American Superconductor Corporation (NASDAQ:AMSC) Files An 8-K Other Events
Item8.01 Other Events
On May5, 2017, American Superconductor Corporation (the Company
or AMSC) entered into an underwriting agreement (the Underwriting
Agreement) with Oppenheimer Co. Inc., as representative of the
underwriters named therein (collectively, the Underwriters),
relating to the issuance and sale (the Offering) of 4,000,000
shares of the Companys common stock, par value $0.01 per share
(Common Stock). The price in the Offering is $4.00 per share of
Common Stock. The net proceeds to the Company from the Offering
are expected to be approximately $14.7 million, after deducting
underwriting discounts and commissions and estimated offering
expenses payable by the Company. The Offering is expected to
close on or about May10, 2017, subject to customary closing
conditions. In addition, under the terms of the Underwriting
Agreement, the Company has granted the Underwriters a 30-day
option to purchase up to 600,000 additional shares of Common
Stock.
The Offering is being made to the Companys effective shelf
registration statement on Form S-3 (Registration Statement
No.333-198851) previously filed with and declared effective by
the Securities and Exchange Commission (the SEC) and a prospectus
supplement and accompanying prospectus filed with the SEC.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.
The foregoing description of the Underwriting Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, a copy of which is filed
as Exhibit 1.1 to this report and is incorporated by reference
herein. A copy of the opinion of Latham Watkins LLP relating to
the legality of the issuance and sale of the shares of Common
Stock is attached as Exhibit 5.1 to this report.
Forward-Looking Statements
The Company cautions you that statements included in this Current
Report on Form 8-K that are not a description of historical facts
are forward-looking statements. In some cases, you can identify
forward-looking statements by terms such as may, will, should,
expect, plan, anticipate, could, intend, target, project,
contemplates, believes, estimates, predicts, potential or
continue or the negatives of these terms or other similar
expressions. These statements are based on the Companys current
beliefs and expectations. Such forward-looking statements
include, among other things, references to the completion of the
offering and the expected net proceeds therefrom. Actual results
could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among
others, the risk and uncertainties associated with market
conditions and the satisfaction of customary closing conditions
relating to the offering, as well as risks and uncertainties in
the Companys business, including those risks described in the
Companys periodic reports it files with the SEC. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof, and the
Company undertakes no obligation to revise or update this report
to reflect events or circumstances after the date hereof. All
forward-looking statements are qualified in their entirety by
this cautionary statement. This caution is made under the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits: |
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated May5, 2017, by and between American Superconductor Corporation and Oppenheimer Co. Inc., as representative of the several underwriters named therein. |
|
| 5.1 | Opinion of Latham Watkins LLP | |
| 23.1 | Consent of Latham Watkins LLP (included in Exhibit 5.1) |
About American Superconductor Corporation (NASDAQ:AMSC)
American Superconductor Corporation (AMSC) is a provider of megawatt-scale solutions. The Company operates through two segments: Wind and Grid. Through the Company’s Windtec Solutions brand, the Wind business segment enables manufacturers to field wind turbines. Through the Company’s Gridtec Solutions, the Grid business segment enables electric utilities and renewable energy project developers to connect, transmit and distribute power. AMSC supplies power electronics and control systems, licenses its engineered wind turbine designs and provides customer support services to wind turbine manufacturers. The Company provides a range of power electronics and software-based control systems. AMSC provides transmission planning services that enable it to identify power grid congestion and other risks. The Company also sells grid interconnection solutions for wind farms and solar power plants, power quality systems, and transmission and distribution cable systems. American Superconductor Corporation (NASDAQ:AMSC) Recent Trading Information
American Superconductor Corporation (NASDAQ:AMSC) closed its last trading session down -0.06 at 4.05 with 153,476 shares trading hands.