conditions or
strategic considerations, even if we believe that we have
sufficient funds for our current or future operating plans. To the
extent that
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additional capital is
raised through the sale of equity or convertible debt securities,
the issuance of these securities could result in further dilution
to our stockholders.
PLAN OF DISTRIBUTION
We previously
entered into a sales agreement with Wainwright, under which we may
issue and sell from time to time shares of our common stock having
an aggregate offering price of not more than $2,781,658 through
Wainwright as our sales agent. Sales of the common stock, if any,
will be made by any method permitted by law deemed to be an "at the
market offering" as defined in Rule 415 promulgated under the
Securities Act. If we and Wainwright agree on any method of
distribution other than sales of shares of our common stock into
the Nasdaq Capital Market or another existing trading market in the
United States at market prices, we will file a further
prospectus supplement providing all information about such offering
as required by Rule 424(b) under the Securities
Act.
Wainwright will
offer our common stock at prevailing market prices subject to the
terms and conditions of the sales agreement as agreed upon by us
and Wainwright. We will designate the number of shares which we
desire to sell, the time period during which sales are requested to
be made, any limitation on the number of shares that may be sold in
one day and any minimum price below which sales may not be made.
Subject to the terms and conditions of the sales agreement,
Wainwright will use its commercially reasonable efforts consistent
with its normal trading and sales practices and applicable law and
regulations to sell on our behalf all of the shares of common stock
requested to be sold by us. We or Wainwright may suspend the
offering of the common stock being made through Wainwright under
the sales agreement upon proper notice to the other
party.
Settlement for
sales of common stock will occur on the second business day or such
shorter settlement cycle as may be in effect under Exchange Act
Rule 15c6-1 from time to time, following the date on which any
sales are made, or on some other date that is agreed upon by us and
Wainwright in connection with a particular transaction, in return
for payment of the net proceeds to us. Sales of our common stock as
contemplated in this prospectus supplement and the accompanying
prospectus will be settled through the facilities of The Depository
Trust Company or by such other means as we and Wainwright may agree
upon. There is no arrangement for funds to be received in an
escrow, trust or similar arrangement.
We will pay
Wainwright in cash, upon each sale of our shares of common stock
pursuant to the sales agreement, a commission equal to 3.0% of the
gross proceeds from each sale of shares of our common stock.
Because there is no minimum offering amount required as a condition
to this offering, the actual total public offering amount,
commissions and proceeds to us, if any, are not determinable at
this time. Pursuant to the terms of the sales agreement, we agreed
to reimburse Wainwright for the documented fees and costs of its
legal counsel reasonably incurred in connection with entering into
the transactions contemplated by the sales agreement in an amount
not to exceed $50,000 in the aggregate. Additionally, pursuant to
the terms of the sales agreement, we agreed to reimburse Wainwright
for the documented fees and costs of its legal counsel reasonably
incurred in connection with Wainwright's ongoing diligence,
drafting and other filing requirements arising from the
transactions contemplated by the sales agreement in an amount not
to exceed $2,500 in the aggregate per calendar quarter. We estimate
that the total expenses of the offering payable by us, excluding
commissions payable to Wainwright under the sales agreement, will
be approximately $75,000. We will report at least quarterly the
number of shares of common stock sold through Wainwright under the
sales agreement, the net proceeds to us and the compensation paid
by us to Wainwright in connection with the sales of common
stock.
In connection
with the sales of common stock on our behalf, Wainwright will be
deemed to be an "underwriter" within the meaning of the Securities
Act, and the compensation paid to Wainwright will be deemed to be
underwriting commissions or discounts. We have agreed in the sales
agreement to
S-9
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provide
indemnification and contribution to Wainwright against certain
liabilities, including liabilities under the Securities
Act.
The offering of
our shares of common stock pursuant to the sales agreement will
terminate upon the earlier of the (i) sale of all of our
shares of common stock provided for in this prospectus supplement
or (ii) termination of the sales agreement as permitted
therein.
Wainwright and
its affiliates may in the future provide various investment banking
and other financial services for us and our affiliates, for which
services they may in the future receive customary fees. To the
extent required by Regulation M, Wainwright will not engage in
any market making activities involving our shares of common stock
while the offering is ongoing under this prospectus supplement.
This summary of the material provisions of the sales agreement does
not purport to be a complete statement of its terms and conditions.
A copy of the sales agreement is included as an exhibit to our most
recent Annual Report on Form 10-K filed with the SEC, and we have
filed a copy of Amendment No. 1 to the sales agreement with
the SEC on a Current Report on Form 8-K.
This prospectus
in electronic format may be made available on a website maintained
by Wainwright and Wainwright may distribute this prospectus
electronically.
LEGAL MATTERS
Goodwin
Procter, LLP, Boston, Massachusetts, will pass upon the
validity of the shares of common stock offered by this prospectus
supplement on our behalf. Ellenoff Grossman &
Schole LLP, New York, New York, will act as counsel to
Wainwright in connection with this offering.
EXPERTS
The
consolidated financial statements included in our Annual Report on
Form 10-K for the year ended March 31, 2020 have been
incorporated by reference herein and in the registration statement
in reliance upon the reports of Marcum LLP, independent
registered public accounting firm, incorporated by reference
herein, and upon the authority of said firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
We are subject
to the reporting requirements of the Exchange Act and file annual,
quarterly and current reports, proxy statements and other
information with the SEC. You can request copies of these documents
by writing to the SEC and paying a fee for the copying cost. The
SEC also maintains an Internet site that contains reports, proxy
statements and other information about issuers, like us, who file
electronically with the SEC. The address of the SEC's web site is
http://www.sec.gov. Our common stock is listed for trading on The
Nasdaq Capital Market under the symbol "CPST."
We have filed
with the SEC a registration statement on Form S-3 (File
No. 333-225503) under the Securities Act with respect to the
securities offered by this prospectus supplement and the
accompanying prospectus. This prospectus supplement and the
accompanying prospectus filed as part of the registration statement
do not contain all the information set forth in the registration
statement and its exhibits and schedules. For further information
about us, this offering and our common stock, you may refer to the
registration statement and to its exhibits and schedules as well as
the documents described herein or incorporated herein by reference.
You can review and copy these documents, without charge, at the
public reference facilities maintained by the SEC or on the SEC's
website as described above or you may obtain a copy from the SEC
upon payment of the fees prescribed by the SEC.
Copies of
certain information filed by us with the SEC are also available on
our website at http://www.capstoneturbine.com. The information
contained on or accessible through our website is not incorporated
by reference into this prospectus supplement or the accompanying
prospectus and you
S-10
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should not consider
information on or accessible through our website to be part of this
prospectus supplement or the accompanying prospectus.
INCORPORATION OF DOCUMENTS BY
REFERENCE
The SEC allows
us to "incorporate by reference" information that we file with it,
which means that we can disclose important information to you by
referring you to those documents instead of having to repeat the
information in this prospectus supplement and the accompanying
prospectus. The information incorporated by reference is an
important part of this prospectus supplement and accompanying
prospectus. To the extent that any statement that we make in this
prospectus supplement is inconsistent with the statements made in
the accompanying prospectus or the information incorporated by
reference, the statements made in the accompanying prospectus are
deemed modified or superseded by the statements made in this
prospectus supplement, while information that we file later with
the SEC will automatically update and supersede this information.
We incorporate by reference into this prospectus supplement the
documents listed below and any future filings we will make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this prospectus supplement but prior to the
termination of the offering of the securities covered by this
prospectus supplement and accompanying prospectus (other than
information deemed furnished pursuant to Items 2.02 and 7.01
of Form 8-K). The documents we are incorporating by reference
are:
(a) Our
Annual Report on Form 10-K for the fiscal year ended
March 31, 2020, filed with the SEC on June 29,
2020;
(b) Our
definitive Proxy Statement on Schedule 14A relating to our
annual meeting of stockholders, filed with the SEC on July 13,
2019 (solely with respect to those portions incorporated by
reference into our
Annual Report on Form 10-K for the fiscal year ended
March 31, 2019);
(c) Our
Current Reports on Form 8-K filed with the SEC on
February 24, 2020,
March 24, 2020,
April 29, 2020,
May 14, 2020,
May 15, 2020 and
June 17, 2020 (except that, with respect to each of the
foregoing Current Reports, any portions thereof which are furnished
and not filed shall not be deemed incorporated by reference into
this prospectus supplement); and
(d) Description
of our common stock and our Series B Junior Participating
Preferred Stock Purchase Rights contained in
Exhibit 4.19 to our Annual Report on Form 10-K for the
year ended March 31, 2020, filed with the SEC on June 29,
2020 (including any subsequent amendment or report filed for
the purpose of amending such description).
We will provide
without charge to each person, including any beneficial owner, to
whom this prospectus supplement is delivered, upon written or oral
request, a copy of any or all documents that are incorporated by
reference into this prospectus supplement, but not delivered with
the prospectus supplement, other than exhibits to such documents
unless such exhibits are specifically incorporated by reference
into the documents that this prospectus supplement incorporates.
You should direct written requests to:
Darren R. Jamison
President and Chief Executive Officer
Capstone Turbine Corporation
16640 Stagg Street
Van Nuys, California 91406
(818) 734-5300
S-11
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PROSPECTUS

$100,000,000
Common Stock, Preferred Stock, Debt Securities, Warrants or
Units
From time to
time, we may offer up to $100,000,000 of any combination of the
securities described in this prospectus, either individually or in
units. Each time we offer securities, we will provide the specific
terms of the securities offered in one or more supplements to this
prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these
offerings. The prospectus supplement and any related free writing
prospectus may also add, update or change information contained in
this prospectus. You should carefully read this prospectus, the
applicable prospectus supplement and any related free writing
prospectus, as well as any documents incorporated by reference,
before buying any of the securities being offered.
The securities
offered by this prospectus may be sold directly by us to investors,
through agents designated from time to time or to or through
underwriters or dealers. We will set forth the names of any
underwriters or agents and any applicable fees, commissions,
discounts and over-allotments in an accompanying prospectus
supplement. For additional information on the methods of sale, you
should refer to the section entitled "Plan of Distribution" in this
prospectus and in the applicable prospectus supplement. The price
to the public of such securities and the net proceeds we expect to
receive from such sale will also be set forth in a prospectus
supplement.
Our common
stock is traded on the Nasdaq Capital Market under the symbol
"CPST." On July 13, 2018, the closing sales price of our
common stock on the Nasdaq Capital Market was $1.58 per share. The
applicable prospectus supplement will contain information, where
applicable, as to any other listing, if any, on the Nasdaq Capital
Market or any securities market or other exchange of the securities
covered by the applicable prospectus supplement.
Investing
in our securities involves a high degree of risk. You should review
carefully the risks and uncertainties referenced under the heading
"Risk Factors" on page 5 of this prospectus as well as those
contained in the applicable prospectus supplement and any related
free writing prospectus, and in the other documents that are
incorporated by reference into this prospectus.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal
offense.
The
date of this prospectus is July 16, 2018.
