**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-K/A**

 

# **AMENDMENT NO. 1 TO FORM 10-K**

 

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

**For the Fiscal YearEnded September 30, 2004**

 

**Commission filenumber 1-11512**

 

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**SATCON TECHNOLOGY CORPORATION**

(Exact name of registrant as specified in itscharter)

 
| **DELAWARE**                                                    | ** ** | **04-2857552**                          |
|-----------------------------------------------------------------|------------|-----------------------------------------|
| (State or other jurisdiction of  incorporation or organization) | ** ** | (I.R.S. Employer Identification Number) |
|                                                            | ** ** |                                    |
| **27 Drydock Avenue,  Boston, MASSACHUSETTS**                   | ** ** | **02210**                               |
| (Address of principal executive offices)                        | ** ** | (Zip Code)                              |

 

**(617) 897-2400**

(Registrant’s telephone number, includingarea code)

 

Securities registered pursuantto Section 12(b) of the Act:

**Title of Class**

**Common Stock, $.01Par Value**

 

Securities registered pursuantto Section 12(g) of the Act: **None**

 

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Indicate by check mark whether the Registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes  ý  No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not becontained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.   ý

 

Indicate by check mark whether the Registrant is an accelerated filer(as defined in Exchange Act Rule 12b-2). Yes  o  No  ý

 

The aggregate market value of the Registrant’s Common Stock, $.01 parvalue per share, held by non-affiliates of the Registrant was $60,885,763 basedon the last reported sale price of the Registrant’s Common Stock on the NasdaqNational Market as of the close of business on the last business day of theRegistrant’s most recently completed second fiscal quarter ($2.45). There were33,182,694 shares of Common Stock outstanding as of January 1, 2005.

 

 

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ThisAmendment No. 1 to Form 10-K/A to the Registrant’s Annual Report on Form 10-Kfor the fiscal year ended September 30, 2004 (“Fiscal 2004”) is being filed toadd certain information required to be set forth in Part III.  Items 10, 11, 12, 13 and 14 of Part III ofthe Registrant’s Annual Report on Form 10-K for Fiscal 2004, as filed with theSecurities and Exchange Commission on December 29, 2004, are hereby amended andrestated in their entirety as follows:

 

**PART III**

 

**Item 10. DIRECTORS AND EXECUTIVE OFFICERS OFTHE REGISTRANT**

 

**Directors ofthe Corporation**

 

The Corporation has a classifiedBoard of Directors (the “Board”) consisting of three Class I directors, twoClass II directors and three Class III directors. At each AnnualMeeting of Stockholders, directors are elected for a full term of three yearsto succeed those whose terms are expiring.

 

For each member of the Boardthere follows information given by each concerning his principal occupation andbusiness experience for the past five years, the name of other publicly heldcompanies on which he serves as a director and his age and length of service asa director of the Corporation.

 

No director or executive officeris related by blood, marriage or adoption to any other director or executiveofficer.

 

**Current Directors—Terms Expiring in 2005(Class II Directors)**

 

**Andrew R. Muir**, age 60, became a director in 2004.

 

*Andrew R. Muir* joined the Corporation as a director in December2004.  Dr. Muir is currently a privateconsultant advising emerging technology companies on a broad range of strategicand operational matters.  Followinghis 20 year career with Perkin Elmer Corporation in the U.S. and Europe, wherehe had positions of increasing responsibility in Engineering and OperationsManagement, he has served in a variety of management and advisory roles withemerging technology companies. Most recently,he served as Chairman and Chief Executive Officer of Select Therapeutics, Inc.,a development stage pharmaceutical company engaged in the development ofnovel pharmaceutical treatments utilizing technologies licensed from academicinstitutions.  He continues to serve as amember of the Board of Directors of the company.  Dr. Muir received his doctoral degree fromOxford University in the United Kingdom and MBA from Pace University in NewYork.

 

**Michael C. Turmelle**, age 45, became a director in 1993.

 

*Michael C.Turmelle* joined theCorporation in September 1987, and currently serves as President of SatConPower Systems, the Corporation’s largest division.  From January 2000 to January 2005,Mr. Turmelle was Vice President and Chief Operating Officer of theCorporation.  Previously, he served asVice President, Chief Financial Officer and Treasurer from November 1991until January 2000, as Secretary from June 1993 until May 2001and as Controller from September 1987 until November 1991.Mr. Turmelle became a director of the Corporation in June 1993. Priorto joining the Corporation, Mr. Turmelle held several positions with HADCOCorporation, a manufacturer of circuit boards, and with the aerospace divisionof General Electric Corporation. Mr. Turmelle holds a B.A. degree inEconomics from Amherst College.

 

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**Current Directors—Terms Expiring in 2006(Class III Directors)**

** **

**Marshall J. Armstrong**, age 69, became a director in 1994.

 

*Marshall J.Armstrong* joinedthe Corporation as a director in 1994. Mr. Armstrong previously served asChief Executive Officer and Chairman of the Board of Thermo Power Corporationfrom 1992 through 1997. Thermo Power provides research and development relatingto engines, cogeneration and refrigeration equipment to the marine, foodprocessing, transportation, power generating, petrochemical and pharmaceuticalindustries. From January 1998 to September 1999, Mr. Armstrongserved as Senior Vice President of Thermo Electron Corporation, where he hadbeen employed since 1968 in various capacities including management of ThermoElectron’s government affairs. Mr. Armstrong previously served as adirector of Thermo Sentron, Inc. Mr. Armstrong holds an M.S. degreefrom George Washington University and a B.S. degree in Mechanical Engineeringfrom the University of Vermont.

 

**Joseph E. Levangie**, age 59, became a director in 2004.

 

*Joseph E.Levangie* joined theCorporation as a director in December 2004. Mr. Levangie is Chief Executive Officer of JEL & Associates, afinancial and investment services firm based in Bedford, MA.  Previously, Mr. Levangie served asChief Financial Officer for Greenman Technologies, Inc., Colorgen Inc. andSpire Corporation.  Earlier in hiscareer, Mr. Levangie served as Executive Vice President of the Solar EnergyConservation Bank in Washington, D.C. and held management positions withNorthern Energy Corporation and AVCO Systems, a $100 million company, whichbecame a division of Textron, Inc. Mr. Levangie received his S.B from theMassachusetts Institute of Technology and his MBA from Harvard University’sGraduate School of Business Administration.

 

**Anthony J. Villiotti**, age 58, became a director in 2002.

 

*Anthony J.Villiotti* firstjoined the Corporation as a director in June 1997. Following hisresignation from the Board in January 2000, Mr. Villiotti re-joinedthe Corporation as a director in January 2002. Mr. Villiotti formerlyserved as Vice President and Chief Financial Officer of AquaSource, Inc.,a water resource management company, where he was responsible for all financialand information technology activities from May 1999 until his retirement inAugust 2003.   From October 1993until May 1999, Mr. Villiotti served as Vice President, Treasurer andController of DQE Enterprises, where he was responsible for identifying andimplementing investment opportunities and for all financial and administrativeactivities. From June 1990 through October 1993, Mr. Villiottiserved as Treasurer and Controller of DQE Enterprises. Mr. Villiotti holdsa B.S. degree in accounting from Pennsylvania State University.

 

**Current Directors—Terms Expiring in 2007(Class I Directors)**

 

**David B. Eisenhaure**, age 59, became a director in 1985.

 

*David B.Eisenhaure* joinedthe Corporation as President, Chief Executive Officer and Chairman of the Boardin 1985.  After Mr. Firebaugh assumes therole of President late in February 2005, Mr. Eisenhaure will continue as Chief Executive Officer and Chairmanof the Board.  Prior to founding theCorporation, Mr. Eisenhaure was associated with the Charles Stark DraperLaboratory, Incorporated from 1974 to 1985, and with its predecessor, theMassachusetts Institute of Technology’s Instrumentation Laboratory, from 1967to 1974. Mr. Eisenhaure holds S.B., S.M. and an Engineer’s Degree inMechanical Engineering from the Massachusetts Institute of Technology (“MIT”).Mr. Eisenhaure previously held an academic position at MIT, serving as 

 

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a lecturer in the Department of MechanicalEngineering. Mr. Eisenhaure also serves on the board of directors ofImplant Sciences Corporation.

