As filed with the Securities and Exchange Commission on February 26, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
American Superconductor Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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04-2959321
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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114 East Main St.
Ayer, MA 01432
(978) 842-3000
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Daniel P. McGahn
President and Chief Executive Officer
American Superconductor Corporation
114 East Main Street
Ayer,
MA 01432
(978) 842-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter N. Handrinos
Wesley
C. Holmes
Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
(617) 948-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the
effective date of this registration statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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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 Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount to be
registered/proposed
maximum offering price
per unit/proposed
maximum aggregate
offering price
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Amount of
registration fee
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Common Stock
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(1)(2)(3)
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$ (4)
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Debt Securities
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(1)(2)
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$ (4)
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Warrants
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(1)(2)
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$ (4)
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Units
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(1)(2)
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$ (4)
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(1)
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Omitted pursuant to Form S-3 General Instruction II.E.
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(2)
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An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may
from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of Common Stock is being registered as may be issued from time to time upon conversion of any Debt Securities that are convertible into
Common Stock or pursuant to any anti-dilution adjustments with respect to any such convertible Debt Securities.
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(3)
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Includes rights to acquire Common Stock of the Company under any shareholder rights plan then in effect, if
applicable under the terms of any such plan.
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(4)
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In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is
deferring payment of the entire registration fee.
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