Table of
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TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
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ii |
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
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iii |
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INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
|
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iii |
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FORWARD-LOOKING STATEMENTS
|
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v |
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SUMMARY
|
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1 |
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RISK FACTORS
|
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5 |
|
USE OF PROCEEDS
|
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5 |
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DILUTION
|
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5 |
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PLAN OF DISTRIBUTION
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6 |
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DESCRIPTION OF CAPITAL STOCK
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8 |
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DESCRIPTION OF OUR DEBT SECURITIES
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14 |
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DESCRIPTION OF WARRANTS
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21 |
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DESCRIPTION OF UNITS
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24 |
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FORMS OF SECURITIES
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26 |
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LEGAL MATTERS
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28 |
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EXPERTS
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28 |
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ABOUT THIS PROSPECTUS
This prospectus
is part of a registration statement on Form S-3 that we filed
with the Securities and Exchange Commission, or the SEC, utilizing
a "shelf" registration process. Under this shelf registration
process, we may offer shares of our common stock and preferred
stock, various series of warrants to purchase common stock or
preferred stock and debt securities, either individually or in
units, in one or more offerings, up to a total dollar amount of
$100,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we offer a
type or series of securities under this prospectus, we will provide
a prospectus supplement that will contain more specific information
about the specific terms of the offering. We may also authorize one
or more free writing prospectuses to be provided to you that may
contain material information relating to these offerings. Each such
prospectus supplement and any related free writing prospectus that
we may authorize to be provided to you may also add, update or
change information contained in this prospectus or in documents
incorporated by reference into this prospectus. We urge you to
carefully read this prospectus, any applicable prospectus
supplement and any related free writing prospectus, together with
the information incorporated herein by reference as described under
the headings "Where You Can Find Additional Information" and
"Incorporation of Certain Information by Reference," including the
risks referred to under the heading "Risk Factors" in this
prospectus, in the applicable prospectus supplement and any related
free writing prospectus, and in the other documents that are
incorporated by reference into this prospectus, before buying any
of the securities being offered.
You should rely
only on the information contained or incorporated by reference in
this prospectus, any applicable prospectus supplement and any
related free writing prospectus. We have not authorized anyone to
provide you with different information in addition to or different
from that contained in this prospectus, any applicable prospectus
supplement and any related free writing prospectus. No dealer,
salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus, any
applicable prospectus supplement or any related free writing
prospectus that we may authorize to be provided to you. You must
not rely on any unauthorized information or representation. This
prospectus is an offer to sell only the securities offered hereby,
but only under circumstances and in jurisdictions where it is
lawful to do so. You should assume that the information in this
prospectus, any applicable prospectus supplement or any related
free writing prospectus is accurate only as of the date on the
front of the document and that any information incorporated by
reference is accurate only as of the date of the document
incorporated by reference, regardless of the time of delivery of
this prospectus, any applicable prospectus supplement or any
related free writing prospectus, or any sale of a security. Our
business, financial condition, results of operating and prospects
may have changed materially since those dates.
This prospectus
contains summaries of certain provisions contained in some of the
documents described herein, but reference is made to the actual
documents for complete information. All of the summaries are
qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed
or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under the
heading "Where You Can Find Additional Information."
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WHERE YOU CAN FIND ADDITIONAL
INFORMATION
We post on our
public website (http://www.capstoneturbine.com) our Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, as soon as
reasonably practicable after we electronically file such material
with, or furnish it to, the SEC. Our website and the information
contained on that site, or connected to that site, are not
incorporated into and are not a part of this prospectus.
You can find,
copy and inspect information we file with the SEC at the SEC's
public reference room, which is located at 100 F Street, N.E.
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
more information about the operation of the SEC's public reference
room. You can also review our electronically filed reports and
other information that we file with the SEC on the SEC's website at
http://www.sec.gov.
This prospectus
is part of a registration statement that we filed with the SEC. The
registration statement contained more information than this
prospectus regarding us and the securities, including exhibits and
schedules. You can obtain a copy of the registration statement from
the SEC at any address listed above or from the SEC's website. You
should review the information and exhibits in the registration
statement for further information on us and our consolidated
subsidiary and the securities we are offering. Statements in this
prospectus concerning any document we filed as an exhibit to the
registration statement or that we otherwise filed with the SEC are
not intended to be comprehensive and are qualified by reference to
these filings. You should review the complete document to evaluate
these statements.
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
The SEC allows
us to "incorporate by reference" the information we file with it,
which means that we can disclose important information to you by
referring you to those documents instead of having to repeat the
information in this prospectus. The information incorporated by
reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and
supersede this information. We incorporate by reference the
documents listed below that we have filed with the SEC:
- •
- description of our
common stock contained in our registration statement on
Form 8-A, filed with the SEC on June 21, 2000
(including any further amendment or reports filed with the SEC for
the purpose of updating such description) and the description of
our Series B Junior Participating Preferred Stock Purchase
Rights contained in our Registration Statement on
Form 8-A, filed with the SEC on May 9, 2016,
including any s ubsequent amendment or report filed for the purpose
of amending such description;
- •
-
our Annual Report on Form 10-K for the fiscal year ended
March 31, 2018, filed with the SEC on June 7, 2018, which
contains our audited financial statements for the latest fiscal
year for which such statements have been
filed;
- •
- Our
definitive Proxy Statement on Schedule 14A relating to our
annual meeting of stockholders, filed with the SEC on July 13,
2018 (solely with respect to those portions incorporated by
reference into our
Annual Report on Form 10-K for the fiscal year ended
March 31, 2018); and
- •
- Our Current Reports
on Form 8-K filed with the SEC on
April 4, 2018,
April 23, 2018,
June 7, 2018 and
June 11, 2018 (except that, with respect to each of the
foregoing Current Reports, any portions thereof which are furnished
and not filed shall not be deemed incorporated by reference into
this prospectus supplement).
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We also
incorporate by reference into this prospectus all documents (other
than current reports furnished under Item 2.02 or
Item 7.01 of Form 8-K and exhibits filed on such form
that are related to such items) that are filed by us with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act (i) after the date of the initial filing of the
registration statement of which this prospectus is a part and prior
to effectiveness of the registration statement, or (ii) after
the date of this prospectus until we sell all of the shares covered
by this prospectus or the sale of shares by us pursuant to this
prospectus is terminated.
A statement
contained in a document incorporated by reference into this
prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement
contained in this prospectus, any prospectus supplement or in any
other subsequently filed document which is also incorporated in
this prospectus modifies or replaces such statement. Any statements
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
You should not assume that the information in this prospectus or in
the documents incorporated by reference is accurate as of any date
other than the date on the front of this prospectus or those
documents.
You may request
a copy of these documents, orally or in writing, which will be
provided to you at no cost by contacting:
Darren R. Jamison
President and Chief Executive Officer
Capstone Turbine Corporation
16640 Stagg Street
Van Nuys, California 91406
(818) 734-5300
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FORWARD-LOOKING STATEMENTS
This
prospectus, including the documents that we incorporate by
reference, contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, or
the Securities Act, and Section 21E of the Exchange Act, that
are based on our management's belief and assumptions and on
information currently available to our management. Although we
believe that the expectations reflected in these forward-looking
statements are reasonable, these statements relate to future events
or our future financial performance, and involve known and unknown
risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity,
performance or achievements expressed or implied by these
forward-looking statements.
In some cases,
you can identify forward-looking statements by terminology such as
"may," "will," "should," "expects," "intends," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential,"
"continue" or the negative of these terms or other comparable
terminology. These statements are only predictions. You should not
place undue reliance on forward-looking statements because they
involve known and unknown risks, uncertainties and other factors,
which are, in some cases, beyond our control and which could
materially affect our results. Factors that may cause actual
results to differ materially from current expectations include,
among other things, those listed under the heading "Risk Factors"
in this prospectus and in any applicable prospectus supplement or
free writing prospectus and any documents incorporated by reference
herein or therein. If one or more of these risks or uncertainties
occur, or if our underlying assumptions prove to be incorrect,
actual events or results may vary significantly from those implied
or projected by the forward-looking statements. No forward-looking
statement is a guarantee of future performance. You should read
this prospectus, any applicable prospectus supplement and any free
writing prospectus, including the documents that we incorporate by
reference herein and therein and have filed as exhibits to the
registration statement, of which this prospectus is part,
completely and with the understanding that our actual future
results may be materially different from any future results
expressed or implied by these forward-looking statements. In
particular, forward-looking statements in this prospectus, any
applicable prospectus supplement or free writing prospectus and the
documents that we incorporate by reference herein and therein
include statements about:
- •
- our results of
operations;
- •
- profits and
losses;
- •
- our ability to
raise additional capital;
- •
- R&D
activities;
- •
- sales
expectations;
- •
- our ability to
develop markets for our products;
- •
- sources for
parts;
- •
- federal, state and
local government regulations;
- •
- our relationship
with our distributors;
- •
- industry and
economic conditions applicable to us;
- •
- the efficiency,
reliability and environmental advantages of our products and their
need for maintenance;
- •
- our ability to be
cost-competitive and to outperform
competition;
- •
- customer
satisfaction;
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- •
- the value of using
our products;
- •
- our ability to
achieve economies of scale;
- •
- market
advantage;
- •
- return on
investments;
- •
- issues with
suppliers;
- •
- anticipation of
product supply requirements;
- •
- listing
requirements;
- •
- our microturbine
technology;
- •
- the utilization of
our products;
- •
- competition;
- •
- the introduction
of new technologies;
- •
- our production
capacity;
- •
- international
markets;
- •
- protection of
intellectual property;
- •
- cybersecurity
threats;
- •
- the adequacy of
our facilities;
- •
- dividends;
- •
- business
strategy;
- •
- product
development;
- •
- capital
resources;
- •
- capital
expenditures;
- •
- liquidity;
- •
- amortization
expense of intangibles;
- •
- cost of
warranties;
- •
- stock-based
compensation;
- •
- our NOL rights
plan;
- •
- purchase and lease
commitments;
- •
- current
liabilities;
- •
- recently issued
accounting standards;
- •
- market
risk;
- •
- international
sanctions risk;
- •
- the strength of
the U.S. dollar;
- •
- the effect of cost
reductions on future business initiatives;
- •
- interest rate
sensitivity;
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- •
- the Tax Cuts and
Jobs Act; and
- •
- growth of the
shale gas market.
Forward-looking
statements contained in this prospectus, any applicable prospectus
supplement or free writing prospectus or in the documents that we
reference herein and therein represents our views only as of the
respective dates on which such statements were made. We anticipate
that subsequent events and developments may cause our views to
change. However, while we may elect to update these forward-looking
statements at some point in the future, we have no current
intention of doing so except to the extent required by applicable
law. Therefore, these forward-looking statements do not represent
our views as of any date other than the date on which they were
made.
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SUMMARY
This summary
highlights selected information from this prospectus or
incorporated by reference in this prospectus, and does not contain
all of the information that you need to consider in making your
investment decision. You should carefully read the entire
prospectus, the applicable prospectus supplement and any related
free writing prospectus, including the risks of investing in our
securities referred to under the heading "Risk Factors" in this
prospectus and contained in the applicable prospectus supplement
and any related free writing prospectus, and in the other documents
that are incorporated by reference into this prospectus. You should
also carefully read the information incorporated by reference into
this prospectus, including our financial statements, and the
exhibits to the registration statement of which this prospectus is
a part.
Unless
otherwise mentioned or unless the context requires otherwise,
throughout this prospectus, any applicable prospectus supplement
and any related free writing prospectus, the words "Capstone
Turbine Corporation," "Capstone," "the Company," "we," "us," and
"our company" or similar references refer to Capstone Turbine
Corporation; and the term "securities" refers collectively to our
common stock, preferred stock, warrants to purchase common stock or
preferred stock, debt securities, or any combination of the
foregoing securities.
This
prospectus, and the information incorporated herein by reference,
includes trademarks, service marks and trade names owned by us or
other companies. All trademarks, service marks and trade names
included or incorporated by reference into this prospectus, any
applicable prospectus supplement or any related free writing
prospectus are the property of their respective owners.
