AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 2000
REGISTRATION STATEMENT NO. 333-33024
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAPSTONE TURBINE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 3629 95-4180883
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
ORGANIZATION)
6430 INDEPENDENCE
WOODLAND HILLS, CALIFORNIA 91367
(818) 716-2929
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
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DR. AKE ALMGREN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CAPSTONE TURBINE CORPORATION
6430 INDEPENDENCE
WOODLAND HILLS, CALIFORNIA 91367
(818) 716-2929
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
BRIAN CARTWRIGHT ROBERT E. BUCKHOLZ, JR.
LATHAM & WATKINS SULLIVAN & CROMWELL
633 WEST 5TH STREET, SUITE 4000 125 BROAD STREET
LOS ANGELES, CALIFORNIA 90071 NEW YORK, NEW YORK 10004
(213) 485-1234 (212) 558-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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, 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, 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 post-effective amendment filed pursuant to Rule 462(d)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses payable by us in
connection with the offering (excluding underwriting discounts and commissions):
NATURE OF EXPENSE AMOUNT
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SEC Registration Fee........................................ $ 30,360
NASD Filing Fee............................................. 12,000
Nasdaq National Market Listing Fee..........................
Accounting Fees and Expenses................................
Legal Fees and Expenses.....................................
Printing Expenses...........................................
Blue Sky Qualification Fees and Expenses....................
Transfer Agent's Fee........................................
Miscellaneous...............................................
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Total....................................................... $
==========
The amounts set forth above, except for the Securities and Exchange Commission
and National Association of Securities Dealers, Inc. fees, are in each case
estimated.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law allows for the
indemnification of officers, directors and any corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act. Our certificate of incorporation and our bylaws provide for
indemnification of our directors, officers, employees and other agents to the
extent permitted by the Delaware General Corporation Law. We have also entered
into agreements with our directors and executive officers that require Capstone
among other things to indemnify them against certain liabilities that may arise
by reason of their status or service as directors and officers liability
insurance, which provides coverage against certain liabilities including
liabilities under the Securities Act.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
(a) Issuances of Shares of Preferred Stock and Preferred Stock Warrants
On January 17, 1997, Capstone issued and sold 3,125,000 shares of its
Series D Preferred Stock to eighteen accredited investors for an aggregate
purchase price equal to $12,500,000. This issuance was deemed to be exempt from
registration under the Securities Act in reliance on Section 4(2) of the
Securities Act or Regulation D promulgated thereunder as a sale by an issuer not
involving a public offering.
On August 22, 1997 and November 21, 1997, Capstone issued and sold
5,865,814 and 4,587,331 shares of its Series E Preferred Stock, respectively to
seventy-four accredited investors for an aggregate purchase price equal to
$63,979,000. This issuance was deemed to be exempt from registration under the
Securities Act in reliance on Section 4(2) of the Securities Act or Regulation D
promulgated thereunder as a sale by an issuer not involving a public offering.
On May 31, 1999 and September 2, 1999, Capstone issued and sold convertible
promissory notes in the aggregate principal amount of $22,190,992 that were
converted into 11,095,496 shares of Series F preferred stock to sixty-six
accredited investors. This issuance was deemed to be exempt
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from registration under the Securities Act in reliance on Section 4(2) of the
Securities Act or Regulation D promulgated thereunder as a sale by an issuer not
involving a public offering.
On February 24, 2000 Capstone issued and sold 35,683,979 shares of its
Series G Preferred Stock to 140 accredited investors for an aggregate purchase
price equal to $137,500,000. This issuance was deemed to be exempt from
registration under the Securities Act in reliance on Section 4(2) of the
Securities Act or Regulation D promulgated thereunder as a sale by an issuer not
involving a public offering.
(b) Issuances of Common Stock and Common Stock Warrants
Between September 14, 1988 and March 1, 2000, Capstone issued 5,884,431
shares of its common stock, of which 1,567,022 shares were issued upon exercise
of warrants and 2,244,831 shares were issued upon exercise of stock options.
Capstone has remaining issued and unexercised warrants exercisable for
15,616,488 shares of its common stock. This amount includes warrants exercisable
for 275,000 shares of common stock to two accredited investors as well as
Capstone's commitment to issue warrants exercisable for 1,132,628 shares of
common stock in connection with the Series G offering. Certain warrants were
issued in connection with the Bridge Notes convertible into Series F Preferred
Stock to sixty-one accredited investors. The issuance was deemed to be exempt
from registration under the Securities Act in reliance on Section 4(2) of the
Securities Act or Regulation D promulgated thereunder as a sale by an issuer not
involving a public offering.
(c) Issuances of Options to Employees, Directors and Consultants.
