As filed with the Securities and Exchange Commission on September 11, 2020

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

CAPSTONE TURBINE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

95-4180883

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

Capstone Turbine Corporation

16640 Stagg Street

Van Nuys, California 91406

(818) 734-5300

(Address, including zip code and telephone number, including area code, of principal executive offices)

 

Capstone Turbine Corporation 2017 Equity Incentive Plan

(Full Title of the Plans)

 

Darren R. Jamison
Chief Executive Officer
16640 Stagg Street

Van Nuys, California 91406

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

Jocelyn M. Arel
Goodwin Procter LLP
100 Northern Avenue

Boston, MA 02210

(617) 570-1000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer     

 

Accelerated filer       

 

 

 

Non-accelerated filer      

(Do not check if a smaller reporting company)

 

Smaller reporting company      

 

Emerging growth company      

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  


CALCULATION OF REGISTRATION FEE

 

Title of Securities

to be Registered

 

Amount

to be

Registered(1)

 

Proposed Maximum

Offering Price

per Share

 

 

Proposed Maximum

Aggregate

Offering Price

 

 

Amount of

Registration

Fee

 

Common Stock, $0.001 par value per share

 

500,000 shares(2)

 

$

3.92

(3)

 

$

1,960,000

 

 

$

254.41

 

Total

 

500,000 shares

 

$

3.92

 

 

$

1,960,000

 

 

$

254.41

 

 

(1)    

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock of Capstone Turbine Corporation, a Delaware corporation (the “Registrant”). Pursuant to Rule 416(c) under the Securities Act, this registration statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

(2)    

Represents 500,000 additional shares of common stock reserved and available for issuance under the Registrant’s 2017 Equity Incentive Plan (the “2017 Plan”), as approved by the Registrant’s stockholders at its annual meeting on August 27, 2020 (the “2020 Annual Meeting”). At the 2020 Annual Meeting, the Registrant’s stockholders approved an amendment to the 2017 Plan to increase the aggregate number of shares authorized for issuance under the 2017 Plan by 500,000 shares.

(3)    

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s common stock, as quoted on the Nasdaq Capital Market, on September 9, 2020.

Proposed sales to take place as soon after the effective date of the registration statement as awards are granted, exercised or distributed under the above-named plan.

 

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by the Registrant to register 500,000 additional shares of Common Stock reserved for issuance under the 2017 Plan. The Registrant initially registered 300,000 shares of its common stock issuable under the 2017 Plan pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2017 (File No. 333-221695) (the “Initial S-8”), and registered an additional 600,000 shares of its common stock issuable under the 2017 Plan pursuant to a Registration Statement on Form S-8 filed with the SEC on November 7, 2019 (File No. 333-234578) (the “2019 S-8”). The information contained in the Initial S-8 and 2019 S-8 are hereby incorporated by reference, to the extent not replaced hereby, pursuant to General Instruction E.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this registration statement the following documents filed with the SEC:

(a) The Registrant’s Annual Report on Form 10-K for the year ended March 31, 2020, filed with the Commission on June 29, 2020, which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;

(b) The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, filed with the Commission on August 6, 2020, which contains the Registrant’s unaudited financial statements for the latest quarter for which such statements have been filed;

(c) The Registrant’s Current Reports on Form 8-K filed with the Commission on April 29, 2020, May 14, 2020, May 15, 2020, June 17, 2020, July 15, 2020, September 1, 2020 (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K); and

(d) The description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A, filed with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on June 21, 2000, including any amendments or reports filed for the purpose of updating such description and the description of the Registrant’s Series B Junior Participating Preferred Stock Purchase Rights contained in the Registrant’s registration statement on Form 8-A, filed with the Commission under Section 12(b) of the Exchange Act, on May 6, 2019, including any amendments or reports filed for the purpose of updating such description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

1


Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

The payments to be made under the Indemnity Agreements include, but are not limited to, damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and costs of attachment or similar bonds, investigations, and any expenses of establishing a right to indemnification under the Indemnity Agreement, except the Registrant is not liable to make any payment under the Indemnity Agreements in connection with any claim made against an indemnitee (a) to the extent that payment is actually made to the indemnitee under a valid, enforceable and collectible insurance policy, (b) to the extent that the indemnitee is indemnified and actually paid otherwise than pursuant to the Indemnity Agreement, (c) for a disgorgement of profits made from the purchase and sale by the indemnitee of securities pursuant to Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any state statutory law or common law, or (d) for any judgment, fine or penalty which the Registrant is prohibited by applicable law from paying as indemnity.

 

Item 8. Exhibits.

 

Exhibit No.