Our Company
We develop,
manufacture, market and service microturbine technology solutions
for use in stationary distributed power generation and distribution
networks applications, including cogeneration (combined heat and
power, integrated combined heat and power, and combined cooling,
heat and power, renewable energy, natural resources and critical
power supply. In addition, our microturbines have been used as
battery charging generators for hybrid electric vehicles and to
provide power to a vessel's electrical loads in marine
applications. Microturbines allow customers to produce power
on-site in parallel with the electric grid or stand-alone when no
utility grid is available. Several technologies are used to provide
"on-site power generation" (also called "distributed generation")
such as reciprocating engines, solar power, wind turbine systems
and fuel cells. Our microturbines can be interconnected to other
distributed energy resources to form "microgrids" (also called
"distribution networks") located within a specific geographic area
and provide power to a group of buildings. For customers who do not
have access to the electric utility grid, microturbines provide
clean, on site power with fewer scheduled maintenance intervals and
greater fuel flexibility than competing technologies. For customers
with access to the electric grid, microturbines provide an
additional source of continuous duty power, thereby providing
additional reliability and potential cost savings. With our stand
alone feature, customers can produce their own energy in the event
of a power outage and can use microturbines as their primary source
of power for extended periods. Because our microturbines also
produce clean, usable heat energy, they provide economic advantages
to customers who can benefit from the use of hot water, chilled
water, air conditioning and heating. Our microturbines are sold,
installed and serviced primarily through our global distribution
network. Together with our distributors, we offer new and
remanufactured parts as well as a comprehensive Factory Protection
Plan ("FPP").
We offer
microturbines designed for commercial, industrial and utility users
with product offerings ranging from 30 kilowatts to one megawatt in
electric power output. Our microturbines combine patented air
bearing technology, advanced combustion technology and
sophisticated power electronics to form efficient and ultra-low
emission electricity and cooling and heat production systems.
Because of our air bearing technology, our microturbines do not
require lube oil or coolant. This means they do
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not require routine
maintenance to change and dispose of oil or other liquid
lubricants, as do the most common reciprocating engines. Our
microturbines can be fueled by various sources, including natural
gas, propane, sour gas, renewable fuels such as landfill or
digester gas, kerosene, butane, diesel and biodiesel. Our
microturbines are available with integrated heat exchangers, making
them easy to engineer and install in applications where hot water,
chilled water, air conditioning and heating is used.
We sell
complete microturbine units, components and accessories. We also
remanufacture microturbine engines and provide aftermarket parts
and services. Our microturbines are sold primarily through
distributors and Original Equipment Manufacturers ("OEMs").
Distributors purchase our products for sale to end users and also
provide service, application engineering and installation support.
Distributors also provide a variety of additional services,
including engineering the applications in which the microturbines
will be used, installation support of the products at the end
users' sites, commissioning the installed applications and
providing post commissioning service, including a comprehensive
FPP. Our distributors perform as independent value added resellers.
OEMs integrate our products into their own product
solutions.
The address of
our principal executive offices is 16640 Stagg Street in Van Nuys,
California 91406 and our telephone number is (818) 734-5300.
Our website address is http://www.capstoneturbine.com. We do not
incorporate the information on or accessible through our website
into this prospectus, and you should not consider any information
on, or that can be accessed through, our website as part of this
prospectus.
The Securities We May Offer
We may offer
shares of our common stock and preferred stock, various series of
warrants to purchase common stock or preferred stock and debt
securities, in one or more series, as either senior or subordinated
debt or as senior or subordinated convertible debt, either
individually or in units, with a total value of up to $100,000,000
from time to time under this prospectus at prices and on terms to
be determined at the time of any offering. This prospectus provides
you with a general description of the securities we may offer. Each
time we offer a type or series of securities under this prospectus,
we will provide a prospectus supplement that will describe the
specific amounts, prices and other important terms of the
securities.
The prospectus
supplement and any related free writing prospectus that we may
authorize to be provided to you may also add, update or change
information contained in this prospectus or in documents we have
incorporated by reference. However, no prospectus supplement or
free writing prospectus will offer a security that is not
registered and described in this prospectus at the time of the
effectiveness of the registration statement of which this
prospectus is a part.
We may sell the
securities directly to investors or to or through agents,
underwriters or dealers. We, and our agents or underwriters,
reserve the right to accept or reject all or part of any proposed
purchase of securities. If we do offer securities to or through
agents or underwriters, we will include in the applicable
prospectus supplement:
- •
- the names of those
agents or underwriters;
- •
- applicable fees,
discounts and commissions to be paid to them;
- •
- details regarding
over-allotment options, if any; and
- •
- the net proceeds to
us.
Common
Stock. We may
issue shares of our common stock from time to time. Holders of our
common stock are entitled to one vote per share on all matters to
be voted upon by the stockholders. Holders of our common stock do
not have cumulative voting rights in the election of directors.
Subject to the preferences that may be applicable to any then
outstanding preferred stock, holders of common
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stock are entitled to
receive ratably such dividends, if any, as may be declared by our
Board of Directors (the "Board") out of funds legally available
therefor. Upon the liquidation, dissolution, or winding up of our
company, holders of common stock are entitled to share ratably in
all of our assets which are legally available for distribution
after payment of all debts and other liabilities and liquidation
preference of any outstanding preferred stock.
Preferred
Stock. We may
issue shares of our preferred stock from time to time, in one or
more series. Our Board of Directors will determine the rights,
preferences and privileges of the shares of each wholly unissued
series, and any qualifications, limitations or restrictions
thereon, including dividend rights, conversion rights, preemptive
rights, terms of redemption or repurchase, liquidation preferences,
sinking fund terms and the number of shares constituting any series
or the designation of any series.
If we sell any
series of preferred stock under this prospectus, we will fix the
rights, preferences and privileges of the preferred stock of such
series, as well as any qualifications, limitations or restrictions
thereon, in the certificate of designation relating to that series.
We will file as an exhibit to the registration statement of which
this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of any certificate of
designation that describes the terms of the series of preferred
stock we are offering before the issuance of that series of
preferred stock. We urge you to read the applicable prospectus
supplement and any free writing prospectus that we may authorize to
be provided to you related to the series of preferred stock being
offered, as well as the complete certificate of designation that
contains the terms of the applicable series of preferred
stock.
Debt
Securities. We may
issue debt securities from time to time, in one or more series, as
either senior or subordinated debt or as senior or subordinated
convertible debt. In this prospectus, we have summarized certain
general features of the debt securities. We urge you, however, to
read the applicable prospectus supplement and any free writing
prospectus that we may authorize to be provided to you related to
the particular series of debt securities being offered, as well as
the complete indenture that contains the terms of the debt
securities. We will file as exhibits to the registration statement
of which this prospectus is a part, the form of indenture and any
supplemental agreements that describe the terms of the series of
debt securities we are offering before the issuance of the related
series of debt securities.
We may evidence
each series of debt securities by indentures we will issue. Debt
securities may be issued under an indenture that we enter into with
a trustee. We will indicate the name and address of the trustee, if
applicable, in the prospectus supplement relating to the particular
series of debt securities being offered.
Warrants. We
may issue warrants from time to time, in one or more series, for
the purchase of common stock and/or preferred stock. We may issue
warrants independently or together with common stock and/or
preferred stock and/or debt securities, and the warrants may be
attached to or separate from these securities. In this prospectus,
we have summarized certain general features of the warrants. We
urge you, however, to read the applicable prospectus supplement and
any free writing prospectus that we may authorize to be provided to
you related to the particular series of warrants being offered, as
well as the complete warrant agreements and warrant certificates
that contain the terms of the warrants. Forms of the warrant
agreements and forms of warrant certificates containing the terms
of the warrants being offered will be filed as exhibits to the
registration statement of which this prospectus is a part or will
be incorporated by reference from reports that we file with the
SEC.
We will
evidence each series of warrants by warrant certificates that we
will issue. Warrants may be issued under an applicable warrant
agreement that we enter into with a warrant agent. We will indicate
the name and address of the warrant agent, if applicable, in the
prospectus supplement relating to the particular series of warrants
being offered.
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Units. We
may issue units from time to time, in one or more series,
consisting of common stock, preferred stock, debt securities and/or
warrants for the purchase of common stock and/or preferred stock in
any combination. In this prospectus, we have summarized certain
general features of the units. We urge you, however, to read the
applicable prospectus supplement (and any free writing prospectus
that we may authorize to be provided to you) related to the series
of units being offered, as well as the complete unit agreement that
contains the terms of the units. We will file as exhibits to the
registration statement of which this prospectus is a part, or will
incorporate by reference from reports that we file with the SEC,
the form of unit agreement and any supplemental agreements that
describe the terms of the series of units we are offering before
the issuance of the related series of units.
We will
evidence each series of units by unit certificates that we will
issue. Units may be issued under a unit agreement that we enter
into with a unit agent. We will indicate the name and address of
the unit agent, if applicable, in the prospectus supplement
relating to the particular series of units being
offered.
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RISK FACTORS
An investment
in our securities involves a high degree of risk. In addition to
the other information included in, or incorporated by reference
into, this prospectus, the applicable prospectus supplement and any
related free writing prospectus, you should carefully consider the
following risk factor and the risks and uncertainties set forth
under the heading "risk factors" in our
Annual Report on Form 10-K for the year ended March 31,
2018 filed with the SEC on June 7, 2018 which is
incorporated by reference in this prospectus, as the same may be
updated from time to time by our future filings under the
Securities Exchange Act of 1934, as amended, or the Exchange Act
(including by the filing of Current Reports on Form 8-K), when
determining whether or not to purchase the securities offered under
this prospectus and the prospectus supplement. If any of these
risks were to occur, our business, financial condition or results
of operations would likely suffer. In that event, the value of our
securities could decline, and you could lose all or part of your
investment. The risks and uncertainties we describe are not the
only ones we face. Additional risks not presently known to us or
that we currently deem immaterial may also impair our business
operations and trading price of our common stock.
We have effected reductions in our operating costs and, as a
result, our ability to cut costs further and sustain our business
initiatives may be limited.
Beginning in
April 2015, we have implemented various initiatives to reduce
operating costs across all functions of the Company and focus our
business efforts on our most promising near-term product
opportunities. As a result of these cost-cutting initiatives, we
may have a more limited ability to further reduce costs to increase
our liquidity should such measures become necessary. Any further
reductions may have a materially negative impact on our
business.
USE OF PROCEEDS
Except as
described in any prospectus supplement or in any related free
writing prospectus that we may authorize to be provided to you, the
net proceeds received by us from our sale of the securities
described in this prospectus will be used for general corporate
purposes, which may include, but are not limited to, working
capital, capital expenditures, acquisitions and repurchases or
redemptions of securities. When particular securities are offered,
a prospectus supplement related to that offering will set forth our
intended use of the net proceeds received from the sale of those
securities. We will have significant discretion in the use of any
net proceeds. The net proceeds may be invested temporarily in
short-term marketable securities, applied to repay indebtedness
outstanding at that time, or used for other general corporate
purposes until they are used for their stated purpose.
DILUTION
If there is a
material dilution of the purchasers' equity interest from the sale
of common equity securities offered under this prospectus, we will
set forth in any prospectus supplement the following information
regarding any such material dilution of the equity interests of
purchasers' securities in an offering under this
prospectus:
- •
- the net tangible book
value per share of our equity securities before and after the
offering;
- •
- the amount of the
increase in such net tangible book value per share attributable to
the cash payments made by the purchasers in the offering;
and
- •
- the amount of the
immediate dilution from the public offering price which will be
absorbed by such purchasers.