 

**Alan P. Goldberg**, age 59, became a director in 1999.

 

*Alan P.Goldberg* joined theCorporation as a director in 1999. Mr. Goldberg serves as President andChief Executive Officer and has been a member of the board of directors ofFirst Albany Companies Inc., an investment bank, since 1993 and asPresident and Chief Executive Officer of First Albany Capital, Inc.Mr. Goldberg is active in industry and civic organizations and serves onthe board of several non-profit institutions in the Albany, New York region. Hereceived a B.A. degree in Government from Tufts University.

 

**James L. Kirtley, Jr.**, age 59, became a director in 1992.

 

*James L.Kirtley, Jr.,*joined the Corporation as a consultant in 1985 and became a director in 1992.From February 2000 until September 2004, Dr. Kirtley served as VicePresident and Chief Scientist of the Corporation and was previously employed ona on a full-time basis as the Vice President and General Manager of theCorporation’s Technology Center beginning in 1998. Dr. Kirtley currentlyserves as a consultant to the Corporation. Dr. Kirtley is also a Professorof Electrical Engineering at Massachusetts Institute of Technology (“MIT”)having served as a member of the MIT faculty since 1971. Dr. Kirtleyreceived his S.B., S.M., E.E. and PhD. degrees in Electrical Engineering fromMIT.

 

**Executive Officers of the Corporation**

 

**Millard S. Firebaugh,**age 64, will become anofficer in 2005

 

*Millard S.Firebaugh* agreed tobecome President and Chief Operating Officer of the Company in January 2005.  He is expected to begin serving in these rolesin late February 2005.  He recentlyresigned from his position with Electric Boat Corporation, a division ofGeneral Dynamics Corporation, where he served as Vice President — Innovationand Chief Engineer and was responsible for the operations of a 2800 personnuclear submarine design and engineering group. Rear Admiral Firebaugh served for more than 33 years in the U.S. Navy,retiring in 1995 as the Deputy Commander for Engineering and Chief Engineer forNaval Sea Systems Command.  He receivedhis B.S. in Physics, M.S. in Electrical Engineering, a Naval Engineerdegree and ScD. in Ocean Engineering, all from the Massachusetts Institute ofTechnology.

 

**Ralph M. Norwood**, age 61, became an Executive Officer in 2002

 

*Ralph M.Norwood* joined theCorporation in February 2002 and serves as Vice President of Finance,Chief Financial Officer and Treasurer. Prior to joining the Corporation,Mr. Norwood served as an independent financial consultant fromJune 2000 until February 2002. From 1976 to June 2000,Mr. Norwood was employed by the Polaroid Corporation, an instant imagingcompany and manufacturer of instant cameras, where he served in several financialpositions including as Vice President and Corporate Controller from 1989 to1996 and as Vice President and Treasurer from 1996 until his departure inJune 2000. Mr. Norwood is a Certified Public Accountant and receivedhis M.B.A. degree from the Darden School at the University of Virginia.

 

For additional informationrelating to Executive Officers of the Corporation, see disclosure regardingMessrs. Eisenhaure and Turmelle set forth under the heading “Directors ofthe Corporation.”

 

For information relating toshares of Common Stock owned by each of the directors and executive officers ofthe Corporation, see “Item 12.  SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters.”

 

## **Audit Committee of the Corporation**

 

The Company has a separately designated standing audit committeeestablished in accordance with section 3(a)(58)(A) of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). The Audit Committee consists of Messrs. Armstrong, Goldberg, and Villiotti.

 

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The Board of Directors ofthe Company has determined that Mr. Villiotti qualifies as an audit committeefinancial expert under Item 401(h) of Regulation S-K.  Further, all of the members of the AuditCommittee are “independent,” as that term is used in Item 7(d)(3)(iv) ofSchedule 14A of the Exchange Act.

 

**Section 16(a) Beneficial OwnershipReporting Compliance**

 

Section 16(a) of theExchange Act requires the Corporation’s directors, executive officers andholders of more than 10% of the Common Stock to file with the Securities andExchange Commission (the “SEC”) initial reports of ownership of the CommonStock and other equity securities on a Form 3 and reports of changes insuch ownership on a Form 4 or Form 5. Officers, directors and 10%stockholders are required by SEC regulations to furnish the Corporation withcopies of all Section 16(a) forms they file. To the Corporation’sknowledge, based solely on a review of the Corporation’s records and writtenrepresentations by the persons required to file such reports, all filingrequirements of Section 16(a) were satisfied with respect to theCorporation’s most recent fiscal year.

 

**Code of Ethics**

 

TheCorporation has adopted a code of ethics that applies to the Corporation’sprincipal executive officer, principal financial officer and principalaccounting officer.  Please see Exhibit14.1 to this Form 10-K/A.

 

**Item 11. EXECUTIVE COMPENSATION**

 

**Compensation ofExecutive Officers**

 

*Summary Compensation Table.*  Thefollowing table sets forth information concerning the annual and long-termcompensation for services rendered to the Corporation for the fiscal yearsended September 30, 2004, 2003 and 2002, of those persons who were atSeptember 30, 2004 (i) the chief executive officer of the Corporationand (ii) each other executive officer of the Corporation whose annualcompensation exceeded $100,000.

 

# **SUMMARYCOMPENSATION TABLE**

 
| ** **                         | ** ** | ** **       | ** ** | **Annual Compensation** | ** ** | **Long-Term   Compensation** | ** ** | ** **                          |       |
|------------------------------------|------------|------------------|------------|-------------------------|------------|------------------------------|------------|-------------------------------------|------------|
| ** **                         | ** ** | ** **       | ** ** | ** **              | ** ** | ** **                   | ** ** | ** **                          | ** ** | **Awards** | ** ** | ** ** |   |
| **Name  and Principal   Position** | ** ** | **Fiscal  Year** | ** ** | **Salary($)**           | ** ** | **Bonus($)**                 | ** ** | **Other Annual   Compensation ($)** | ** ** | **Securities   Underlying  Options (#)** | ** ** | **All Other   Compensation   ($)** |   |
| ** **                         | ** ** | ** **       | ** ** | ** **              | ** ** | ** **                   | ** ** | ** **                          | ** ** | ** ** | ** ** | ** ** |   |
| David B. Eisenhaure                | ** ** |             |       |                    |       |                         |       |                                |       |   |   |   |   |
| President, Chief                   | ** ** |             |       |                    |       |                         |       |                                |       |   |   |   |   |
| Executive Officer and              | ** ** | 2004             |       | $                       | 304,008    |                         | —     |                                | $          | 3,300 | (2) | — |   | $ | 22,087 | (3) |
| Chairman of the                    | ** ** | 2003             |       | $                       | 305,177    |                         | —     |                                | $          | 5,600 | (2) | — |   | $ | 24,787 | (3) |
| Board                              | ** ** | 2002             |       | $                       | 304,008    |                         | —     |                                | $          | 3,900 | (2) | — |   | $ | 20,787 | (3) |
| Michael C. Turmelle                |       |             |       |                    |       |                         |       |                                |       |   |   |   |   |
| VicePresident, Chief               |       | 2004             |       | $                       | 230,004    |                         | —     |                                | $          | 3,300 | (2) | — |   | $ | 19,995 | (4) |
| Operating Officer and              |       | 2003             |       | $                       | 230,889    |                         | —     |                                | $          | 5,600 | (2) | — |   | $ | 19,579 | (4) |
| Director                           |       | 2002             |       | $                       | 230,004    |                         | —     |                                | $          | 3,900 | (2) | — |   | $ | 18,027 | (4) |
| Ralph M. Norwood(1)                |       |             |       |                    |       |                         |       |                                |       |   |   |   |   |
| Vice President of                  |       |             |       |                    |       |                         |       |                                |       |   |   |   |   |
| Finance, Chief                     |       | 2004             |       | $                       | 210,002    |                         | —     |                                | —     |   | — |   | $ | 12,000 | (5) |
| Financial Officer and              |       | 2003             |       | $                       | 210,810    |                         | —     |                                | —     |   | — |   | $ | 16,421 | (5) |
| Treasurer                          |       | 2002             |       | $                       | 134,886    |                         | —     |                                | —     |   | 150,000 |   | $ | 7,802 | (5) |

 

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(1)                                  In February 2002, Mr. Norwood joined theCorporation as Vice President of Finance, Chief Financial Officer andTreasurer.

