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EX-3.1 - EX-3.1 - SATCON TECHNOLOGY CORPa12-15379_1ex3d1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  June 20, 2012

 


 

SATCON TECHNOLOGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

1-11512

 

04-2857552

(State or Other Jurisdiction

 

(Commission

 

(I.R.S. Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

25 Drydock Avenue, Boston, Massachusetts

 

02210-2377

(Address of Principal Executive Offices)

 

(Zip Code)

 

(617) 897-2400

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.03.  Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

At the annual meeting of the stockholders of Satcon Technology Corporation (the “Company”) held on June 20, 2012, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, increasing the number of authorized shares of the Company’s common stock from 200 million to 300 million.  The Certificate of Amendment reflecting this increase was filed with the Secretary of State of Delaware and became effective on June 22, 2012.  A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

The 2012 annual meeting of the stockholders of the Company was held on June 20, 2012.  The final results of the voting for the five matters submitted to stockholders at the annual meeting are set forth below.

 

Proposal 1 - Election of Directors

 

Each of the following nominees for Class III director was elected based on the following vote:

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-
Votes

 

 

 

 

 

 

 

 

 

Daniel R. Dwight

 

49,810,780

 

13,029,625

 

60,737,854

 

 

 

 

 

 

 

 

 

David J. Prend

 

51,414,751

 

11,425,654

 

60,737,854

 

 

 

 

 

 

 

 

 

Charles S. Rhoades

 

51,861,971

 

10,978,434

 

60,737,854

 

 

Proposal 2 - To approve an amendment to the Company’s Certificate of Incorporation increasing the number of the Company’s authorized shares of common stock from 200,000,000 to 300,000,000

 

The amendment to the Company’s Certificate of Incorporation was approved based on the following vote:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

102,282,328

 

18,688,602

 

405,447

 

2,201,882

 

 

Proposal 3 - To approve the issuance of up to 25,000,000 additional shares of the Company’s common stock to be issued in connection with the conversion of an outstanding unsecured, subordinated convertible promissory note and the payment of interest and principal on such note

 

The issuance of additional shares of the Company’s common stock was approved based on the following vote:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

58,025,607

 

4,628,870

 

185,927

 

60,737,855

 

 

2



 

Proposal 4 - To grant to the Board of Directors of the Company the discretionary authority to amend the Company’s Certificate of Incorporation to effect a reverse stock split and authorized share reduction

 

The Board of Directors of the Company was given the discretionary authority to amend the Company’s Certificate of Incorporation to effect a reverse stock split and authorized share reduction based on the following vote:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

109,053,034

 

11,994,292

 

329,051

 

2,201,882

 

 

Proposal 5 - To approve an amendment to the Company’s 2005 Incentive Compensation Plan increasing the number of shares of common stock available for issuance under the plan from 14,000,000 to 20,000,000

 

The amendment to the Company’s 2005 Incentive Compensation Plans was approved based on the following vote:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

46,519,830

 

16,200,313

 

120,561

 

60,737,555

 

 

Proposal 6 - To ratify the selection of McGladrey LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending December 31, 2012

 

The selection of McGladrey LLP was ratified by the stockholders of the Company based on the following vote:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

120,497,689

 

2,133,443

 

947,123

 

 

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibts

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Amendment, filed on June 22, 2012.

 

3



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

SATCON TECHNOLOGY CORPORATION

 

 

 

 

 

 

Date: June 25, 2012

By:

/s/ Aaron Gomolak

 

 

Aaron Gomolak

 

 

Chief Financial Officer

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Amendment, filed on June 22, 2012.

 

5