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PLAN OF DISTRIBUTION
We may sell the
securities from time to time pursuant to underwritten public
offerings, negotiated transactions, block trades or a combination
of these methods. We may sell the securities to or through
underwriters or dealers, through agents, or directly to one or more
purchasers. We may distribute securities from time to time in one
or more transactions:
- •
- at a fixed price or
prices, which may be changed;
- •
- at market prices
prevailing at the time of sale;
- •
- at prices related to
such prevailing market prices; or
- •
- at negotiated
prices.
Each time we
offer and sell securities, we will provide a prospectus supplement
that will set forth the terms of the offering of the securities,
including:
- •
- the name or names of
the underwriters, if any;
- •
- the purchase price of
the securities and the proceeds we will receive from the
sale;
- •
- any over-allotment
options under which underwriters may purchase additional
securities;
- •
- any agency fees or
underwriting discounts and other items constituting agents' or
underwriters' compensation;
- •
- any public offering
price;
- •
- any discounts or
concessions allowed or re-allowed or paid to dealers; and
- •
- any securities
exchange or market on which the securities may be
listed.
If underwriters
are used in the sale, they will acquire the securities for their
own account and may resell the securities from time to time in one
or more transactions at a fixed public offering price or at varying
prices determined at the time of sale. The obligations of the
underwriters to purchase the securities will be subject to the
conditions set forth in the applicable underwriting agreement. We
may offer the securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters
without a syndicate. Subject to certain conditions, the
underwriters will be obligated to purchase all of the securities
offered by the prospectus supplement, other than securities covered
by any over-allotment option. Any public offering price and any
discounts or concessions allowed or re-allowed or paid to dealers
may change from time to time. We may use underwriters with whom we
or they have a material relationship. The prospectus supplement,
naming the underwriter, will describe the nature of any such
relationship.
We may sell
securities directly or through agents we or they designate from
time to time. The prospectus supplement will name any agent
involved in the offering and sale of securities and any commissions
we will pay to them. Unless the prospectus supplement states
otherwise, any agent will be acting on a best-efforts basis for the
period of its appointment.
We may
authorize agents or underwriters to solicit offers by certain
purchasers to purchase securities from us or them at the public
offering price set forth in the prospectus supplement pursuant to
delayed delivery contracts providing for payment and delivery on a
specified date in the future. The prospectus supplement will set
forth the conditions to these contracts and any commissions we must
pay for solicitation of these contracts.
We may engage
in at the market offerings into an existing trading market in
accordance with Rule 415(a)(4) under the Securities
Act.
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We may provide
agents and underwriters with indemnification against civil
liabilities, including liabilities under the Securities Act, or
contribution with respect to payments that the agents or
underwriters may make with respect to these liabilities. Agents and
underwriters may engage in transactions with, or perform services
for, us in the ordinary course of business.
All securities
we may offer, other than common stock, will be new issues of
securities with no established trading market. Any underwriters may
make a market in these securities, but will not be obligated to do
so and may discontinue any market making at any time without
notice. We cannot guarantee the liquidity of the trading markets
for any securities.
Any underwriter
may engage in over-allotment, stabilizing transactions,
short-covering transactions and penalty bids in accordance with
Regulation M under the Exchange Act. Over-allotment involves
sales in excess of the offering size, which create a short
position. Stabilizing transactions permit bids to purchase the
underlying security so long as the stabilizing bids do not exceed a
specified maximum price. Syndicate-covering or other short-covering
transactions involve purchases of the securities, either through
exercise of the over-allotment option or in the open market after
the distribution is completed, to cover short positions. Penalty
bids permit the underwriters to reclaim a selling concession from a
dealer when the securities originally sold by the dealer are
purchased in a stabilizing or covering transaction to cover short
positions. Those activities may cause the price of the securities
to be higher than it would otherwise be. If commenced, the
underwriters may discontinue any of the activities at any
time.
Any
underwriters that are qualified market makers on the Nasdaq Capital
Market, may engage in passive market making transactions in the
common stock on the Nasdaq Capital Market in accordance with
Regulation M under the Exchange Act, during the business day
prior to the pricing of the offering, before the commencement of
offers or sales of the common stock. Passive market makers must
comply with applicable volume and price limitations and must be
identified as passive market makers. In general, a passive market
maker must display its bid at a price not in excess of the highest
independent bid for such security; if all independent bids are
lowered below the passive market maker's bid, however, the passive
market maker's bid must then be lowered when certain purchase
limits are exceeded. Passive market making may stabilize the market
price of the securities at a level above that which might otherwise
prevail in the open market and, if commenced, may be discontinued
at any time.
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DESCRIPTION OF CAPITAL STOCK
General
Our authorized
capital stock consists of 515,000,000 shares of common stock,
$0.001 par value per share, and 10,000,000 shares of preferred
stock, $0.001 par value per share. As of July 13, 2018, there
were 64,193,808 shares of our common stock outstanding, no shares
of our preferred stock outstanding, and 2,718,750 Series A
warrants outstanding.
The following
summary description of our capital stock is based on the provisions
of our second amended and restated certificate of incorporation, as
amended, fourth amended and restated bylaws, and the applicable
provisions of the Delaware General Corporation Law. This summary
does not purport to be complete and is qualified entirely by
reference to the applicable provisions of our second amended and
restated certificate of incorporation, fourth amended and restated
bylaws, and the Delaware General Corporation Law ("DGCL"). For
information on how to obtain copies of our amended and restated
certificate of incorporation and fourth amended and restated
bylaws, which are exhibits to the registration statement of which
this prospectus is a part, see "Where You Can Find Additional
Information" and "Incorporation of Certain Information by
Reference."
Common Stock
The holders of
our Common Stock are entitled to receive ratably, from funds
legally available for the payment thereof, dividends when and as
declared by resolution of our Board, subject to any preferential
dividend rights granted to the holders of any outstanding series of
Preferred Stock. We currently intend to retain any earnings for use
in our business and, therefore, we do not anticipate paying any
cash dividends in the foreseeable future. We have never declared or
paid any cash dividends on our capital stock. In the future, the
decision to pay any cash dividends will depend upon our results of
operations, financial condition and capital expenditure plans, as
well as such other factors as our Board, in its sole discretion,
may consider relevant. In the event of our liquidation or
dissolution, holders of our Common Stock are entitled to share
equally in all assets remaining after payment of liabilities and
the liquidation preference of any outstanding series of Preferred
Stock. The holders of our Common Stock are entitled to one vote for
each share held of record on all matters submitted to a vote of the
stockholders. Cumulative voting for directors is not permitted,
which means the holder or holders of more than one-half of the
shares voting for the election of directors can elect all of the
directors then being elected. Our Board is not divided into
classes. Our second amended and restated certificate of
incorporation and fourth amended and restated bylaws contain no
provisions that would require greater than a majority of
stockholders to approve mergers, consolidations, sales of a
substantial amount of assets, or other similar transactions.
Holders of our Common Stock do not have preemptive rights to
purchase shares of our Common Stock. The issued and outstanding
shares of our Common Stock are not subject to any redemption
provisions and are not convertible into any other shares of our
capital stock. All outstanding shares of our Common Stock are, and
any shares of Common Stock issued will be, upon payment therefor,
fully paid and nonassessable, which means that holders of our
Common Stock will have paid their purchase price in full and we may
not require them to pay additional funds. The rights, preferences
and privileges of holders of our Common Stock are subject to those
of the holders of any Preferred Stock that we may issue in the
future.
Anti-Takeover Considerations and Special Provisions of Delaware
Law, our Second Amended and Restated Certificate of Incorporation
and our Amended and Second Restated Bylaws
Rights Agreement
On May 6,
2016, the Company entered into a rights agreement (the "NOL Rights
Agreement") with Broadridge Corporate Issuer Solutions, Inc.,
successor-in-interest to Computershare Inc., as rights agent. In
connection with the NOL Rights Agreement, the Company's Board
authorized and declared a
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dividend distribution
of one preferred stock purchase right (a "New Right") for each
share of the Company's common stock authorized and outstanding.
Each New Right entitles the registered holder to purchase from the
Company a unit consisting of one one-thousandth of a share of
Series B Junior Participating Preferred Stock, par value
$0.001 per share, at a purchase price of $8.76 per unit, subject to
adjustment. The description and terms of the New Rights are set
forth in the NOL Rights Agreement.
The purpose of
the NOL Rights Agreement is to diminish the risk that the Company's
ability to use its net operating losses and certain other tax
assets (collectively, "Tax Benefits") to reduce potential future
federal income tax obligations would become subject to limitations
by reason of the Company's experiencing an "ownership change," as
defined in Section 382 of the Internal Revenue Code of 1986. A
company generally experiences such an ownership change if the
percentage of its stock owned by its "5-percent shareholders," as
defined in Section 382 of the Internal Revenue Code of 1986,
increases by more than 50 percentage points over a rolling
three-year period. The NOL Rights Agreement is designed to reduce
the likelihood that the Company will experience an ownership change
under Section 382 of the Internal Revenue Code of 1986 by
(i) discouraging any person or group from becoming a 4.99%
shareholder and (ii) discouraging any existing 4.99%
shareholder from acquiring additional shares of the Company's
stock.
The New Rights
will not be exercisable until the earlier to occur of (i) the
close of business on the tenth business day after a public
announcement or filing that a person has, or group of affiliated or
associated persons or persons acting in concert have, become an
"Acquiring Person," which is defined as a person or group of
affiliated or associated persons or persons acting in concert who,
at any time after the date of the NOL Rights Agreement, have
acquired, or obtained the right to acquire, beneficial ownership of
4.99% or more of the Company's outstanding shares of common stock,
subject to certain exceptions or (ii) the close of business on
the tenth business day after the commencement of, or announcement
of an intention to commence, a tender offer or exchange offer the
consummation of which would result in any person becoming an
Acquiring Person (the earlier of such dates being called the
"Distribution Date"). Certain synthetic interests in securities
created by derivative positions, whether or not such interests are
considered to be ownership of the underlying common stock or are
reportable for purposes of Regulation 13D of the Exchange Act,
are treated as beneficial ownership of the number of shares of
common stock equivalent to the economic exposure created by the
derivative position, to the extent actual shares of the common
stock are directly or indirectly held by counterparties to the
derivatives contracts.
The New Rights,
which are not exercisable until the Distribution Date, will expire
prior to the earliest of (i) May 6, 2019 or such later
day as may be established by the Board prior to the expiration of
the New Rights, provided that the extension is submitted to the
Company's stockholders for ratification at the next annual meeting
of stockholders of the Company succeeding such extension;
(ii) the time at which the New Rights are redeemed pursuant to
the NOL Rights Agreement; (iii) the time at which the New
Rights are exchanged pursuant to the NOL Rights Agreement;
(iv) the time at which the New Rights are terminated upon the
occurrence of certain transactions; (v) the close of business
on the first day after the 2017 Annual Meeting of stockholders, if
approval by the stockholders of the Company of the NOL Rights
Agreement has not been obtained on or prior to the close of
business on the first day after the 2017 Annual Meeting of
stockholders; (vi) the close of business on the effective date
of the repeal of Section 382 of the Internal Revenue Code of
1986, if the Board determines that the NOL Rights Agreement is no
longer necessary or desirable for the preservation of Tax Benefits;
and (vii) the close of business on the first day of a taxable
year of the Company to which the Board determines that no Tax
Benefits are available to be carried forward.
Each share of
Series B Junior Participating Preferred Stock will be
entitled, when, as and if declared, to a preferential per share
quarterly dividend payment equal to the greater of (i) $1.00
per share or (ii) an amount equal to 1,000 times the dividend
declared per share of common stock. Each
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share of Series B
Junior Participating Preferred Stock will entitle the holder
thereof to 1,000 votes on all matters submitted to a vote of the
stockholders of the Company. In the event of any merger,
consolidation or other transaction in which shares of common stock
are converted or exchanged, each share of Series B Junior
Participating Preferred Stock will be entitled to receive 1,000
times the amount received per one share of common stock.