 

(2)                                  Amounts consist of Board fees paid toMessrs. Eisenhaure and Turmelle in their capacity as directors of theCorporation of $900 per quarter and $200 per Board meeting attended.

 

(3)                                  Includes the amounts of $9,787 for each of 2004,2003 and 2002 for the dollar value of term life insurance premiums paid by theCorporation on a $1,000,000 term life insurance policy of which members of theMr. Eisenhaure’s family are the beneficiaries. Also includes the amountsof $12,300 for 2004, $15,000 for 2003, and $11,000 for  the dollar value of the Corporation’scontributions under the Corporation’s 401(k) Plan.

 

(4)                                  Includes the amounts of $7,995 for each of 2004,2003 and 2002 for the dollar value of life insurance premiums paid by theCorporation on a $1,000,000 term life insurance policy of which members ofMr.Turmelle’s family are the beneficiaries. Also includes the amounts of$12,000 for 2004, $11,584 for 2003, and $11,000 for 2002 for the dollar valueof the Corporation’s contributions under the Corporation’s 401(k) Plan.

 

(5)                                  Includes the dollar value of the Corporation’scontributions under the Corporation’s 401(k) Plan.

 

 

                                                *Option Grants Table.*  There wereno individual grants of stock options to purchase the Common Stock made to theexecutive officers named in the Summary Compensation Table during Fiscal 2004.

 

*Aggregated Option Exercises and FiscalYear-End Option Value Table.*  The following table sets forthcertain information regarding stock options exercised during Fiscal 2004 andheld as of September 30, 2004 by the executive officers named in theSummary Compensation Table.

 

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# **AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR**

**AND FISCAL YEAR-ENDOPTION VALUES**

 
| ** **          | ** ** | ** **                          | ** ** | ** **                | ** ** | **Number of Securities   Underlying   Unexercised   Options at Fiscal   Year-End(#)** | ** ** | **Value of   Unexercised  In-The-Money  Options at Fiscal   Year-End($)(2)** | ** ** |
|---------------------|------------|-------------------------------------|------------|---------------------------|------------|---------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|
| **Name**            | ** ** | **Shares Acquired on Exercise (#)** | ** ** | **Value Realized ($)(1)** | ** ** | **Exercisable/   Unexercisable**                                                      | ** ** | **Exercisable/   Unexercisable**                                             | ** ** |
|                |       |                                |       |                      |       |                                                                                  |       |                                                                         |       |
| David B. Eisenhaure |       | —                              |       | —                    |       | 278,500/25,000                                                                        |       | $— /$—                                                             |       |
| Michael C. Turmelle |       | —                              |       | —                    |       | 251,450/25,000                                                                        |       | $— /$—                                                             |       |
| Ralph M. Norwood    |       | —                              |       | —                    |       | 90,000/60,000                                                                         |       | $— /$—                                                             |       |

 

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(1)                                  Represents the difference between the exerciseprice and the fair market value of the Common Stock on the date of exercise.

 

(2)                                  Value is based on the closing sale price of theCommon Stock on September 30, 2004, the last trading day of Fiscal 2004($1.89), less the applicable option exercise price.

 

**Compensation of Directors**

 

Outside (non-employee) directorsreceive $2,500 per quarter as a retainer for serving as a director. Outsidedirectors receive an additional $1,000 per Board meeting if attended in person,or $500 per Board meeting if attended by telephone. The Corporation also paysall out of pocket expenses reasonably incurred by outside directors inattending Board meetings. Employee directors receive a fee of $200 for eachBoard meeting attended, as well as a retainer of $900 per quarter.

 

During Fiscal 2004, theCorporation granted stock options to purchase shares of the Corporation’sCommon Stock to the members of the Board as follows: Mr. Goldberg: 23,000;and Mr. Villiotti: 23,000. The stock option exercise price is $3.12 pershare, and these stock options were exercisable immediately upon grant.   There were no grants during fiscal year 2004to Mr. Armstrong, Mr. Eisenhaure, Mr. Kirtley, Mr. Trumelle and Mr. Levangieand Dr. Muir.

 

During 2004, Mr. Armstrong, Mr.Kirtley and Dr. Wilson participated in the Corporation’s stock option exchangetender offer whereby certain options could be surrendered to the Corporation and,after a period of six months and 1 day, subject to certain conditions, newoptions would be granted at the then current market price.  Mr. Armstrong surrendered 32,000 optionsunder the plan on April 19, 2004 with an average exercise price of $16.24 pershare, and on October 20, 2004 was granted 19,000 options with an exerciseprice of $2.05 per share all of which were immediately exercisable.  Dr. Wilson, a former director of theCorporation,  surrendered 20,000 optionsunder the plan on April 19, 2004, with an average exercise price of $26.06 pershare, and on October 20, 2004 was granted 12,500 options with an exerciseprice of $2.05 per share all of which were immediately exercisable.  Mr. Kirtley surrendered 130,000 options underthe plan on April 19, 2004, with an average exercise price of $14.76 per share,and on October 20, 2004 was granted 91,700 options with an exercise price of$2.05 per share all of which were immediately exercisable.

 

On April 11, 2002, toencourage ownership in the Corporation by outside directors, to provide suchdirectors with a further incentive to remain as directors and to align theinterests of such directors with the interests of the Corporation’sstockholders, the Board adopted a director stock option program. Pursuant tothis program, (i) each individual who first becomes an outside director ofthe Corporation will receive a non-statutory stock option to purchase 15,000shares of the Common Stock on the date of his or her initial election to theBoard; and (ii) on the date of each Annual Meeting of Stockholders of theCorporation commencing with the 2002 Annual Meeting of Stockholders (other thana director who was

 

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initially elected to the Board at any suchAnnual Meeting of Stockholders or, if previously, at any time after the prioryear’s Annual Meeting of Stockholders), provided that he or she is serving as adirector immediately following the date of such Annual Meeting of Stockholders,(a) each outside director who is serving on the Corporation’s AuditCommittee will be granted a non-statutory stock option to purchase anadditional 5,000 shares of the Common Stock and (b) each outside directorwho is serving on the Compensation Committee will be granted a non-statutorystock option to purchase an additional 3,000 shares of the Common Stock. These non-statutorystock options will be immediately exercisable and will have exercise pricesequal to the closing price of the Common Stock on the NASDAQ National Market onthe date of grant.

 

**Employment Contracts,Termination of Employment and Change-in-Control Arrangements**

 

The Corporation has entered intoKey Employee Agreements (the “Employee Agreements”) withMessrs. Eisenhaure and Turmelle, which provide that each ofMessrs. Eisenhaure or Turmelle are entitled to receive as a severancepayment 100% of their annual salary plus benefits, payable in twelve equalmonthly installments, if (i) the Corporation or a substantial portion ofthe Corporation is acquired without the approval of the Board; or(ii) without their consent, either of their employment is terminatedwithout cause or either of their salaries are reduced, or there is asubstantial change in either one of their positions or there is a change intheir principal place of employment from the greater Boston, Massachusetts area.. The Employee Agreements also contain provisions prohibitingMessrs. Eisenhaure and Turmelle from competing with the Corporation for aone-year period following termination of employment.