Between September 14, 1988 and March 1, 2000, Capstone issued options
exercisable for 10,795,286 shares (net of cancellations) of its common stock
pursuant to Capstone's 1993 Incentive Stock Option Plan to approximately 120
individuals. Of this amount as of February 29, 2000, 2,244,831 options had been
executed, 2,517,379 options are issued and exercisable, and 6,033,076 options
are issued and require further vesting before they are exercisable. Of the
issued shares of the Series C Preferred Stock, 35,000 shares were issued
pursuant to employment agreements and 18,407 shares were issued for consulting
services rendered. Of the shares of Series E Preferred Stock issued, 45,500
shares were issued through stock option agreements and 164,340 shares were
issued for services rendered and through other arrangements. These grants were
deemed to be exempt from registration under the Securities Act in reliance on
Rule 701 promulgated under Section 3(b) of the Securities Act as a transaction
to compensatory benefit plans and contracts relating to compensation as provided
under Rule 701. The recipients of securities in each of the foregoing
represented their intentions to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the instruments representing such securities
issued in such transaction.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
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1.1* Form of Underwriting Agreement..............................
3.1# Articles of Incorporation of Capstone Turbine...............
3.2* Form of Amended and Restated Certificate of Incorporation of
Capstone Turbine............................................
3.3# By-laws of Capstone Turbine.................................
3.4* Amended and Restated By-laws of Capstone Turbine............
4.1* Specimen certificate for shares of common stock, $.001 par
value, of Capstone Turbine..................................
5.1* Opinion of Latham & Watkins as to the legality of the
securities being offered....................................
9.1# Investor Rights Agreement...................................
10.1+ Solar Alliance and License Agreements.......................
10.2# Lease between registrant and Northpark Industrial -- Leahy
Division LLC, dated December 1, 1999, for leased premises at
21211 Nordhoff Street, Chatsworth, California...............
10.3# 1993 Incentive Stock Option Plan............................
16.1# Letter from Ernst & Young LLP regarding change in
independent auditors........................................
23.1# Consent of Deloitte & Touche LLP............................
23.2# Consent of Ernst & Young LLP................................
23.3# Consent of Latham & Watkins (included in exhibit 5.1).......
24.1# Powers of Attorney (included on signature page).............
27.1# Financial Data Schedule.....................................
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* To be filed by amendment
+ Filed herewith; portions of this exhibit have been omitted pursuant to a
request for confidential treatment.
# Previously filed
(b) Financial Statement Schedules
(1) Independent Auditors' Report of Deloitte & Touche LLP... S-1
(2) Independent Auditors' Report of Ernst & Young LLP....... S-2
(3) Schedule II -- Valuation and Qualifying Accounts........ S-3
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Woodland Hills, State of California, on April 18, 2000.
Capstone Turbine Corporation
By: /s/ AKE ALMGREN
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Ake Almgren
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ake Almgren and Jeff Watts, and each of them,
with full power to act without the other, such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement, and any and all amendments
thereto (including post-effective amendments), and to file the same, with
exhibits and schedules thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ AKE ALMGREN President, Chief Executive April 18, 2000
- ----------------------------------------------------- Officer and Director
Ake Almgren (Principal Executive Officer)
* Chief Financial Officer April 18, 2000
- ----------------------------------------------------- (Principal Financial Officer and
Jeffrey Watts Principal Accounting Officer)
* Director April 18, 2000
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Richard Aube
* Director April 18, 2000
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John Jaggers
* Director April 18, 2000
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Jean-Rene Marcoux
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SIGNATURE TITLE DATE
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* Director April 18, 2000
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Benjamin M. Rosen
* Director April 18, 2000
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Peter Steele
* Director April 18, 2000
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Eric Young
*By: /s/ AKE ALMGREN
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Ake Almgren
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1.1* Form of Underwriting Agreement.
3.1# Articles of Incorporation of Capstone Turbine.
3.2* Form of Amended and Restated Certificate of Incorporation of
Capstone Turbine.
3.3# By-laws of Capstone Turbine.
3.4* Amended and Restated By-laws of Capstone Turbine.
4.1* Specimen certificate for shares of common stock, $.001 par
value, of Capstone Turbine.
5.1* Opinion of Latham & Watkins as to the legality of the
securities being offered.
9.1# Investor Rights Agreement
10.1+ Solar Alliance and License Agreements
10.2# Lease between registrant and Northpark Industrial -- Leahy
Division LLC, dated December 1, 1999, for leased premises at
21211 Nordhoff Street, Chatsworth, California.
10.3# 1993 Incentive Stock Option Plan
16.1# Letter from Ernst & Young LLP regarding change in
independent auditors
23.1# Consent of Deloitte & Touche LLP
23.2# Consent of Ernst & Young LLP
23.3# Consent of Latham & Watkins (included in exhibit 5.1)
24.1# Powers of Attorney (included on signature page).
27.1# Financial Data Schedule.
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* To be filed by amendment
+ Filed herewith; portions of this exhibit have been omitted pursuant to a
request for confidential treatment.
# Previously filed