Delaware Anti-Takeover Law
We are subject
to the provisions of Section 203 of the DGCL, which regulates
corporate takeovers. This section prevents Delaware corporations,
under certain circumstances, from engaging in a "business
combination" with:
- •
- a stockholder who
owns 15% or more of our outstanding voting stock (otherwise known
as an interested stockholder);
- •
- an affiliate of an
interested stockholder; or
- •
- an associate of an
interested stockholder,
for three years
following the date that the stockholder became an interested
stockholder.
Section 203
of the DGCL defines "business combination" to include:
- •
- any merger or
consolidation involving the corporation and the interested
stockholder;
- •
- any sale, transfer,
pledge or other disposition of 10% or more of the assets of the
corporation involving the interested stockholder;
- •
- subject to certain
exceptions, any transaction that results in the issuance or
transfer by the corporation of any stock of the corporation to the
interested stockholder;
- •
- any transaction
involving the corporation that has the effect of increasing the
proportionate share of the stock of any class or series of the
corporation beneficially owned by the interested stockholder;
or
- •
- the receipt by the
interested stockholder of the benefit of any loans, advances,
guarantees, pledges or other financial benefits provided by or
through the corporation.
However, the
above provisions of Section 203 do not apply if:
- •
- our Board approves
the transaction that made the stockholder an interested
stockholder, prior to the date of that transaction;
- •
- upon consummation of
the transaction that resulted in the stockholder becoming an
interested stockholder, that stockholder owned at least 85% of our
voting stock outstanding at the time the transaction commenced,
excluding for purposes of determining the voting stock outstanding
shares owned by persons who are directors and also officers;
or
- •
- on or subsequent to
the date of the transaction, the business combination is approved
by our Board and authorized at a meeting of our stockholders by an
affirmative vote of at least two-thirds of the outstanding voting
stock not owned by the interested stockholder.
This statute
could prohibit or delay mergers or other change in control
attempts, and thus may discourage attempts to acquire
us.
Second Amended and Restated Certificate of Incorporation and Fourth
Amended and Restated Bylaws
A number of
provisions of our second amended and restated certificate of
incorporation and our fourth amended and restated bylaws concern
matters of corporate governance and the rights of our
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stockholders.
Provisions that grant our Board ability to issue shares of
Preferred Stock and to set the voting rights, preferences and other
terms thereof may discourage takeover attempts that are not first
approved by our Board, including takeovers that may be considered
by some stockholders to be in their best interests, such as those
attempts that might result in a premium over the market price for
the shares held by stockholders. Certain provisions could delay or
impede the removal of incumbent directors even if such removal
would be beneficial to our stockholders. These provisions also
could discourage or make more difficult a merger, tender offer or
proxy contest, even if they could be favorable to the interests of
stockholders, and could potentially depress the market price of our
Common Stock. Our Board believes that these provisions are
appropriate to protect our interests and the interests of our
stockholders.
Meetings of
and Actions by Stockholders. Our fourth amended and restated bylaws
provide that annual meetings of our stockholders may take place at
the time and place designated by our Board. A special meeting of
our stockholders may be called at any time by the chairman of the
Board, or by a majority of the directors or by a committee of the
Board that has been granted the power to call such meetings.
Stockholders may take action only at a regular or special meeting
of stockholders and not by written consent without a
meeting.
Cumulative
Voting. Our fourth
amended and restated bylaws expressly deny stockholders the right
to cumulative voting in the election of directors.
Advance
Notice Requirements for Stockholder Proposals and Director
Nominations. Our
fourth amended and restated bylaws provide that stockholders
seeking to bring business before an annual meeting of stockholders
or to nominate candidates for election as directors at an annual
meeting of stockholders must provide timely notice in writing. To
be timely, a stockholder's notice must be delivered to our
principal executive offices not less than 120 days prior to
the first anniversary of the date Capstone's proxy statement was
released to security holders in connection with the preceding
year's annual meeting. If no annual meeting was held in the
previous year or the date of the annual meeting has been changed by
more than 30 days from the date contemplated at the time of
the previous year's proxy statement, notice by the stockholder in
order to be timely must be received by Capstone no later than the
close of business on the tenth day following the day on which
notice of the date of the meeting was mailed or public announcement
of the date the meeting was made, whichever comes first. Our fourth
amended and restated bylaws also specify requirements as to the
form and content of a stockholder's notice. These provisions may
preclude stockholders from bringing matters before an annual
meeting of stockholders or from making nominations for directors at
an annual meeting of stockholders.
Filling of
Board Vacancies. Our second amended and restated
certificate of incorporation and our fourth amended and restated
bylaws provide that vacancies in the Board may be filled until the
next annual meeting of stockholders by a majority of the directors
remaining in office, even though that number may be less than a
quorum of the Board, or by a sole remaining director.
Amendment of
the Certificate of Incorporation. Our second amended and restated
certificate of incorporation may be amended, altered, changed or
repealed in the manner prescribed by the DGCL. However, no
amendment, alteration, change or repeal may be made with respect to
Article V (amendment of the bylaws by the stockholders),
Article VI (number of directors), Article VII (term of
office of directors after an increase or decrease in the number of
directors), Article IX (action by stockholders),
Article X (calling of special meetings of the stockholders) or
Article XI (amending the second amended and restated
certificate of incorporation) without the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of
the outstanding voting stock of the corporation, voting together as
a single class.
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Amendment of
the Bylaws. Our
fourth amended and restated bylaws may be rescinded, altered,
amended or repealed, and new bylaws may be made (i) by the
Board, by vote of a majority of the number of directors then in
office as directors, acting at any meeting of the Board, or
(ii) by the stockholders, by the affirmative vote of the
holders of sixty-six and two-thirds percent (66-2/3%) of the
outstanding voting stock of the corporation, voting together as a
single class, at any annual or special meeting of stockholders,
provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of the annual or special
meeting. The bylaws can only be amended if such amendment would not
conflict with the certificate of incorporation. Any bylaw made or
altered by the requisite number of stockholders may be altered or
repealed by the Board or by the requisite number of
stockholders.
Limitations on Liability and Indemnification of Officers and
Directors
We have adopted
provisions in our second amended and restated certificate of
incorporation and fourth amended and restated bylaws which require
us, to the fullest extent permitted by the DGCL, to indemnify all
directors and officers of Capstone against any liability and to
advance indemnification expenses on behalf of all directors and
officers of Capstone. In addition, our fourth amended and restated
bylaws provide that we may, at the discretion of the Board,
indemnify any person who is a party to any threatened, pending or
completed action, suit or proceeding or threatened to be made such
a party by reason of the fact that such person is or was an
employee or agent of Capstone or is or was serving at Capstone's
request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
To the full extent permitted by law, the indemnification provided
under the fourth amended and restated bylaws shall include expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement, and, in the manner provided by law, any such expenses
may be paid by Capstone in advance of the final disposition of such
action, suit or proceeding. The indemnification provided under the
fourth amended and restated bylaws shall not be deemed to limit our
right to indemnify any other person for any such expenses to the
full extent permitted by law, nor shall it be deemed exclusive of
any other rights to which any person seeking indemnification from
Capstone may be entitled under any agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.
The second
amended and restated certificate of incorporation further requires
us to limit, to the fullest extent permitted by the DGCL, the
liability for monetary damages of directors of Capstone for actions
or inactions taken by them as directors. Our second amended and
restated certificate of incorporation and fourth amended and
restated bylaws also empower us, to the fullest extent permitted by
the DGCL, to purchase and maintain insurance on behalf of any such
person against any liability which may be asserted.
The limitation
of liability and indemnification provisions in our second amended
and restated certificate of incorporation and fourth amended and
restated bylaws may discourage stockholders from bringing a lawsuit
against directors for breaches of their fiduciary duty. They may
also have the effect of reducing the likelihood of derivative
litigation against directors and officers, even though an action of
this kind, if successful, might otherwise benefit us and our
stockholders. Furthermore, a stockholder's investment may be
adversely affected to the extent we pay the costs of settlement and
damage awards against directors and officers pursuant to these
indemnification provisions. However, we believe that these
indemnification provisions are necessary to attract and retain
qualified directors and officers.
Preferred Stock
We may issue
shares of our preferred stock from time to time, in one or more
series. Of the 10,000,000 shares of preferred stock authorized,
60,000 shares have been designated as Series B Junior
Participating Preferred Stock. The remainder are undesignated as to
preferences, privileges and
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restrictions. Our
Board will determine the rights, preferences and privileges of the
shares of each wholly unissued series, and any qualifications,
limitations or restrictions thereon, including dividend rights,
conversion rights, preemptive rights, terms of redemption or
repurchase, liquidation preferences, sinking fund terms and the
number of shares constituting any series or the designation of any
series.
On May 6,
2016, we filed a Certificate of Designations with the State of
Delaware which designates 60,000 shares of our preferred stock as
Series B Junior Participating Preferred Stock. Each share of
Series B Junior Participating Preferred Stock will be
entitled, when, as and if declared, to a preferential per share
quarterly dividend payment equal to the greater of (i) $1.00
per share or (ii) an amount equal to 1,000 times the dividend
declared per share of common stock. Each share of Series B
Junior Participating Preferred Stock will entitle the holder
thereof to 1,000 votes on all matters submitted to a vote of the
stockholders of the Company. In the event of any merger,
consolidation or other transaction in which shares of common stock
are converted or exchanged, each share of Series B Junior
Participating Preferred Stock will be entitled to receive 1,000
times the amount received per one share of common stock.
If we sell any
series of preferred stock under this prospectus, we will fix the
rights, preferences and privileges of the preferred stock of such
series, as well as any qualifications, limitations or restrictions
thereon, in the certificate of designation relating to that series.
We will file as an exhibit to the registration statement of which
this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of any certificate of
designation that describes the terms of the series of preferred
stock we are offering before the issuance of that series of
preferred stock. We urge you to read the applicable prospectus
supplement and any free writing prospectus that we may authorize to
be provided to you related to the series of preferred stock being
offered, as well as the complete certificate of designation that
contains the terms of the applicable series of preferred
stock.
The General
Corporation Law of the State of Delaware, the state of our
incorporation, provides that the holders of preferred stock will
have the right to vote separately as a class (or, in some cases, as
a series) on an amendment to our amended and restated certificate
of incorporation if the amendment would change the par value, the
number of authorized shares of the class or the powers, preferences
or special rights of the class or series so as to adversely affect
the class or series, as the case may be. This right is in addition
to any voting rights that may be provided for in the applicable
certificate of designation.
Our Board may
authorize the issuance of preferred stock with voting or conversion
rights that could adversely affect the voting power or other rights
of the holders of our common stock. The issuance of preferred
stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other
things, have the effect of delaying, deferring or preventing a
change in our control and may adversely affect the market price of
the common stock and the voting and other rights of the holders of
common stock. Additionally, the issuance of preferred stock may
have the effect of decreasing the market price of our common
stock.
Transfer Agent and Registrar
Our transfer
agent and registrar for our common stock is Broadridge Corporate
Issuer Solutions, Inc., 1717 Arch St., Suite 1300,
Philadelphia, Pennsylvania 19103.
Listing
Our common
stock is listed on the Nasdaq Capital Market, under the symbol
"CPST."