 

**CompensationCommittee Interlocks and Insider Participation**

 

During Fiscal 2004,Messrs. Goldberg and Villiotti, both of whom are independent, inaccordance with Nasdaq requirements, served as members of the CompensationCommittee. Neither member was ever an officer or an employee of theCorporation.

 

**Item 12. SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**

 

**EquityCompensation Plans**

 

The following table providesinformation about the securities authorized for issuance under the Corporation’sequity compensation plans as of September 30, 2004.

 

**EQUITY COMPENSATIONPLAN INFORMATION**

 
| ** **                                                  | ** ** | **(a)**                                                                                                 | ** ** | **(b)**                                                                               | ** ** | **(c)**                                                                                                                                                   | ** ** |
|-------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| **Plan  Category**                                          | ** ** | **Number of Securities   to be Issued Upon   Exercise of   Outstanding Options,   Warrants and Rights** | ** ** | **Weighted-Average   Exercise Price of   Outstanding Options,   Warrants and Rights** | ** ** | **Number of Securities   Remaining Available for   Future Issuance Under   Equity Compensation Plans   (Excluding Securities   Reflected in Column (a))** | ** ** |
|                                                        |       |                                                                                                    |       |                                                                                  |       |                                                                                                                                                      |       |
| Equity compensation plans approved by  security holders     |       | 2,040,294                                                                                               |       | $                                                                                     | 6.18       |                                                                                                                                                      | 1,775,878  | (1) |
| Equity compensation plans not approved by  security holders |       | 21,000                                                                                                  | (2)        | $                                                                                     | 17.56      |                                                                                                                                                      | 195,000    | (3) |
| Total                                                       |       | 2,061,294                                                                                               |       | $                                                                                     | 6.30       |                                                                                                                                                      | 1,970,878  | (1)(3) |

 

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(1)                                  Includes 41,317 shares of the Common Stockissuable under the Corporation’s 1996 Stock Option Plan, 40,068 shares of theCommon Stock issuable under the Corporation’s 1998 Stock Incentive Plan,373,493 shares of the Common Stock issuable under the Corporation’s 1999 StockIncentive Plan, 720,500 shares of the Common Stock

 

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issuable under the Corporation’s2000 Stock Incentive Plan and 600,500 shares of the Common Stock issuable underthe Corporation’s 2002 Stock Incentive Plan.

 

(2)                                  Includes 21,000 shares of the Common Stockissuable upon exercise of option grants issued outside of existing stock optionplans to non-executive employees. These options were issued on January 19,2000 at an exercise price of $17.563 per share and expire on January 19,2010. The right to exercise these options vested in equal annual installmentsover the four-year period from the date of initial grant. These options must beexercised within 90 days after an employee’s termination or they expire.

 

(3)                                  Includes 195,000 shares of the Common Stockissuable outside of existing stock option plans.

 

On January 19, 2000, the Board grantedto four of the Corporation’s employees options exercisable in the aggregate ofup to 216,000 shares of Common Stock outside of the Corporation’sstockholder-approved equity compensation plans. The terms of these options aresubstantially similar to those of non-statutory stock options issued under theCorporation’s shareholder-approved 1999 Stock Incentive Plan.

 

**Security Ownership of Certain BeneficialOwners and Management**

 

The following table sets forth,as of December 31, 2004, certain information concerning the beneficialownership of the Common Stock by (i) each person known by the Corporationto own beneficially five percent (5%) or more of the outstanding shares of theCommon Stock; (ii) each of the Corporation’s executive officers anddirectors and (iii) all executive officers and directors as a group.

 

The number of sharesbeneficially owned by each 5% stockholder, director or executive officer isdetermined under rules of the SEC, and the information is not necessarily indicativeof beneficial ownership for any other purpose. Under such rules, beneficialownership includes any shares as to which the individual or entity has sole orshared voting power or investment power and also any shares which theindividual or entity has the right to acquire on or before February 23, 2005through the exercise of any stock option, warrant or other right. Unlessotherwise indicated, each person or entity has sole investment and voting power(or shares such power with his spouse) with respect to the shares set forth inthe following table. The inclusion herein of any shares deemed beneficiallyowned does not constitute an admission of beneficial ownership of those shares.

 
| **Name  and Address of Beneficial Owner(1)**                                               | ** ** | **Number of Shares   Beneficially   Owned(2)** | ** ** | **Percentage of Common   Stock Beneficially   Owned** | ** ** |
|--------------------------------------------------------------------------------------------|------------|------------------------------------------------|------------|-------------------------------------------------------|------------|
|                                                                                       |       |                                           |       |                                                  |       |
| **Directors and Named Executive Officers**                                                 |       |                                           |       |                                                  |       |
| Marshall J. Armstrong                                                                      |       | 79,000                                         |       | *                                                     |       |
| David B. Eisenhaure                                                                        |       | 3,177,594                                      |       | 9.6                                                   | %          |
| Alan P. Goldberg(3)  c/o First Albany Corporation   30 Pearl Street, #P1  Albany, NY 12207 |       | 122,500                                        |       | *                                                     |       |
| James L. Kirtley, Jr.                                                                      |       | 131,637                                        |       | *                                                     |       |
| Joseph E. Levangie                                                                         |       | 15,000                                         |       | *                                                     |       |
| Andrew R. Muir (4)                                                                         |       | 232,744                                        |       | *                                                     |       |
| Ralph M. Norwood                                                                           |       | 194,713                                        |       | *                                                     |       |
| Michael C. Turmelle                                                                        |       | 424,703                                        |       | 1.3                                                   | %          |
| Anthony J. Villiotti                                                                       |       | 69,000                                         |       | *                                                     |       |
| All executive officers and directors as a  group (eight persons)(3)                   |       | 4,446,890                                      |       | 13.4                                                  | %          |

 

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*                                         Less than 1%

 

(1)                                  The address for all executive officers anddirectors, other than Mr. Goldberg, is c/o SatCon Technology Corporation,27 Drydock Avenue, Boston, Massachusetts, 02210.

 

(2)                                  Includes the following number of shares of CommonStock issuable upon the exercise of outstanding stock options which may beexercised on or before Mach 1, 2005: Mr. Armstrong: 79,000; Mr. Eisenhaure: 268,500;Mr. Goldberg: 90,000; Dr. Kirtley: 125,800; Mr. Levangie15,000, Mr. Muir 15,000, Mr. Norwood: 170,000;Mr. Turmelle: 241,450; Mr. Villiotti: 69,000; all executiveofficers and directors as a group: 1,073.750. Also includes the followingnumber of shares of Common Stock to be issued before February 23, 2005 ascompany-matching grants under the SatCon Technology Corporation 401(k) Plan:Mr. Norwood: 1,291; Mr. Turmelle: 834; all executive officers anddirectors as a group: 2,125.

 

(3)                                  Includes 7,500 shares of Common Stock held byGoldberg Charitable Trust of which Mr. Goldberg is the trustee.Mr. Goldberg disclaims beneficial ownership of these shares.

 

(4)                                  Includes 12,000 shares of Common Stock issuableupon the exercise of Series B Warrants, 31,914 shares of Common Stock issuableupon the conversion of redeemable convertible Series B preferred stock.

 

**Item 13. CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS**

 

None.

