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): 11/9/2007
SUPERCONDUCTOR
TECHNOLOGIES, INC.
(Exact
Name
of Registrant as Specified in Its Charter)
Commission
File Number: 0-21074
|
Delaware
|
|
77-0158076
|
|
(State
or other jurisdiction
of
|
|
(IRS
Employer
|
|
incorporation)
|
|
Identification
No.)
|
460
Ward Drive
Santa
Barbara, CA 93111-2310
(Address
of principal executive
offices, including zip code)
805
460 4629
(Registrant’s
telephone number,
including area code)
_________________________________________________
(Former
name or former address, if changed since last report)
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive
Agreement
On
August 17, 2007, we entered into an
investment agreement (the "Agreement") with Hunchun BaoLi Communication Co.
Ltd.
("BAOLI"). On August 22, 2007, we filed with the Securities and
Exchange Commission a Form 8-K disclosing our entry into the
Agreement. On November 9, 2007, we and BAOLI entered into an
amendment (the “Amendment”) to the Agreement.
As
previously described, subject to the
terms and conditions of the Agreement, BAOLI agreed to purchase from us and
we
agreed to sell to BAOLI 9,216,590 shares of our common stock (the "Shares")
for
an aggregate purchase price of $15.0 million. The only changes made
by the Amendment were (i) to change the securities issued on full payment
to (a)
2,148,296 shares of our common stock and (b) 706,829 shares of a newly created
class of our Series A Preferred Stock which are convertible into 7,068,290
share
of our common stock as described below and (ii) to grant BOALI certain
registration rights described below. Assuming full conversion
of the Series A Preferred Stock, the number of common stock equivalents
potentially issuable is unchanged by the Amendment.
Subject
to the terms and
conditions of our Series A Preferred Stock and to customary adjustments to
the
conversion rate, each share of our Series A Preferred Stock will be convertible
into 10 shares of our common stock so long as the number of shares of our
common
stock beneficially owned by BAOLI following such conversion does not exceed
9.9%
of our outstanding common stock. Except for a preference on
liquidation of $.01 per share, each share of Series A Preferred Stock is
the
economic equivalent of the ten shares of common stock into which it is
convertible. Except as required by law, the Series A Preferred Stock
will not have any voting rights.
In
the Amendment, we also granted to
BAOLI certain rights to require that we file a registration statement with
the
SEC covering the 2,148,296 shares of our common stock that we will issue
upon
full payment of the $15.0 million purchase price. We have no
obligation to register the shares of Series A Preferred Stock to be issued
to
BAOLI or the shares of common stock issuable upon conversion of the Series
A
Preferred Stock. We must keep the registration statement effective until
the earlier of (i) the date on which all of such shares of common stock may
be
sold under Rule 144 during any 90 day period or (ii) 2 years from the date
on
which the shares of common stock are initially issued by us to BAOLI. The
registration rights are also subject to other limitations and conditions
set
forth in the Amendment.
We
continue to intend to use the
proceeds of this investment for general working capital purposes.
On
November 9, 2007, we issued a press
release announcing our entry into the Amendment. A copy of the press
release is attached hereto as Exhibit 99.1. The press release may also be
found
on our website on the Investor Relations page at www.suptech.com.
Item
3.02. Unregistered Sales of Equity
Securities
As
described above, assuming full
payment of the purchase price of $15.0 million, we agreed to issue 706,829
shares of our Series A Preferred Stock and 2,148,296 shares of our common
stock
to BAOLI. No underwriting discounts or commissions have been or will
be paid in connection with the sale of the shares of common stock or the
Series
A Preferred Stock.
We
will issue the shares of our common
stock and our Series A Preferred Stock in reliance on the exemption from
the
registration requirements provided by Section 4(2) of the Securities Act
of
1933.
The
terms of the Series A Preferred
Stock are summarized above and set forth in the Certificate of Designations
relating to the Series A Preferred Stock attached as Exhibit 3.1 to this
Report
on Form 8-K and is incorporated herein by reference.
Item
3.03. Material Modification to Rights of Security
Holders
Upon
issuance of the Series A Preferred
Stock, our ability to declare or pay dividends on shares of our common stock
will be subject to the requirement that we pay an equivalent dividend on
each
outstanding share of Series A Preferred Stock (on an as converted
basis). This restriction is set forth in the Certificate of
Designations establishing the terms of the Series A Preferred Stock, a copy
of
which is attached as Exhibit 3.1 to this Report on Form 8-K and is incorporated
herein by reference.
Item
5.03. Amendment to Articles of Incorporation or
Bylaws.
On
November 13, 2007, we filed a
Certificate of Designations to our Restated Certificate of Incorporation
with
the Secretary of State of the State of Delaware, authorizing and establishing
the rights, preferences and privileges of the Series A Preferred
Stock. A copy of the Certificate of Designations relating to the
Series A Preferred Stock is attached as Exhibit 3.1 to this Report on Form
8-K
and is incorporated herein by reference.
Item
8.01 Other Events
On
November 9, 2007, we signed a
binding definitive agreement for a joint venture with BAOLI to manufacture
and
market our SuperLink® interference
elimination solution for the China market. The joint venture will be
called Hunchun BaoLi Superconductor Technology Co Ltd (HBST).Under the terms
of
the joint venture agreement, we will provide an exclusive license in the
China
market of the enabling technology and BAOLI will provide the manufacturing
expertise and financing. BAOLI holds 55 percent of the equity in the
joint venture. We hold 45 percent and will receive a royalty on
sales.
Item
9.01. Financial Statements and
Exhibits
(c)
Exhibits
3.1
Certificate of Designations of the registrant relating to the Series A Preferred
Stock.
99.1
Press Release, dated November 9, 2007.
Signature(s)
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.
Superconductor
Technologies Inc.
Date:
November 15,
2007
By: _____________________________
William
J.
Buchanan
Controller
Exhibit
Index
Exhibit
Number Description
of Document
3.1
Certificate of Designations of the registrant relating to the Series A Preferred
Stock.
99.1
Press Release dated November 9, 2007.