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DESCRIPTION OF OUR DEBT
SECURITIES
The
following description, together with the additional information we
include in any applicable prospectus supplements or free writing
prospectuses that we may authorize to be distributed to purchasers,
summarizes the material terms and provisions of the debt securities
that we may offer under this prospectus. We may issue debt
securities, in one or more series, as either senior or subordinated
debt or as senior or subordinated convertible debt. We refer to the
senior and subordinated debt and senior and subordinated
convertible debt collectively as debt securities. While the terms
we have summarized below will generally apply to any future debt
securities we may offer under this prospectus, a prospectus
supplement or free writing prospectus will describe the particular
terms of any debt securities that we may offer in more detail in
the applicable prospectus supplement or free writing prospectus.
The terms of any debt securities we offer under a prospectus
supplement or free writing prospectus may differ from the general
terms we describe below.
We may issue
senior debt securities from time to time, in one or more series,
under a senior indenture to be entered into between us and a senior
trustee to be named in a prospectus supplement, which we refer to
as the senior trustee. We may issue subordinated debt securities
from time to time, in one or more series, under a subordinated
indenture to be entered into between us and a subordinated trustee
to be named in a prospectus supplement, which we refer to as the
subordinated trustee. The forms of senior indenture and
subordinated indenture are filed as exhibits to this registration
statement of which this prospectus forms a part. Together, the
senior indenture and the subordinated indenture are referred to as
the indentures and, together, the senior trustee and the
subordinated trustee are referred to as the trustees. This
prospectus briefly outlines some of the provisions of the
indentures.
None of the
indentures will limit the amount of debt securities that we may
issue. The applicable indenture will provide that debt securities
may be issued up to an aggregate principal amount authorized from
time to time by us and may be payable in any currency or currency
unit designated by us or in amounts determined by reference to an
index.
The following
summaries of material provisions of the senior debt securities, the
subordinated debt securities and the indentures are subject to, and
qualified in their entirety by reference to, all of the provisions
of the indenture applicable to a particular series of debt
securities. We urge you to read the applicable prospectus
supplement or free writing prospectus and any related free writing
prospectuses related to the debt securities that we may offer under
this prospectus, as well as the complete applicable indenture that
contains the terms of the debt securities.
General
We will
describe in the applicable prospectus supplement or free writing
prospectus the terms of the series of debt securities being
offered, including:
- •
- the title;
- •
- the principal amount
being offered, and if a series, the total amount authorized and the
total amount outstanding;
- •
- any limit on the
amount that may be issued;
- •
- whether or not we
will issue the series of debt securities in global form, and, if
so, the terms and who the depository will be;
- •
- the maturity
date;
- •
- whether and under
what circumstances, if any, we will pay additional amounts on any
debt securities held by a person who is not a United States person
for tax purposes, and whether we can redeem the debt securities if
we have to pay such additional amounts;
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- •
- the annual interest
rate, which may be fixed or variable, or the method for determining
the rate and the date interest will begin to accrue, the dates
interest will be payable and the regular record dates for interest
payment dates or the method for determining such dates;
- •
- whether or not the
debt securities will be secured or unsecured, and the terms of any
secured debt;
- •
- the terms of the
subordination of any series of subordinated debt;
- •
- the place where
payments will be payable;
- •
- restrictions on
transfer, sale or other assignment, if any;
- •
- our right, if any, to
defer payment of interest and the maximum length of any such
deferral period;
- •
- the date, if any,
after which, the conditions upon which, and the price at which, we
may, at our option, redeem the series of debt securities pursuant
to any optional or provisional redemption provisions and the terms
of those redemption provisions;
- •
- the date, if any, on
which, and the price at which we are obligated, pursuant to any
mandatory sinking fund or analogous fund provisions or otherwise,
to redeem, or at the holder's option, to purchase, the series of
debt securities and the currency or currency unit in which the debt
securities are payable;
- •
- whether the indenture
will restrict our ability or the ability of our subsidiaries
to:
- •
- incur additional
indebtedness;
- •
- issue additional
securities;
- •
- create liens;
- •
- pay dividends or make
distributions in respect of our capital stock or the capital stock
of our subsidiaries;
- •
- redeem capital
stock;
- •
- place restrictions on
our subsidiaries' ability to pay dividends, make distributions or
transfer assets;
- •
- make investments or
other restricted payments;
- •
- sell or otherwise
dispose of assets;
- •
- enter into
sale-leaseback transactions;
- •
- engage in
transactions with stockholders or affiliates;
- •
- issue or sell stock
of our subsidiaries; or
- •
- effect a
consolidation or merger;
- •
- whether the indenture
will require us to maintain any interest coverage, fixed charge,
cash flow-based, asset-based or other financial ratios;
- •
- a discussion of
certain material or special United States federal income tax
considerations applicable to the debt securities;
- •
- information
describing any book-entry features;
- •
- provisions for a
sinking fund purchase or other analogous fund, if any;
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- •
- the applicability of
the provisions in the indenture on discharge;
- •
- whether the debt
securities are to be offered at a price such that they will be
deemed to be offered at an "original issue discount" as defined in
paragraph (a) of Section 1273 of the Internal Revenue
Code of 1986, as amended;
- •
- the denominations in
which we will issue the series of debt securities, if other than
denominations of $1,000 and any integral multiple thereof;
- •
- the currency of
payment of debt securities if other than U.S. dollars and the
manner of determining the equivalent amount in U.S. dollars;
and
- •
- any other specific
terms, preferences, rights or limitations of, or restrictions on,
the debt securities, including any additional events of default or
covenants provided with respect to the debt securities, and any
terms that may be required by us or advisable under applicable laws
or regulations or advisable in connection with the marketing of the
debt securities.
We may, from
time to time, without notice to or the consent of the holders of
any series of debt securities, create and issue further debt
securities of any such series ranking equally with the debt
securities of such series in all respects (or in all respects other
than (a) the payment of interest accruing prior to the issue
date of such further debt securities or (b) the first payment
of interest following the issue date of such further debt
securities). Such further debt securities may be consolidated and
form a single series with the debt securities of such series
and have the same terms as to status, redemption or otherwise as
the debt securities of such series.
Certain Terms of the Senior Debt Securities
Conversion
or Exchange Rights. We will set forth in the applicable
prospectus supplement or free writing prospectus the terms on which
a series of senior debt securities may be convertible into or
exchangeable for our common stock, our preferred stock or other
securities (including securities of a third-party). We will include
provisions as to whether conversion or exchange is mandatory, at
the option of the holder or at our option. We may include
provisions pursuant to which the number of shares of our common
stock, our preferred stock or other securities (including
securities of a third-party) that the holders of the series of
senior debt securities receive would be subject to
adjustment.
Consolidation,
Merger or Sale. Unless we provide otherwise in the
prospectus supplement or free writing prospectus applicable to a
particular series of senior debt securities, the senior debt
securities will not contain any covenant that restricts our ability
to merge or consolidate, or sell, convey, transfer or otherwise
dispose of all or substantially all of our assets. However, any
successor to or acquirer of such assets must assume all of our
obligations under the senior indenture or the senior debt
securities, as appropriate. If the senior debt securities are
convertible into or exchangeable for other securities of ours or
securities of other entities, the person with whom we consolidate
or merge or to whom we sell all of our property must make
provisions for the conversion of the senior debt securities into
securities that the holders of the senior debt securities would
have received if they had converted the senior debt securities
before the consolidation, merger or sale.
No
Protection in the Event of a Change in
Control. Unless we
indicate otherwise in a prospectus supplement or free writing
prospectus applicable to a particular series of senior debt
securities, the senior debt securities will not contain any
provisions that may afford holders of the senior debt securities
protection in the event we have a change in control or in the event
of a highly leveraged transaction (whether or not such transaction
results in a change in control).
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Events of
Default. Unless we
provide otherwise in the prospectus supplement or free writing
prospectus applicable to a particular series of senior debt
securities, the following are events of default under the senior
indenture with respect to any series of senior debt securities that
we may issue:
- •
- if we fail to pay
interest when due and payable and our failure continues for
30 days (or such other period as may be specified for such
series) and the time for payment has not been extended;
- •
- if we fail to pay the
principal, premium or sinking fund payment, if any, when due and
payable at maturity, upon redemption or repurchase or otherwise
(and, if specified for such series, the continuance of such failure
for a specified period), and the time for payment has not been
extended;
- •
- if we fail to observe
or perform any other covenant contained in the senior debt
securities or the senior indenture, other than a covenant that is
specifically dealt with elsewhere in the senior indenture, and our
failure continues for 90 days after we receive notice from the
senior trustee or holders of at least a majority in aggregate
principal amount of the outstanding senior debt securities of the
applicable series; and
- •
- if specified events
of bankruptcy, insolvency or reorganization occur.
We will
describe in each applicable prospectus supplement or free writing
prospectus any additional events of default relating to the
relevant series of senior debt securities.
If an event of
default with respect to senior debt securities of any series occurs
and is continuing, other than an event of default specified in the
last bullet point above, the senior trustee or the holders of at
least a majority in aggregate principal amount of the outstanding
senior debt securities of that series, by notice to us in writing,
and to the senior trustee if notice is given by such holders, may
declare the unpaid principal, premium, if any, and accrued
interest, if any, due and payable immediately. If an event of
default specified in the last bullet point above occurs with
respect to us, the unpaid principal, premium, if any, and accrued
interest, if any, of each issue of senior debt securities then
outstanding shall be due and payable without any notice or other
action on the part of the senior trustee or any holder.
Unless
otherwise specified in the prospectus supplement or free writing
prospectus applicable to a particular series of senior debt
securities originally issued at a discount, the amount due upon
acceleration shall include only the original issue price of the
senior debt securities, the amount of original issue discount
accrued to the date of acceleration and accrued interest, if
any.
The holders of
a majority in principal amount of the outstanding senior debt
securities of an affected series may waive any default or event of
default with respect to the series and its consequences, except
defaults or events of default regarding payment of principal,
premium, if any, or interest, unless we have cured the default or
event of default in accordance with the senior indenture. Any
waiver shall cure the default or event of default.
Upon certain
conditions, declarations of acceleration may be rescinded and
annulled and past defaults may be waived by the holders of a
majority in aggregate principal amount of all the senior debt
securities of such series affected by the default. Furthermore,
prior to a declaration of acceleration and subject to various
provisions in the senior indenture, the holders of a majority in
aggregate principal amount of a series of senior debt securities,
by notice to the senior trustee, may waive an existing default or
event of default with respect to such senior debt securities and
its consequences, except a default in the payment of principal of,
premium, if any, on or interest on such senior debt securities.
Upon any such waiver, such default shall cease to exist, and any
event of default with respect to such senior debt securities shall
be deemed to have been cured, for every purpose of the
senior
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indenture, but no such
waiver shall extend to any subsequent or other default or event of
default or impair any right consequent thereto.
The holders of
a majority in aggregate principal amount of a series of senior debt
securities will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the senior
trustee or exercising any trust or power conferred on the senior
trustee with respect to such senior debt securities. However, the
senior trustee may refuse to follow any direction that conflicts
with law or the senior indenture that may involve the senior
trustee in personal liability or that the senior trustee determines
in good faith may be unduly prejudicial to the rights of holders of
such series of senior debt securities not joining in the giving of
such direction and may take any other action it deems proper that
is not inconsistent with any such direction received from holders
of such series of senior debt securities. A holder of the senior
debt securities of any series will have the right to institute a
proceeding under the senior indenture or to appoint a receiver or
senior trustee, or to seek other remedies if:
- •
- the holder has given
written notice to the senior trustee of a continuing event of
default with respect to that series;
- •
- the holders of at
least 25% in aggregate principal amount of the outstanding senior
debt securities of that series have made written request, and such
holders have offered reasonable indemnity to the senior trustee or
security satisfactory to it against any loss, liability or expense
or to be incurred in compliance with instituting the proceeding as
trustee; and
- •
- the senior trustee
does not institute the proceeding, and does not receive from the
holders of a majority in aggregate principal amount of the
outstanding senior debt securities of that series other conflicting
directions within 90 days after the notice, request and
offer.