 

## **Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES**

 

***Audit Fees***

 

GrantThornton LLP (“Grant Thornton”) billed fees of $319,350 during the fiscal yearended September 30, 2004 for professional services rendered for the auditof the Corporation’s financial statements included in this Annual Report onForm 10-K, the review of the financial statements included in theCorporation’s Quarterly Reports on Form 10-Q for the quarters endedDecember 27, 2003, March 27, 2004 and June 26, 2004 and reviewof registration statements filed during the most recent fiscal year. GrantThornton billed fees of $300,000 during the fiscal year endedSeptember 30, 2003 for professional services rendered for the audit of theCorporation’s financial statements included in its Annual Report onForm 10-K for the year ended September 30, 2003 and the review of thefinancial statements included in the Corporation’s Quarterly Report onForm 10-Q for the quarters ended December 28, 2002, March 29,2003 and June 28, 2003.

 

***Audit Related Fees***

*** ***

Therewere no fees paid to Grant Thornton that would constitute audit related feesbesides those described above in Audit Fees.

*** ***

***Tax Fees***

 

GrantThornton billed fees of $38,045 during the fiscal year ended September 30,2004 for professional services rendered for tax compliance, tax advice and taxplanning. Grant Thornton billed fees of $30,000 during the fiscal year endedSeptember 30, 2003 for professional services rendered for tax compliance,tax advice and tax planning.

*** ***

***All Other Fees***

#  

# **Grant Thornton did not bill the Corporation for any professionalservices in each of the last two fiscal years.**

 

**Part IV.**

 

**Item 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES**

 

Exhibits:

 

The exhibits listed in the Exhibit Indeximmediately preceding the exhibits are filed as part of this Annual Report onForm 10-K.

 

**10**

----

# ** **

# **SIGNATURES**

 

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the Registranthas duly caused this Annual Report on Form 10-K/A to be signed on itsbehalf by the undersigned, thereunto duly authorized, in the City of Boston,Commonwealth of Massachusetts on January 28, 2005.

 
|   | SATCON TECHNOLOGY CORPORATION |
|--------|-------------------------------|
|   |                          |
|   | By:                           | /s/ David B. Eisenhaure |   |
|   |                          | David B. Eisenhaure |
|   |                          | *President, Chief Executive Officer* |
|   |                          | *and Chairman  of the Board* |

 

Pursuant to the requirements ofthe Securities Exchange Act of 1934, this report has been signed by thefollowing persons in the capacities and on the dates indicated.

 
| **Name**                  | ** ** | **Capacity**                                            | ** ** | **Date**         |
|---------------------------|------------|---------------------------------------------------------|------------|------------------|
|                      |       |                                                    |       |             |
| /s/ David B. Eisenhaure   |       | Chairman of the Board of Directors, President and Chief |       | January 28, 2005 |
| David B. Eisenhaure       |       | Executive Officer (Principal Executive Officer)         |       |             |
|                      |       |                                                    |       |             |
| /s/ Ralph M. Norwood      |       | Vice President of Finance, Chief Financing Officer and  |       | January 28, 2005 |
| Ralph M. Norwood          |       | Treasurer (Principal Financial Officer)                 |       |             |
|                      |       |                                                    |       |             |
| /s/ John W. Peacock       |       | Controller and Chief Accounting Officer (Principal      |       | January 28, 2005 |
| John W. Peacock           |       | Accounting Officer)                                     |       |             |
|                      |       |                                                    |       |             |
| /s/ Michael C. Turmelle   |       | Director, Vice President                                |       | January 28, 2005 |
| Michael C. Turmelle       |       |                                                    |       |             |
|                      |       |                                                    |       |             |
| /s/ Marshall J. Armstrong |       | Director                                                |       | January 28, 2005 |
| Marshall J. Armstrong     |       |                                                    |       |             |
|                      |       |                                                    |       |             |
| /s/ Alan P. Goldberg      |       | Director                                                |       | January 28, 2005 |
| Alan P. Goldberg          |       |                                                    |       |             |
|                      |       |                                                    |       |             |
| /s/ James L. Kirtley, Jr. |       | Director                                                |       | January 28, 2005 |
| James L. Kirtley, Jr.     |       |                                                    |       |             |
|                      |       |                                                    |       |             |
| /s/ Joseph E. Levangie    |       | Director                                                |       | January 28, 2005 |
| Joseph E. Levangie        |       |                                                    |       |             |
|                      |       |                                                    |       |             |
| /s/ Andrew R. Muir        |       | Director                                                |       | January 28, 2005 |
| Andrew R. Muir            |       |                                                    |       |             |
|                      |       |                                                    |       |             |
| /s/ Anthony J. Villiotti  |       | Director                                                |       | January 28, 2005 |
| Anthony J. Villiotti      |       |                                                    |       |             |

 

11

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**EXHIBIT INDEX**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                              |
|-----------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |       |                                                                                                                                                                                                                                                                                                                                         |
|  2.1       |       | Stock Purchase Agreement, dated as of October 21, 1999, by and among  the Registrant, Mechanical Technology Incorporated, Ling Electronics, Inc.  and Ling Electronics, Ltd. is incorporated herein by reference to Exhibits to  the Registrant’s Current Report on Form 8-K dated October 21, 1999  (File No. 1-11512). |
|  2.2       |       | Asset Purchase Agreement, dated as of November 16, 1999, by and  between the Registrant and Northrop Grumman Corporation is incorporated  herein by reference to Exhibits to the Registrant’s Current Report on Form 8-K  dated November 16, 1999 (File No. 1-11512).                                                                   |
|  2.3       |       | Asset Purchase Agreement by and among Inverpower Controls Ltd., the  Registrant and SatCon Power Systems Canada Ltd., dated June 25, 2001, is  incorporated herein by reference to Exhibits to the Registrant’s Current  Report on Form 8-K dated July 13, 2001 (File No. 1-11512).                                                     |
|  2.4       |       | Asset Purchase Agreement, dated September 27, 2002, by and between  Sipex Corporation and the Registrant is incorporated herein by reference to  Exhibits to the Registrant’s Annual Report on Form 10-K for the fiscal year  ended September 30, 2002 (File No. 1-11512).                                                         |
|  3.1       |       | Certificate of Incorporation of the Registrant is incorporated herein  by reference to Exhibits to the Registrant’s Registration Statement on Form S-1  (File No. 33-49286).                                                                                                                                                            |
|  3.2       |       | Bylaws of the Registrant is incorporated herein by reference to  Exhibits to the Registrant’s Registration Statement on Form S-1 (File No. 33-49286).                                                                                                                                                                                   |
|  3.3       |       | Certificate of Amendment of Certificate of Incorporation of the  Registrant, as filed with the Secretary of State of the State of Delaware on  May 12, 1997, is incorporated herein by reference to Exhibits to the  Registrant’s Quarterly Report on Form 10-Q for the period ended March 31,  1997 (File No. 1-11512).                |
|  3.4       |       | Bylaws Amendment of the Registrant is incorporated herein by  reference to Exhibits to the Registrant’s Quarterly Report on Form 10-Q for  the period ended March 31, 1997 (File No. 1-11512).                                                                                                                                          |
|  3.5       |       | Certificate of Amendment of Certificate of Incorporation of the  Registrant, as filed with the Secretary of State of the State of Delaware on  March 17, 1999, is incorporated herein by reference to Exhibits to the  Registrant’s Current Report on Form 8-K dated August 25, 1999 (File No. 1-11512).                                |
|  3.6       |       | Certificate of Amendment of Certificate of Incorporation of the  Registrant, as filed with the Secretary of State of the State of Delaware on  March 15, 2000 is incorporated by reference to Exhibits to the Registrant’s  Annual Report on Form 10-K for the fiscal year ended September 30, 2000 (File  No. 1-11512).                |
|  3.7       |       | Certificate of Amendment of Certificate of Incorporation of the  Registrant, as filed with the Secretary of State of the State of Delaware on  May 4, 2001, is incorporated herein by reference to Exhibits to the  Registrant’s Quarterly Report on Form 10-Q for the period ended March 31,  2001 (File No. 1-11512).                 |
|  3.8       |       | Certificate of Designation of the Relative Rights and Preferences of  the Series A Convertible Preferred Stock of the Registrant, dated as of  February 14, 2003, is incorporated herein by reference to Exhibits to the  Registrant’s Current Report on Form 8-K dated February 18, 2003 (File  No. 1-11512).                     |
|  3.9       |       | Certificate of Designation of the Relative Rights and Preferences of  the Series B Convertible Preferred Stock of the Registrant, dated as of  October 31, 2003, is incorporated herein by reference to Exhibits to the  Registrant’s Current Report on Form 8-K dated October 31, 2003 (File No. 1-11512).                             |
|  4.1       |       | Specimen Certificate of Common Stock, $.01 par value, is incorporated  herein by reference to Exhibits to the Registrant’s Registration Statement on  Form S-1 (File No. 33-49286).                                                                                                                                                     |
| 10.1            |       | Employment Agreement, dated July 1, 1992, between the Registrant and  David B. Eisenhaure is incorporated herein by reference to Exhibits to the  Registrant’s Registration Statement on Form S-1 (File No. 33-49286).                                                                                                                  |
| 10.2            |       | Employment Agreement, dated July 1, 1992, between the Registrant and  Michael C. Turmelle is incorporated herein by reference to Exhibits to the  Registrant’s Registration Statement on Form S-1 (File No. 33-49286).                                                                                                                  |
| 10.3            |       | 1992 Stock Option Plan is incorporated herein by reference to  Exhibits to the Registrant’s Registration Statement on Form S-1 (File No. 33-49286).                                                                                                                                                                                     |

