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SATC > SEC Filings for SATC > Form 8-K on 10-Jun-2009All Recent SEC Filings

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Form 8-K for SATCON TECHNOLOGY CORP


10-Jun-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhib


Item 1.01. Entry into a Material Definitive Agreement.

On May 8, 2009, the Securities and Exchange Commission (the "Commission") declared effective the Registration Statement on Form S-3 (File No. 333-159010) of Satcon Technology Corporation (the "Company") filed on May 6, 2009, with the Commission (the "Registration Statement"). The Registration Statement permits the Company to issue, in one or more offerings, securities at an aggregate offering price not to exceed $25,000,000.

On June 9, 2008, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Thomas Weisel Partners LLC and Ardour Capital Investments, LLC (together, the "Underwriters"), for the sale by the Company to the public of 15,557,692 shares of its common stock (the "Offering"), par value $0.01 per share (the "Firm Shares"). The Firm Shares are being sold to the public at a price of $1.30 per share. The Offering is scheduled to close on or about June 15, 2009, subject to customary closing conditions. The Company has granted the Underwriters a 30-day option to purchase an additional 2,333,654 shares of its common stock (together with the Firm Shares, the "Shares").

The Offering is being made pursuant to the Registration Statement and the prospectus included in the Registration Statement, as supplemented by the preliminary prospectus supplement, dated June 9, 2009 (the "Preliminary Prospectus Supplement"), and final prospectus supplement, dated June 10, 2009 (the "Final Prospectus Supplement"), relating to the Shares. The Preliminary Prospectus Supplement and Final Prospectus Supplement were each filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, on June 10, 2009.

The Underwriting Agreement contains customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters for losses or damages arising out of or in connection with the sale of the Shares.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference into this Item 1.01. A copy of the opinion of Greenberg Traurig, LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached hereto as Exhibit 5.1.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                 Description
1.1            Underwriting Agreement dated June 9, 2009

5.1            Opinion of Greenberg Traurig, LLP

23.1           Consent of Greenberg Traurig, LLP (contained in legal opinion filed
               herewith as Exhibit 5.1)


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