These
limitations do not apply to a suit instituted by a holder of senior
debt securities if we default in the payment of the principal,
premium, if any, or interest on, the senior debt securities, or
other defaults that may be specified in the applicable prospectus
supplement or free writing prospectus.
Modification
and Waiver. We and
the senior trustee may amend, supplement or modify the senior
indenture or the senior debt securities without the consent of any
holders with respect to the following specific matters:
- •
- to fix any ambiguity,
defect or inconsistency in the senior indenture or to conform the
senior indenture or the senior debt securities to the description
of senior debt securities of such series set forth in this
prospectus or any applicable prospectus supplement or any free
writing supplement;
- •
- to convey, transfer,
assign, mortgage or pledge any assets as security for the senior
debt securities of one or more series;
- •
- to add to, delete
from or revise the conditions, limitations, and restrictions on the
authorized amount, terms, or purposes of issue, authentication and
delivery of senior debt securities;
- •
- to evidence the
succession of another corporation, and the assumption by such
successor corporation of our covenants, agreements and obligations
under the senior indenture;
- •
- to provide for or add
guarantors with respect to the senior debt securities of any
series;
- •
- to establish the form
of any certifications required to be furnished pursuant to the
terms of the senior indenture or any series of senior debt
securities, or to add to the rights of the holders of any series of
senior debt securities;
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- •
- to evidence and
provide for the acceptance of appointment hereunder by a successor
senior trustee or to make such changes as shall be necessary to
provide for or facilitate the administration of the trusts in the
senior indenture by more than one trustee;
- •
- to make any change to
the senior debt securities of any series, so long as no senior debt
securities of such series are outstanding
- •
- to provide for
uncertificated senior debt securities and to make all appropriate
changes for such purpose;
- •
- to add to our
covenants such new covenants, restrictions, conditions or
provisions for the benefit of the holders, to make the occurrence,
or the occurrence and the continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an
event of default or to surrender any right or power conferred to us
in the senior indenture; or
- •
- to change anything
that does not materially adversely affect the interests of any
holder of senior debt securities of any series.
Other
amendments and modifications of the senior indenture or the senior
debt securities issued may be made, and our compliance with any
provision of the senior indenture with respect to any series of
senior debt securities may be waived, with the consent of the
holders of a majority of the aggregate principal amount of the
outstanding senior debt securities of all series affected by the
amendment or modification (voting together as a single class);
provided, however, that each affected holder must consent to any
modification, amendment or waiver that:
- •
- extends the stated
maturity of any senior debt securities;
- •
- reduces the principal
amount, reducing the rate of or extending the time of payment of
interest, or reducing any premium payable upon the redemption or
repurchase of any senior debt securities;
- •
- reduces the rate or
extends the time of payment of interest on any senior debt
securities; or
- •
- reduces the
percentage of senior debt securities, the holders of which are
required to consent to any amendment, supplement, modification or
waiver.
Satisfaction
and Discharge. We
can elect to satisfy and discharge our obligations with respect to
one or more series of senior debt securities, except for specified
obligations, including obligations to:
- •
- register the transfer
or exchange of debt securities of the series;
- •
- replace stolen, lost
or mutilated debt securities of the series;
- •
- maintain paying
agencies;
- •
- hold monies for
payment in trust;
- •
- recover excess money
held by the senior trustee;
- •
- compensate and
indemnify the senior trustee; and
- •
- appoint any successor
senior trustee.
In order to
exercise our rights to be discharged, we must deposit with the
senior trustee money or government obligations sufficient to pay
all the principal of, any premium and interest on, the senior debt
securities of the series on the dates payments are due.
Under current
U.S. federal income tax law, the deposit and our legal release from
the senior debt securities would be treated as though we took back
a holder's senior debt securities and gave such holder his or her
share of the cash and debt securities or bonds deposited in trust.
In that event, such
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holder could recognize
gain or loss on the senior debt securities such holder gives back
to us. Holders of the senior debt securities should consult their
own advisers with respect to the tax consequences to them of such
deposit and discharge, including the applicability and effect of
tax laws other than the U.S. federal income tax law.
Information
Concerning the Senior Trustee. The senior trustee, other than during
the occurrence and continuance of an event of default under the
senior indenture, undertakes to perform only those duties as are
specifically set forth in the applicable senior indenture and no
implied covenants or obligations shall be read into the senior
indenture against the senior trustee. Upon the occurrence and
during the continuation of an event of default under the senior
indenture, the senior trustee must use the same degree of care as a
prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs.
The senior
trustee is under no obligation to exercise any of the powers given
it by the senior indenture at the request of any holder of senior
debt securities unless it is offered security and indemnity against
the costs, expenses and liabilities that it might incur.
We may have
normal banking relationships with the senior trustee in the
ordinary course of business.
Certain Terms of the Subordinated Debt Securities
Other than the
terms of the subordinated indenture and subordinated debt
securities relating to subordination or otherwise as described in
the prospectus supplement or free writing prospectus relating to a
particular series of subordinated debt securities, the terms of the
subordinated indenture and subordinated debt securities are
identical in all material respects to the terms of the senior
indenture and senior debt securities.
Additional or
different subordination terms may be specified in the prospectus
supplement applicable to a particular series.
Subordination. The
indebtedness evidenced by the subordinated debt securities is
subordinate to the prior payment in full of all of our senior
indebtedness, as defined in the subordinated indenture. During the
continuance beyond any applicable grace period of any default in
the payment of principal, premium, interest or any other payment
due on any of our senior indebtedness, we may not make any payment
of principal of, or premium, if any, on or interest on the
subordinated debt securities (except for certain sinking fund
payments). In addition, upon any payment or distribution of our
assets upon any dissolution, winding-up, liquidation or
reorganization, the payment of the principal of, or premium, if
any, on and interest on the subordinated debt securities will be
subordinated to the extent provided in the subordinated indenture
in right of payment to the prior payment in full of all our senior
indebtedness. Because of this subordination, if we dissolve or
otherwise liquidate, holders of our subordinated debt securities
may receive less, ratably, than holders of our senior indebtedness.
The subordination provisions do not prevent the occurrence of an
event of default under the subordinated indenture.
Governing Law
The indentures
and the debt securities will be governed by and construed in
accordance with the internal laws of the State of New
York.
Ranking of Debt Securities
The senior debt
securities will rank equally in right of payment to all our other
senior unsecured debt. The subordinated debt securities will be
subordinate and junior in priority of payment to certain of our
other indebtedness (including senior debt securities) to the extent
described in a prospectus supplement or free writing
prospectus.
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DESCRIPTION OF WARRANTS
The
following description, together with the additional information we
include in any applicable prospectus supplements or free writing
prospectuses that we may authorize to be distributed to purchasers,
summarizes the material terms and provisions of the warrants that
we may offer under this prospectus. Warrants may be offered
independently or together with common stock, preferred stock and/or
debt securities offered by any prospectus supplement or free
writing prospectus, and may be attached to or separate from those
securities. While the terms we have summarized below will generally
apply to any future warrants we may offer under this prospectus, we
will describe the particular terms of any warrants that we may
offer in more detail in the applicable prospectus supplement or
free writing prospectus. The terms of any warrants we offer under a
prospectus supplement or free writing prospectus may differ from
the general terms we describe below. If there are differences
between that prospectus supplement and this prospectus, the
prospectus supplement will control. Thus, the statements we make in
this section may not apply to a particular series of
warrants.
We will file as
exhibits to the registration statement of which this prospectus is
a part, or will incorporate by reference from reports that we file
with the SEC, the form of warrant agreement, including a form of
warrant certificate, that describes the terms of the particular
series of warrants we are offering before the issuance of the
related series of warrants. The following summaries of material
provisions of the warrants and the warrant agreements are subject
to, and qualified in their entirety by reference to, all the
provisions of the warrant agreement and warrant certificate
applicable to the particular series of warrants that we may offer
under this prospectus. We urge you to read the applicable
prospectus supplements related to the particular series of warrants
that we may offer under this prospectus, as well as any related
free writing prospectuses, and the complete warrant agreements and
warrant certificates that contain the terms of the
warrants.
General
We will
describe in the applicable prospectus supplement the terms of the
series of warrants being offered. If warrants for the purchase of
debt securities are offered, the prospectus supplement or free
writing prospectus will describe the following terms, to the extent
applicable:
- •
- the offering price
and the aggregate number of warrants offered;
- •
- the currencies in
which the warrants are being offered;
- •
- the designation,
aggregate principal amount, currencies, denominations and terms of
the series of debt securities that can be purchased if a holder
exercises a warrant;
- •
- the designation and
terms of any series of debt securities with which the warrants are
being offered and the number of warrants offered with each such
debt security;
- •
- the date on and after
which the holder of the warrants can transfer them separately from
the related series of debt securities;
- •
- the principal amount
of the series of debt securities that can be purchased if a holder
exercises a warrant and the price at which and currencies in which
such principal amount may be purchased upon exercise;
- •
- the terms of any
rights to redeem or call the warrants;
- •
- the date on which the
right to exercise the warrants begins and the date on which such
right expires;
- •
- federal income tax
consequences of holding or exercising the warrants; and
- •
- any other specific
terms, preferences, rights or limitations of, or restrictions on,
the warrants.
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Warrants for
the purchase of debt securities will be in registered form
only.
If warrants for
the purchase of common stock or preferred stock are offered, the
prospectus supplement or free writing prospectus will describe the
following terms, to the extent applicable:
- •
- the offering price
and aggregate number of warrants offered;
- •
- the currency for
which the warrants may be purchased;
- •
- if applicable, the
designation and terms of the securities with which the warrants are
issued and the number of warrants issued with each such security or
each principal amount of such security;
- •
- if applicable, the
date on and after which the warrants and the related securities
will be separately transferable;
- •
- the number of shares
of common stock or preferred stock, as the case may be, purchasable
upon the exercise of one warrant and the price at which these
shares may be purchased upon such exercise;
- •
- the warrant
agreement, if any, under which the warrants will be issued;
- •
- the effect of any
merger, consolidation, sale or other disposition of our business on
the warrant agreements and the warrants;
- •
- anti-dilution
provisions of the warrants if any;
- •
- the terms of any
rights to redeem or call the warrants;
- •
- any provisions for
changes to or adjustments in the exercise price or number of
securities issuable upon exercise of the warrants;
- •
- the dates on which
the right to exercise the warrants will commence and expire;
- •
- the manner in which
the warrant agreements and warrants may be modified;
- •
- the identities and
addresses of the warrant agent and any calculation or other agent
for the warrants;
- •
- the terms of the
securities issuable upon exercise of the warrants;
- •
- any securities
exchange or quotation system on which the warrants or any
securities deliverable upon exercise of the warrants may be listed;
and
- •
- any other specific
terms, preferences, rights or limitations of or restrictions on the
warrants.
Before
exercising their warrants, holders of warrants will not have any of
the rights of holders of the securities purchasable upon such
exercise, including the right to receive dividends, if any, or,
payments upon our liquidation, dissolution or winding up or to
exercise voting rights, if any.
Exercise of Warrants
Each warrant
will entitle the holder to purchase the securities that we specify
in the applicable prospectus supplement at the exercise price that
we describe in the applicable prospectus supplement. Unless we
otherwise specify in the applicable prospectus supplement, holders
of the warrants may exercise the warrants at any time up to the
specified time on the expiration date that we set forth in the
applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will become
void.