 

12

----

 
| 10.4  |   | 1994 Stock Option Plan is incorporated herein by reference to  Exhibits to the Registrant’s Annual Report on Form 10-K for the fiscal year  ended September 30, 1994 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                             |
|-------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.5  |   | 1996 Stock Option Plan is incorporated herein by reference to  Exhibits to the Registrant’s Annual Report on Form 10-K for the fiscal year  ended September 30, 1996 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                             |
| 10.6  |   | 1998 Stock Incentive Plan is incorporated herein by reference to  Exhibit B to the Registrant’s Definitive Schedule 14A filed January 26, 1999  (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                       |
| 10.7  |   | 1999 Stock Incentive Plan is incorporated herein by reference to  Exhibits to the Registrant’s Annual Report on Form 10-K for the fiscal year ended  September 30, 1999 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                               |
| 10.8  |   | 2000 Stock Incentive Plan is incorporated herein by reference to  Exhibit C to the Registrant’s Preliminary Schedule 14A filed March 19, 2001  (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                        |
| 10.9  |   | 2002 Stock Incentive Plan is incorporated herein by reference to  Exhibit A to the Registrant’s Definitive Schedule 14A filed January 28, 2002  (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                       |
| 10.10 |   | Lease, dated October 21, 1993, between the Registrant and  Gunwyn/First Street Limited Partnership is incorporated herein by reference  to Exhibits to the Registrant’s Registration Statement on Form S-1 (File No.  33-49286) and First Amendment to Lease, dated June 22, 1998, by and between  the Registrant and Gunwyn/First Street Limited Partnership is incorporated  herein by reference to Exhibits to the Registrant’s Annual Report on  Form 10-K for the fiscal year ended September 30, 1998 (File No. 1-11512). |
| 10.11 |   | Amended and Restated License Agreement, dated as of October 23, 1998,  by and between the Registrant and Beacon Power Corporation is incorporated  herein by reference to Exhibits to the Registrant’s Current Report on Form 8-K  dated October 23, 1998 (File No. 1-11512).                                                                                                                                                                                                                                                        |
| 10.12 |   | Asset Purchase Agreement, dated as of January 4, 1999, among K&D  MagMotor Corp., the Registrant, Inductive Components, Inc., Lighthouse  Software, Inc. and Thomas Glynn is incorporated herein by reference to  Exhibits to the Registrant’s Current Report on Form 8-K dated January 4, 1999  (File No. 1-11512).                                                                                                                                                                                                             |
| 10.13 |   | Asset Purchase Agreement, dated as of March 31, 1999, by and between  HyComp, Inc. and HyComp Acquisition Corp., a wholly-owned subsidiary of the  Registrant, is incorporated herein by reference to Exhibits to the  Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 1999  (File No. 1- 11512).                                                                                                                                                                                                                |
| 10.14 |   | Note Purchase Agreement, dated as of June 22, 1999, by and among  Beacon Power Corporation, Perseus Capital, L.L.C., DQE Enterprises, Inc.,  Micro Generation Technology Fund, L.L.C. and the Registrant is incorporated  herein by reference to Exhibits to the Registrant’s Quarterly Report on Form  10-Q for the period ended June 30, 1999 (File No. 1-11512).                                                                                                                                                                  |
| 10.15 |   | Note and Warrant Purchase Agreement, dated as of August 2, 1999, by  and among Beacon Power Corporation, Perseus Capital, L.L.C., DQE Enterprises,  Inc., Micro Generation Technology Fund, L.L.C. and the Registrant is  incorporated herein by reference to Exhibits to the Registrant’s Quarterly  Report on Form 10-Q for the period ended June 30, 1999 (File No. 1-11512).                                                                                                                                                          |
| 10.16 |   | Registration Rights Agreement, dated as of August 25, 1999, among the  Registrant and the investors named on the signature pages thereof is  incorporated herein by reference to Exhibits to the Registrant’s Current  Report on Form 8-K dated August 25, 1999 (File No. 1-11512).                                                                                                                                                                                                                                                  |
| 10.17 |   | Amendment No. 1 to Registration Rights Agreement, dated as of May 25,  2001, among the Registrant and the parties whose names appear on Schedule I  thereto is incorporated herein by reference to the Registrant’s Current  Report on Form 8-K dated May 25, 2001 (File No. 1-11512).                                                                                                                                                                                                                                                    |
| 10.18 |   | Form of Warrants issued on August 25, 1999 in connection with the  sale of the Series A Preferred Stock is incorporated herein by reference to  Exhibits to the Registrant’s Current Report on Form 8-K dated August 25, 1999  (File No. 1-11512).                                                                                                                                                                                                                                                                                        |
| 10.19 |   | Warrant, dated May 25, 2001, issued to Brown Simpson Partners I, Ltd.  is incorporated herein by reference to Exhibits to the Registrant’s Current  Report on Form 8-K dated May 25, 2001 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                        |
| 10.20 |   | Securities Purchase Agreement, dated as of October 21, 1999, between  the Registrant and Mechanical Technology Incorporated is incorporated herein  by reference to Exhibits to the Registrant’s Current Report on Form 8-K dated  October 21, 1999 (File No. 1-11512).                                                                                                                                                                                                                                                                   |
| 10.21 |   | SatCon Registration Rights Agreement, dated as of October 21, 1999,  between the Registrant and Mechanical Technology Incorporated is incorporated  herein by reference to Exhibits to the Registrant’s Current Report on Form 8-K  dated October 21, 1999 (File No. 1-11512).                                                                                                                                                                                                                                                       |
| 10.22 |   | MTI Registration Rights Agreement, dated as of October 21, 1999,  between Mechanical Technology                                                                                                                                                                                                                                                                                                                                                                                                                                                |

 

