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AMSC > SEC Filings for AMSC > Form 8-K on 23-Jun-2014All Recent SEC Filings




Unregistered Sale of Equity Securities, Other Events

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 8.01 of this Report is incorporated by reference into this Item 3.02.

Item 8.01 Other Events

As described in American Superconductor Corporation's (the "Company") Current Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2013, the Company entered into a Stipulation and Agreement of Settlement (the "Stipulation") on November 19, 2013 to settle the private securities class action litigation pending against it in the United States District Court for the District of Massachusetts (the "Court"), which resolves the claims asserted against the Company, certain of its current and former officers and directors, and the underwriters in the previously disclosed putative securities class action consolidated complaint, Lenartz v. American Superconductor Corporation, et al., Docket No. 1:11-cv-10582-WGY. The terms of the Stipulation provide, among other things, a settlement payment by the Company of $10 million, $8.2 million of which already has been funded by the Company's insurers and $1.8 million of which is to be paid through the issuance of 944,882 shares of its common stock (the "Settlement Shares").

By Final Judgment and Order of Dismissal with Prejudice entered on May 5, 2014, the Court approved the terms of the Stipulation and dismissed this private securities class action litigation. In addition, the Court found that (i) the terms and conditions of the proposed issuance of the Settlement Shares are fair to those who receive these securities, and (ii) the terms and conditions of, and the procedures for, the proposed issuance of the Settlement Shares are fair. The effective date of the Stipulation was June 5, 2014 (the "Effective Date").

Pursuant to the terms of the Stipulation, (i) on June 11, 2014, the Company made a cash payment of $477,165.20 for the decrease in value of the Settlement Shares (as calculated under the Stipulation) as of the Effective Date, and (ii) on June 18, 2014, the Company issued the Settlement Shares. The issuance of the Settlement Shares was exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended. The aforementioned payments by the Company represented the final amounts to be paid to the plaintiffs under the Stipulation.

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