 

Description

3.1

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

4.1

Form of Senior Indenture by and between Capstone Turbine Corporation and Computershare Trust Company, N.A., Trustee (b)

4.2

Form of Subordinated Indenture by and between Capstone Turbine Corporation and Computershare Trust Company, N.A., Trustee (b)

4.3

Note Purchase Agreement, date as of February 4, 2019, by and among Capstone Turbine Corporation, certain of its subsidiaries party thereto as guarantors, Goldman Sachs Specialty Lending Holdings, Inc., as purchase and any other purchasers party thereto from time to time and Goldman Sachs Specialty Lending Holdings, Inc. as collateral agent (c)

4.4

Purchase Warrant for Common Shares issued in favor of Goldman Sachs & Co. LLC, dated February 4, 2019 (c)

4.5

Rights Agreement, dated May 6, 2019, between Capstone Turbine Corporation and Broadridge Financial Solutions, Inc. (d)

4.6

Second Amendment to the Note Purchase Agreement, dated as of December 9, 2019, by and among Capstone Turbine Corporation, certain subsidiaries of the company and Goldman Sachs Specialty Lending Group L.P. (a successor in interest to Goldman Sachs Specialty Lending Holdings, Inc.) (e)

4.7

Amendment No. 1 to the Purchase Warrant for Common Shares issued in favor of Special Situations Investing Group II, LLC (a successor in interest to Goldman Sachs & Co. LLC), dated December 9, 2019 (e)

4.8

Third Amendment to the Note Purchase Agreement, dated April 24, 2020, by and among Capstone Turbine Corporation, certain subsidiaries of the company and Goldman Sachs Specialty Lending Group L.P. (a successor in interest to Goldman Sachs Specialty Lending Holdings, Inc.) (f)

4.9

Note between Western Alliance Bank and Capstone Turbine Corporation, effective as of April 24, 2020 (f)

4.10

Fourth Amendment to the Note Purchase Agreement, dated as of May 13, 2020, by and among Capstone Turbine Corporation, certain subsidiaries of the company and Goldman Sachs Specialty Lending Group L.P. (a successor in interest to Goldman Sachs Specialty Lending Holdings, Inc.) (g)

4.11

Fifth Amendment to the Note Purchase Agreement, dated as of June 16, 2020, by and among Capstone Turbine Corporation, certain subsidiaries of the company and Goldman Sachs Specialty Lending Group L.P. (a successor in interest to Goldman Sachs Specialty Lending Holdings, Inc.) (h)

4.12

Amendment No. 2 to the Purchase Warrant for Common Shares issued in favor of Special Situations Investing Group II, LLC (a successor in interest to Goldman Sachs & Co. LLC), dated June 16, 2020 (h)

4.13

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (i)

2



*Filed herewith.

(a) Incorporated by reference to Capstone Turbine Corporation’s Current Report on Form 8-K filed on October 21, 2019.

(b) Incorporated by reference to Capstone Turbine Corporation’s Registration Statement on Form S-3, dated June 7, 2018.

(c) Incorporated by reference to Capstone Turbine Corporation’s Current Report on Form 8-K filed on February 5, 2019.

(d) Incorporated by reference to Capstone Turbine Corporation’s Current Report on Form 8-K filed on May 6, 2019.

(e) Incorporated by reference to Capstone Turbine Corporation’s Current Report on Form 8-K filed on December 9, 2019.

(f) Incorporated by reference to Capstone Turbine Corporation’s Current Report on Form 8-K filed on April 29, 2020.

(g) Incorporated by reference to Capstone Turbine Corporation’s Current Report on Form 8-K filed on May 15, 2020.

(h) Incorporated by reference to Capstone Turbine Corporation’s Current Report on Form 8-K filed on June 17, 2020.

(i) Incorporated by reference to Capstone Turbine Corporation’s Current Report on Form 10-K filed on June 29, 2020.

 

3


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Van Nuys, State of California, on September 11, 2020.

 

CAPSTONE TURBINE CORPORATION

 

 

 

 

By:

 /s/ Darren R. Jamison

 

 

Darren R. Jamison

 

 

Chief Executive Officer and President
(Principal Executive Officer)

 

 

 

 

By:

 /s/ Frederick S. Hencken

 

 

Frederick S. Hencken III

 

 

Chief Financial Officer and Chief Accounting Officer
(Principal Financial and Accounting Officer)

  

4


POWER OF ATTORNEY AND SIGNATURES

 

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Darren R. Jamison and Frederick S. Hencken III as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.

Name

   

Title

   

Date

 

 

 

/s/ Darren R. Jamison

 

President, Chief Executive Officer and Director

 

September 11, 2020

Darren R. Jamison

 

(Principal Executive Officer)

 

 

 

 

 

/s/ Frederick S. Hencken

 

Chief Financial Officer and Chief Accounting Officer

 

September 11, 2020

Frederick S. Hencken

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

/s/ Holly A. Van Deursen

 

Chair of the Board of Directors

 

September 11, 2020

Holly A. Van Deursen

 

 

 

 

/s/ Yon Y. Jorden

   

Director

   

September 11, 2020

Yon Y. Jorden

 

 

 

 

/s/ Paul D. DeWeese

 

Director

 

September 11, 2020

Paul D. DeWeese

 

 

 

 

 

 

 

/s/ Robert C. Flexon

 

Director

 

September 11, 2020

Robert C. Flexon

 

 

 

 

/s/ Robert F. Powelson

 

Director

 

September 11, 2020

Robert F. Powelson

 

 

 

 

 

 

 

/s/ Denise Wilson

 

Director

 

September 11, 2020

Denise Wilson

 

 

 

 

5


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