Holders of the
warrants may exercise the warrants by delivering the warrant
certificate representing the warrants to be exercised together with
specified information, and paying the required amount to the
warrant agent in immediately available funds, as provided in the
applicable prospectus
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supplement. We will
set forth on the reverse side of the warrant certificate and in the
applicable prospectus supplement the information that the holder of
the warrant will be required to deliver to the warrant
agent.
Until the
warrant is properly exercised, no holder of any warrant will be
entitled to any rights of a holder of the securities purchasable
upon exercise of the warrant.
Upon receipt of
the required payment and the warrant certificate properly completed
and duly executed at the corporate trust office of the warrant
agent or any other office indicated in the applicable prospectus
supplement, we will issue and deliver the securities purchasable
upon such exercise. If fewer than all of the warrants represented
by the warrant certificate are exercised, then we will issue a new
warrant certificate for the remaining amount of warrants. If we so
indicate in the applicable prospectus supplement, holders of the
warrants may surrender securities as all or part of the exercise
price for warrants.
Governing Law
Unless we
provide otherwise in the applicable prospectus supplement, the
warrants and warrant agreements will be governed by and construed
in accordance with the laws of the State of New York.
Enforceability of Rights by Holders of Warrants
Any warrant
agent will act solely as our agent under the applicable warrant
agreement and will not assume any obligation or relationship of
agency or trust with any holder of any warrant. A single bank or
trust company may act as warrant agent for more than one issue of
warrants. A warrant agent will have no duty or responsibility in
case of any default by us under the applicable warrant agreement or
warrant, including any duty or responsibility to initiate any
proceedings at law or otherwise, or to make any demand upon us. Any
holder of a warrant may, without the consent of the related warrant
agent or the holder of any other warrant, enforce by appropriate
legal action its right to exercise, and receive the securities
purchasable upon exercise of, its warrants in accordance with the
terms of such warrants.
Calculation Agent
Calculations
relating to warrants may be made by a calculation agent, an
institution that we appoint as our agent for this purpose. The
prospectus supplement for a particular warrant will name the
institution that we have appointed to act as the calculation agent
for that warrant as of the original issue date for that warrant. We
may appoint a different institution to serve as calculation agent
from time to time after the original issue date without the consent
or notification of the holders.
The calculation
agent's determination of any amount of money payable or securities
deliverable with respect to a warrant will be final and binding in
the absence of manifest error.
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DESCRIPTION OF UNITS
The
following description, together with the additional information
that we include in any applicable prospectus supplements or free
writing prospectuses that we may authorize to be distributed to
purchasers, summarizes the material terms and provisions of the
units that we may offer under this prospectus. We may issue, in one
more series, units consisting of common stock, preferred stock,
debt securities and/or warrants for the purchase of common stock
and/or preferred stock in any combination. While the terms we have
summarized below will generally apply to any future series of units
we may offer under this prospectus, we will describe the particular
terms of any series of units that we may offer in more detail in
the applicable prospectus supplement or free writing prospectus.
The terms of any series of units we offer under a prospectus
supplement or free writing prospectus may differ from the general
of terms we described below.
We will file as
exhibits to the registration statement of which this prospectus is
a part, or will incorporate by reference from reports that we file
with the SEC, the form of unit agreement that describes the terms
of the series of units we are offering, and any supplemental
agreements, before the issuance of the related series of units. The
following summaries of material terms and provisions of the units
are subject to, and qualified in their entirety by reference to,
all the provisions of the unit agreement and any supplemental
agreements applicable to a particular series of units. We urge you
to read the applicable prospectus supplements related to the
particular series of units that we may offer under this prospectus,
as well as any related free writing prospectuses and the complete
unit agreement and any supplemental agreements that contain the
terms of the units.
General
Each unit will
be issued so that the holder of the unit is also the holder of each
security included in the unit. Thus, the holder of a unit will have
the rights and obligations of a holder of each included security.
The unit agreement under which a unit is issued may provide that
the securities included in the unit may not be held or transferred
separately, at any time or at any time before a specified
date.
We will
describe in the applicable prospectus supplement the terms of the
series of units being offered, including:
- •
- the designation and
terms of the units and of the securities comprising the units,
including whether and under what circumstances those securities may
be held or transferred separately;
- •
- any provisions of the
governing unit agreement that differ from those described below in
this section;
- •
- any provisions for
the issuance, payment, settlement, transfer or exchange of the
units or of the securities comprising the units; and
- •
- whether the units
will be issued in fully registered or global form.
The provisions
described in this section, as well as those described under
"Description of Capital Stock" and "Description of Warrants" will
apply to each unit and to any common stock, preferred stock or
warrant included in each unit, respectively.
Issuance in Series
We may issue
units in such amounts and in such numerous distinct series as we
determine.
Enforceability of Rights by Holders of Units
Each unit agent
will act solely as our agent under the applicable unit agreement
and will not assume any obligation or relationship of agency or
trust with any holder of any unit. A single bank or trust company
may act as unit agent for more than one series of units. A unit
agent will have no duty
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or responsibility in
case of any default by us under the applicable unit agreement or
unit, including any duty or responsibility to initiate any
proceedings at law or otherwise, or to make any demand upon us. Any
holder of a unit may, without the consent of the related unit agent
or the holder of any other unit, enforce by appropriate legal
action its rights as holder under any security included in the
unit.
Title
We, and any
unit agent and any of their agents, may treat the registered holder
of any unit certificate as an absolute owner of the units evidenced
by that certificate for any purpose and as the person entitled to
exercise the rights attaching to the units so requested, despite
any notice to the contrary.
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FORMS OF SECURITIES
General
Each debt
security, unit and warrant will be represented either by a
certificate issued in definitive form to a particular purchaser or
by one or more global securities representing the entire issuance
of securities. Unless the applicable prospectus supplement provides
otherwise, certificated securities in definitive form and global
securities will be issued in registered form. Definitive securities
name you or your nominee as the owner of the security, and in order
to transfer or exchange these securities or to receive payments
other than interest or other interim payments, you or your nominee
must physically deliver the securities to the trustee, registrar,
paying agent or other agent, as applicable. Global securities name
a depositary or its nominee as the owner of the debt securities,
units or warrants represented by these global securities. The
depositary maintains a computerized system that will reflect each
purchaser's beneficial ownership of the securities through an
account maintained by the purchaser with its broker/dealer, bank,
trust company or other representative, as we explain more fully
below.
Registered Global Securities
We may issue
the registered debt securities, units and warrants in the form of
one or more fully registered global securities that will be
deposited with a depositary or its nominee identified in the
applicable prospectus supplement and registered in the name of that
depositary or nominee. In those cases, one or more registered
global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal or
face amount of the securities to be represented by registered
global securities. Unless and until it is exchanged in whole for
securities in definitive registered form, a registered global
security may not be transferred except as a whole by and among the
depositary for the registered global security, the nominees of the
depositary or any successors of the depositary or those
nominees.
If not
described below, any specific terms of the depositary arrangement
with respect to any securities to be represented by a registered
global security will be described in the prospectus supplement
relating to those securities. We anticipate that the following
provisions will apply to all depositary arrangements.
Ownership of
beneficial interests in a registered global security will be
limited to persons, called participants, that have accounts with
the depositary or persons that may hold interests through
participants. Upon the issuance of a registered global security,
the depositary will credit, on its book-entry registration and
transfer system, the participants' accounts with the respective
principal or face amounts of the securities beneficially owned by
the participants. Any dealers, underwriters or agents participating
in the distribution of the securities will designate the accounts
to be credited. Ownership of beneficial interests in a registered
global security will be shown on, and the transfer of ownership
interests will be effected only through, records maintained by the
depositary, with respect to interests of participants, and on the
records of participants, with respect to interests of persons
holding through participants. The laws of some states may require
that some purchasers of securities take physical delivery of these
securities in definitive form. These laws may impair such
purchasers' abilities to own, transfer or pledge beneficial
interests in registered global securities.
So long as the
depositary, or its nominee, is the registered owner of a registered
global security, that depositary or its nominee, as the case may
be, will be considered the sole owner or holder of the securities
represented by the registered global security for all purposes
under the applicable indenture, unit agreement or warrant
agreement. Except as described below, owners of beneficial
interests in a registered global security will not be entitled to
have the securities represented by the registered global security
registered in their names, will not receive or be entitled to
receive physical delivery of the securities in definitive form and
will not be considered the owners or holders of the securities
under the applicable indenture, unit agreement or warrant
agreement. Accordingly, each person owning a
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beneficial interest in
a registered global security must rely on the procedures of the
depositary for that registered global security and, if that person
is not a participant, on the procedures of the participant through
which the person owns its interest, to exercise any rights of a
holder under the applicable indenture, unit agreement or warrant
agreement. We understand that under existing industry practices, if
we request any action of holders or if an owner of a beneficial
interest in a registered global security desires to give or take
any action that a holder is entitled to give or take under the
applicable indenture, unit agreement or warrant agreement, the
depositary for the registered global security would authorize the
participants holding the relevant beneficial interests to give or
take that action, and the participants would authorize beneficial
owners owning through them to give or take that action or would
otherwise act upon the instructions of beneficial owners holding
through them.
Principal,
premium, if any, on and interest payments on debt securities, and
any payments to holders with respect to warrants, or units,
represented by a registered global security registered in the name
of a depositary or its nominee will be made to the depositary or
its nominee, as the case may be, as the registered owner of the
registered global security. None of us, the trustees, the warrant
agents, the unit agents or any other agent of ours, agent of the
trustees or agent of the warrant agents or unit agents will have
any responsibility or liability for any aspect of the records
relating to payments made on account of beneficial ownership
interests in the registered global security or for maintaining,
supervising or reviewing any records relating to those beneficial
ownership interests.
We expect that
the depositary for any of the securities represented by a
registered global security, upon receipt of any payment of
principal, premium, interest or other distribution of underlying
securities or other property to holders on that registered global
security, will immediately credit participants' accounts in amounts
proportionate to their respective beneficial interests in that
registered global security as shown on the records of the
depositary. We also expect that payments by participants to owners
of beneficial interests in a registered global security held
through participants will be governed by standing customer
instructions and customary practices, as is now the case with the
securities held for the accounts of customers or registered in
"street name," and will be the responsibility of those
participants.
If the
depositary for any of the securities represented by a registered
global security is at any time unwilling or unable to continue as
depositary or ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, or Exchange Act, and a
successor depositary registered as a clearing agency under the
Exchange Act is not appointed by us within 90 days, we will
issue securities in definitive form in exchange for the registered
global security that had been held by the depositary. Any
securities issued in definitive form in exchange for a registered
global security will be registered in the name or names that the
depositary gives to the relevant trustee, warrant agent, unit agent
or other relevant agent of ours or theirs. It is expected that the
depositary's instructions will be based upon directions received by
the depositary from participants with respect to ownership of
beneficial interests in the registered global security that had
been held by the depositary.
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LEGAL
MATTERS
The validity of
the securities being offered by this prospectus will be passed upon
for us by Goodwin Procter LLP, Boston, Massachusetts. If the
validity of any securities is also passed upon by counsel any
underwriters, dealers or agents, that counsel will be named in the
prospectus supplement relating to that specific
offering.
EXPERTS
The
consolidated financial statements of Capstone Turbine Corporation
as of March 31, 2018 and 2017 and for each of the years in the
two-year period ended March 31, 2018, have been incorporated
by reference herein and in the registration statement in reliance
upon the reports of Marcum LLP, independent registered public
accounting firm, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and
auditing.
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$2,781,658

Capstone Turbine Corporation
Common Stock
PROSPECTUS SUPPLEMENT
H.C.
Wainwright & Co.
July 15, 2020