UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)
Superconductor Technologies, Inc.
(Name of Issuer)
Common Stock, $ .01 Par Value
(Title of Class of Securities)
867931107
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
153 East 53rd Street Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2406
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2002
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
____ Rule 13d-1(b)
_x__ Rule 13d-1(c)
____ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Cusip No. 867931107 13G Page 2 of 6 Pages
1.Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0
Shares Beneficially 8. Shared Voting Power: 9,670,912*
Owned by
Each Reporting 9. Sole Dispositive Power: 0
Person With 10. Shared Dispositive Power:
9,670,912*
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 9,670,912*
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11):
15.7%*
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe ("Marxe") and David M.
Greenhouse ("Greenhouse"). Marxe and Greenhouse share sole voting and
investment power over 1,200,766 shares of Common Stock and 369,414
Warrants owned by Special Situations Cayman Fund, L.P., 2,839,714
shares of Common Stock and 918,736 Warrants owned by Special
Situations Fund III, L.P., 1,194,771 shares of Common Stock and
405,904 Warrants owned by Special Situations Private Equity Fund,
L.P., and 2,544,800 shares of Common Stock and 196,807 Warrants owned
by Special Situations Technology Fund, L.P. See Items 2 and 4 of this
Schedule for additional information.
Page 3 of 6 Pages
Item 1. Security and Issuer:
(a)Superconductor Technologies, Inc.
(b) 460 Ward Drive, Santa Barbara, CA 93111
Item 2. (a) Name of Person Filing:
The persons filing this report are Austin W. Marxe ("Marxe")
and David M. Greenhouse ("Greenhouse"), who are the controlling
principals of AWM Investment Company, Inc. ("AWM"), the general
partner of and investment adviser to Special Situations Cayman Fund,
L.P. ("Cayman"). AWM also serves as the general partner of MGP
Advisers Limited Partnership ("MGP"), the general partner of and
investment adviser to Special Situations Fund III, L.P. ("SSF3").
Marxe and Greenhouse are also members of MG Advisers L.L.C. ("MG"),
the general partner of and investment adviser to Special Situations
Private Equity Fund, L.P. ("SSPE"), and members of SST Advisers,
L.L.C. ("SSTA"), the general partner of and investment adviser to
Special Situations Technology Fund, L.P. ("Technology"). (SSF3,
Cayman, SSPE and Technology will hereafter be referred to as, the
"Funds"). The principal business of each Fund is to invest in equity
and equity-related securities and other securities of any kind or
nature.
(b) Address of Principal Business Office or, if none,
Residence:
The principal business address for Marxe and Greenhouse is
153 East 53rd Street, 55th floor, New York, NY 10022.
(c) Citizenship:
Austin W. Marxe and David M. Greenhouse are
United States citizens.
(d) Title of Class of Securities: Common Stock $.01 par
value.
(e) CUSIP Number: 867931107.
Item 3. If this statement is filed pursuant to $240.13d-1(b) or
240.13d-2(b), check whether
the person filing is a: Not Applicable
(a) ( ) Broker or Dealer registered under section 15 of the Act;
(b) ( ) Bank as defined in section 3(a) (6) of the Act;
(c) ( ) Insurance Company as defined in section 3(a) (19) of the
Act;
(d) ( ) Investment Company registered under section 8 of the
Investment Company Act of 1940;
(e) ( ) An Investment Adviser in accordance with $240.13d
-1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in accordance
with $240.13d-1(b)(I)(ii)(F);
Page 4 of 6 Pages
(g) ( ) A parent holding company or control person in accordance
with $240.13d-
1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance
Act;
(i) ( ) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
(a) Amount Beneficially Owned: Messrs. Marxe and Greenhouse
beneficially own a total of 9,670,912 shares of Common Stock,
consisting of 7,780,051 shares of Common Stock and Warrants to
purchase 1,890,861 shares of Common Stock. This amount includes
1,200,766 shares of Common Stock and 369,414 Warrants owned by Cayman,
1,194,771 shares of Common Stock and 405,904 Warrants owned by SSPE,
2,544,800 shares of Common Stock and 196,807 Warrants owned by
Technology, and 2,839,714 shares of Common Stock and 918,736 Warrants
owned by SSF3.
(b) Percent of Class: Messrs. Marxe and Greenhouse beneficially
own 15.7% of the shares outstanding. Cayman owns 2.6% of the
outstanding shares, SSPE owns 2.7% of the outstanding shares,
Technology owns 4.6% of the outstanding shares, and SSF3 owns 6.2% of
the outstanding shares.
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 9,670,912
(iii) Sole power to dispose or to direct the disposition of
: 0
(iv) Shared power to dispose or to direct the disposition
of: 9,670,912
Item 5. Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more
that five percent of the class of securities, check the following __.
Item 6.Ownership of More than Five Percent on Behalf of Another
Person: Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security being Reported on By the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable
Page 5 of 6 Pages
Item 9. Notices of Dissolution of Group: Not applicable.
Item 10.Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities
referred to above were acquired and are held in the ordinary course of
business and were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with
or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: January __, 2003
/s/ Austin W. Marxe
AUSTIN W. MARXE
/s/David M Greenhouse
DAVID M. GREENHOUSE
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
Page 6 of 6 Pages
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the
Schedule 13G to which this agreement is attached is filed on behalf of
each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
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S5313/1
1319328.02