13

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|   |   | Incorporated and the Registrant is incorporated herein by reference  to Exhibits to the Registrant’s Current Report on Form 8-K dated October 21,  1999 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.23  |   | Form of Stock Purchase Warrant issued on October 21, 1999 by the  Registrant to Mechanical Technology Incorporated is incorporated herein by  reference to Exhibits to the Registrant’s Current Report on Form 8-K dated  October 21, 1999 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.24  |   | Form of Stock Purchase Warrant issued on October 21, 1999 by  Mechanical Technology Incorporated to the Registrant is incorporated herein  by reference to Exhibits to the Registrant’s Current Report on Form 8-K dated  October 21, 1999 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.25  |   | Sublease, dated November 16, 1999, between the Registrant and  Northrop Grumman Corporation is incorporated herein by reference to Exhibits  to the Registrant’s Current Report on Form 8-K dated November 16, 1999 (File  No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.26  |   | Memorandum of Understanding, entered into on November 16, 1999,  between the Registrant and Northrop Grumman Corporation is incorporated  herein by reference to Exhibits to the Registrant’s Current Report on Form 8-K  dated November 16, 1999 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.27  |   | Registration Rights Agreement, dated as of November 16, 1999, between  the Registrant and Northrop Grumman Corporation is incorporated herein by  reference to Exhibits to the Registrant’s Current Report on Form 8-K dated  November 16, 1999 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.28  |   | Stock Purchase Warrant issued on February 4, 2000 by the Registrant  to Northrop Grumman Corporation is incorporated herein by reference to the  Registrant’s Quarterly Report on Form 10-Q for the period ended December 31,  1999 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.29  |   | Consulting Agreement, dated July 19, 2000, between the Registrant and  Marshall J. Armstrong is incorporated herein by reference to the Registrant’s  Quarterly Report on Form 10-Q for the period ended June 30, 2000 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.30  |   | Agreement between the Department of Energy and the Registrant is  incorporated by reference to Exhibits to the Registrant’s Annual Report on  Form 10-K for the fiscal year ended September 30, 2000 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.31  |   | Master Lease Agreement, dated as of August 31, 2000, by and between  General Electric Corporation and the Registrant is incorporated by reference  to Exhibits to the Registrant’s Quarterly Report on Form 10-Q for the period  ended December 31, 2000 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.32  |   | Cooperation Agreement by and between the Registrant and Beacon Power  Corporation, dated April 25, 2001, is incorporated herein by reference to  Exhibits to the Registrant’s Quarterly Report on Form 10-Q for the period  ended March 31, 2001 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.33  |   | Strategic Collaboration Agreement between Chevron Energy Solutions,  LP and the Registrant, dated January 23, 2002, is incorporated herein by  referenced to Exhibits to the Registrant’s Quarterly Report on Form 10-Q for  the period ended March 30, 2002 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                              |
| 10.34  |   | Co-Operation, License and Supply Agreement by and among Hatch  Steltech Ltd., Siemens AG and SatCon Power Systems Canada Ltd., dated April  26, 2002, is incorporated herein by reference to Exhibits to the Registrant’s  Quarterly Report on Form 10-Q for the period ended June 29, 2002 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                               |
| 10.35  |   | Co-Operation, License and Supply Agreement by and between Hatch  Steltech Ltd. and SatCon Power Systems Canada Ltd., dated October 11, 2001 is  incorporated herein by reference to Exhibits to Registrant’s Annual Report on  Form 10-K for the fiscal year ended September 30, 2002 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                     |
| 10.36  |   | Change of Control Letter, dated February 11, 2002, between the  Registrant and Ralph M. Norwood is incorporated herein by reference to  Exhibits to Registrant’s Annual Report on Form 10-K for the fiscal year ended  September 30, 2002 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.37  |   | Investment Banking Agreement, by and between J.P. Turner &  Company, LLC and the Registrant, dated August 23, 2002 is incorporated herein  by reference to Exhibits to Registrant’s Annual Report on Form 10-K for the  fiscal year ended September 30, 2002 (File No. 1-11512).                                                                                                                                                                                                                                                                                                                                                                          |
| 10.38  |   | Loan and Security Agreement, dated September 13, 2002, between the  Registrant, SatCon Power Systems, Inc., SatCon Electronics, Inc., SatCon  Applied Technology, Inc., SatCon Power Systems Canada LTD. and Silicon Valley  Bank together with Negative Pledge Agreement, dated as of September 13, 2002,  by and among the Registrant, SatCon Power Systems, Inc., SatCon Electronics,  Inc., SatCon Applied Technology, Inc., SatCon Power Systems Canada LTD. and  Silicon Valley Bank is incorporated herein by reference to Exhibits to  Registrant’s Annual Report on Form 10-K for the fiscal year ended  September 30, 2002 (File No. 1-11512). |

 

14

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| 10.39 |   | Stock Purchase Warrant issued on September 13, 2002 by the Registrant  to Silicon Valley Bank together with Registration Rights Agreement, dated  September 13, 2002, by and between the Registrant and Silicon Valley Bank is  incorporated herein by reference to Exhibits to Registrant’s Annual Report on  Form 10-K for the fiscal year ended September 30, 2002 (File No. 1-11512).                                                                                                           |
|-------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.40 |   | Stock Purchase Warrant issued on December 19, 2002 by the Registrant  to Silicon Valley Bank together with Amendment No. 1 to Registration Right  Agreement, dated December 19, 2002, by and among Silicon Valley Bank,  Silicon Valley Bancshares and the Registrant is incorporated herein by  reference to Exhibits to Registrant’s Annual Report on Form 10-K for the  fiscal year ended September 30, 2002 (File No. 1-11512).                                                                 |
| 10.41 |   | Amended and Restated Accounts Receivable Financing Agreement, dated  April 4, 2003, by and among the Registrant and Silicon Valley Bank is  incorporated herein by reference to Exhibits to the Registrant’s Quarterly  Report on Form 10-Q for the period ended March 29, 2003 (File No. 1-11512).                                                                                                                                                                                                 |
| 10.42 |   | Stock Purchase Warrant issued on April 4, 2003 by the Registrant to  Silicon Valley Bank together with Amendment No. 2 to the Registration Rights  Agreement, dated April 4, 2003, by and among Silicon Valley Bank, Silicon  Valley Bancshares and the Registrant is incorporated herein by reference to  Exhibits to the Registrant’s Quarterly Report on Form 10-Q for the  period ended March 29, 2003 (File No. 1-11512).                                                                      |
| 10.43 |   | First Amendment to Amended and Restated Accounts Receivable Financing  Agreement, dated June 24, 2003, by and among the Registrant and Silicon  Valley Bank together with Second Amendment to Amended and Restated Accounts  Receivable Financing Agreement, dated August 11, 2003, by and among the  Registrant and Silicon Valley Bank is incorporated herein by reference to  Exhibits to the Registrant’s Quarterly Report on Form 10-Q for the  period ended June 28, 2003 (File No. 1-11512). |
| 10.44 |   | Third Amendment to Amended and Restated Accounts Receivable Financing  Agreement dated as of September 2, 2003, by and among the Registrant, SatCon  Power Systems, Inc., SatCon Electronics, Inc., SatCon Applied Technology,  Inc., SatCon Power Systems Canada Ltd. and Silicon Valley Bank is  incorporated herein by reference to Exhibits to the Registrant’s Current  Report on Form 8-K dated September 2, 2003 (File No. 1-11512).                                                              |
| 10.45 |   | Fourth Amendment to Amended and Restated Accounts Receivable  Financing Agreement dated as of September 10, 2003, by and among the  Registrant, SatCon Power Systems, Inc., SatCon Electronics, Inc., SatCon  Applied Technology, Inc., SatCon Power Systems Canada Ltd. and Silicon Valley  Bank is incorporated herein by reference to Exhibits to the Registrant’s  Current Report on Form 8-K dated September 10, 2003 (File No. 1-11512).                                                           |
| 10.46 |   | Fifth Amendment to Amended and Restated Accounts Receivable Financing  Agreement dated as of October 20, 2003, by and among the Registrant, SatCon  Power Systems, Inc., SatCon Electronics, Inc., SatCon Applied Technology,  Inc., SatCon Power Systems Canada Ltd. and Silicon Valley Bank is  incorporated herein by reference to Exhibits to the Registrant’s Annual  Report on Form 10-K to Form 10-K for the year ended September 30, 2003 (File  No. 1-11512).                                   |
| 10.47 |   | Sixth Amendment to Amended and Restated Accounts Receivable Financing  Agreement dated December 12, 2003, by and among the Registrant, SatCon Power  Systems, Inc., SatCon Electronics, Inc., SatCon Applied Technology, Inc.,  SatCon Power Systems Canada Ltd. and Silicon Valley Bank is incorporated  herein by reference to Exhibits to the Registrant’s Annual Report on Form 10-K  to Form 10-K for the year ended September 30, 2003 (File No. 1-11512).                                         |
| 10.48 |   | Stock Purchase Warrant issued on December 12, 2003 by the Registrant  to Silicon Valley together with Amendment No. 3 to the Registration Rights  Agreement, dated December 12, 2003, by and among Silicon Valley Bank,  Silicon Valley Bancshares and the Registrant is incorporated herein by  reference to Exhibits to the Registrant’s Annual Report on Form 10-K to Form  10-K for the year ended September 30, 2003 (File No. 1-11512).                                                       |
| 10.49 |   | Series A Convertible Preferred Stock Purchase Agreement, dated as of  February 18, 2003, by and among the Registrant and the purchasers set forth  on Exhibit A thereto is incorporated herein by reference to Exhibits to the  Registrant’s Current Report on Form 8-K dated February 18, 2003 (File  No. 1-11512).                                                                                                                                                                                |
| 10.50 |   | Registration Rights Agreement, dated as of February 18, 2003, by and  among the Registrant and the purchasers listed on Schedule I thereto is  incorporated herein by reference to Exhibits to the Registrant’s Current  Report on Form 8-K dated February 18, 2003 (File No. 1-11512).                                                                                                                                                                                                                  |
| 10.51 |   | Form of Series A Warrant to purchase shares of Common Stock of the  Registrant issued on February 18, 2003 in connection with the sale of the  Series A Convertible Preferred Stock is incorporated herein by                                                                                                                                                                                                                                                                                                 |

 

15

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|     |   | reference to Exhibits to the Registrant’s Current Report on  Form 8-K dated February 18, 2003 (File No. 1- 11512).                                                                                                                                                                                                                                                                                                                                                                                           |
|----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.52    |   | Form of Series B Warrant to purchase shares of Common Stock of the  Registrant issued on February 18, 2003 in connection with the sale of the  Series A Convertible Preferred Stock is incorporated herein by reference to  Exhibits to the Registrant’s Current Report on Form 8-K dated February  18, 2003 (File No. 1- 11512).                                                                                                                                                                            |
| 10.53    |   | Note and Warrant Purchase Agreement, dated as of February 18, 2003,  by and among the Registrant and the purchasers set forth on Exhibit A thereto  is incorporated herein by reference to Exhibits to the Registrant’s  Registration Statement on Amendment No. 3 to Form S-3 dated July 2, 2003.                                                                                                                                                                                                                |
| 10.54    |   | Registration Rights Agreement (for convertible notes), dated as of  February 18, 2003, by and among the Registrant and the purchasers listed on  Schedule I thereto is incorporated herein by reference to Exhibits to the  Registrant’s Current Report on Form 8-K dated February 18, 2003 (File No. 1-11512).                                                                                                                                                                                                   |
| 10.55    |   | Form of Secured Convertible Promissory Note to be issued by the  Registrant pursuant to Note and Warrant Purchase Agreement, dated as of  February 18, 2003, by and among the Registrant and the purchasers set forth  on Exhibit A thereto is incorporated herein by reference to Exhibits to the  Registrant’s Current Report on Form 8-K dated February 18, 2003 (File No. 1-11512).                                                                                                                           |
| 10.56    |   | Security Agreement, dated as of February 18, 2003, made by the  Registrant in favor of each of the Secured Parties whose names are set forth  on Exhibit A thereto is incorporated herein by reference to Exhibits to the  Registrant’s Current Report on Form 8-K dated February 18, 2003 (File No. 1-11512).                                                                                                                                                                                                    |
| 10.57    |   | Letter Agreement, dated February 12, 2003, by and between the  Registrant and Silicon Valley Bank is incorporated herein by reference to  Exhibits to the Registrant’s Current Report on Form 8-K dated February 18, 2003  (File No. 1-11512).                                                                                                                                                                                                                                                                    |
| 10.58    |   | Series B Convertible Preferred Stock Purchase Agreement, dated as of  October 31, 2003, by and among the Registrant and the purchasers set forth on  Exhibit A thereto is incorporated herein by reference to Exhibits to the  Registrant’s Current Report on Form 8-K/A dated October 31, 2003 (File  No. 1-11512).                                                                                                                                                                                         |
| 10.59    |   | Registration Rights Agreement, dated as of October 31, 2003, by and  among the Registrant and the purchasers listed on Schedule I thereto is  incorporated herein by reference to Exhibits to the Registrant’s Current  Report on Form 8-K/A dated October 31, 2003 (File No. 1-11512).                                                                                                                                                                                                                           |
| 10.60    |   | Form of Warrant to purchase shares of Common Stock of the Registrant  issued on October 31, 2003 in connection with the sale of the Series B  Convertible Preferred Stock thereto is incorporated herein by reference to  Exhibits to the Registrant’s Current Report on Form 8-K dated October  31, 2003 (File No. 1-11512).                                                                                                                                                                           |
| 10.61    |   | Teaming Agreement by and between General Atomics and the Registrant,  dated February 20, 2003 is incorporated herein by reference to Exhibits to  the Registrant’s Annual Report on Form 10-K/A Amendment No. 2 to Form 10-K  for the year ended September 30, 2002 (File No. 1-11512).                                                                                                                                                                                                                           |
| 10.62    |   | Modification to Teaming Agreement (Extension of Term) by and between  General Atomics and the Registrant, dated October 4, 2003 is  incorporated herein by reference to Exhibits to the Registrant’s Annual  Report on Form 10-K to Form 10-K for the year ended September 30, 2003 (File  No. 1-11512).                                                                                                                                                                                                     |
| 10.63    |   | Global Supply Agreement by and between Applied Materials, Inc. and  the Registrant, dated as of November 21, 2002 together with Technology Escrow  Agreement among Applied Materials, Inc., DSI Technology Escrow Services, Inc.  and any additional party signing the Acceptance Form attached to this  Agreement is incorporated herein by reference to Exhibits to the Registrant’s  Annual Report on Form 10-K/A Amendment No. 2 to Form 10-K for the year  ended September 30, 2002 (File No. 1-11512). |
| 10.64(*) |   | Seventh Amendment to Amended and Restated Accounts Receivable  Financing Agreement dated December 3, 2004, by and among the Registrant,  SatCon Power Systems, Inc., SatCon Electronics, Inc., SatCon Applied  Technology, Inc., SatCon Power Systems Canada Ltd. and Silicon Valley Bank.                                                                                                                                                                                                                             |
| 10.65(*) |   | Facilities Lease, dated May 12, 2004, between the Registrant and Zoom  Group, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.66(*) |   | Eighth Amendment to Amended and Restated Accounts Receivable  Financing Agreement dated December 21, 2004, by and among the Registrant,  SatCon Power Systems, Inc., SatCon Electronics, Inc., SatCon Applied  Technology, Inc., SatCon Power Systems Canada Ltd. and Silicon Valley.                                                                                                                                                                                                                                  |

 

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|    |   | the year ended September 30, 2004 (File No. 1-11512).                                               |
|---------|--------|-----------------------------------------------------------------------------------------------------|
| 14.1(*) |   | Code of Ethics.                                                                                     |
| 21.1(*) |   | Subsidiary of the Registrant                                                                        |
| 23.1(*) |   | Consent of Grant Thornton LLP.                                                                      |
| 31.1    |   | Certification by Chief Executive Officer Pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002 |
| 31.2    |   | Certification by Chief Financial Officer Pursuant to Section 302 of  the Sarbanes-Oxley Act of 2002 |

 

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(*)              Previously filed asan Exhibit to the Annual Report on Form 10-K for the fiscal year endedSeptember 30, 2004.

 

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