UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 4, 2009 (May 4, 2009)
CAPSTONE TURBINE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-15957
(Commission File Number)
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95-4180883
(I.R.S. Employer
Identification No.) |
21211 Nordhoff Street, Chatsworth, California 91311
(Address of principal executive offices)
(818) 734-5300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement.
On May 4, 2009, Capstone Turbine Corporation, a Delaware corporation (the “Company”), entered
into a placement agent agreement (the “Placement Agent Agreement”) pursuant to which Lazard Capital
Markets LLC served as the exclusive placement agent (the “Placement Agent”) relating to the
issuance and sale by the Company to select institutional investors (the “Investors”) of up to
14,450,868 (“Units”), with each unit consisting of one share of the Company’s common stock, par value
$0.001 per share (“Common Stock”), and a warrant (“Warrant”) to purchase 0.75 of a share of Common
Stock. The sale of the Units is being made pursuant to Subscription Agreements, each dated May 4,
2009 (the “Subscription Agreements”), with each of the Investors, pursuant to which the Investors
agreed to purchase the Units at a purchase price of $0.865 per Unit. In the aggregate, the
Company would issue up to 14,450,868 shares of Common Stock (the “Shares”) and Warrants to purchase
up to 10,838,151 shares of Common Stock pursuant to the terms of the Placement Agent Agreement and
the related Subscription Agreements. The Warrants to be issued to each Investor would generally be
exercisable for a period of seven years from the date of issuance, and would carry an exercise
price of $0.95 per share. The Company anticipates raising gross proceeds of approximately $12.5
million. The net offering proceeds to the Company from the sale of the Units, after deducting the
Placement Agent’s fees and other estimated offering expenses payable by the Company, are expected
to be approximately $11.2 million. The closing of the offering is expected to take place on or about
May 7, 2009, subject to the satisfaction of customary closing conditions.
The Company is offering the Common Stock and Warrants, and the shares of Common Stock issuable
upon exercise of the Warrants, pursuant to a prospectus dated February 4, 2009 and a prospectus
supplement dated May 4, 2009 (the “Prospectus Supplement”), pursuant to the Company’s shelf
registration statement on Form S-3 (Registration No. 333-156459) declared effective by the
Securities and Exchange Commission on February 4, 2009.
The legal opinion of Waller Lansden Dortch & Davis, LLP relating to the Securities is filed as
Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing is only a brief description of the material terms of the Placement Agent
Agreement, the Warrants and the Subscription Agreements, does not purport to be a complete
description of the rights and obligations of the parties thereunder and is qualified in its
entirety by reference to the Prospectus Supplement, Placement Agent Agreement, the form of Warrant
and the form of Subscription Agreement, respectively, that are filed
as Exhibits 99.2, 1.1, 4.1 and 10.1
to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.02 Results of Operations and Financial Condition.
The
Company expects its revenue for the year ended March 31, 2009 to be approximately $44.0
million. This estimate reflects an increase of approximately 41% over the revenue recorded for the
previous year ended March 31, 2008 of $31.3 million.
Additionally, the Company expects its cash and cash equivalents balance to decrease by
approximately $23.1 million from March 31, 2008 to $19.5 million as of March 31, 2009. The net decrease in cash and cash equivalents reflects the
timing of cash receipts on the increased revenue, increased costs and capital expenditures related
to the launch of the C200 and C1000 Series products offset by the proceeds from the equity offering
in September 2008.
The Company’s backlog is expected to improve by $33.5 million, or 120%, to $61.4 million as of
March 31, 2009 as compared to $27.9 million as of March 31, 2008.
The
information set forth above is estimated and is subject to change.
The Company is currently
finalizing its financial statements for the year ended March 31, 2009. Complete results for the
year ended March 31, 2009 will be announced on Monday, June 15, 2009. The Company will also hold a
live conference call and webcast on June 15, 2009 at 1:45 p.m. PST (4:45 p.m. EST) to discuss the
financial results.
Item 8.01 Other Events
On May 4, 2009, the Company issued a press release with respect to the pricing of its offer
and sale of Units. A copy of the press release is attached hereto as
Exhibit 99.1 to this report and is incorporated by reference herein.
The outstanding balance as of March 31, 2009 on the Company’s $10.0
million line of credit with Wells Fargo Bank, National Association was $3.7
million. On May 3, 2009, the Company received from Wells Fargo a waiver of
its noncompliance with two financial covenants in the credit facility
agreements regarding the Company’s monthly book net worth and quarterly
net income. If the Company had not received the waiver or if it fails to
comply with the financial covenants contained in the credit facility
agreements in the future, it would not be able to draw additional funds
under the line of credit. Based on the Company’s internal projections, it does
not expect any future covenant defaults. However, in order to increase the
likelihood of compliance in fiscal 2010, the Company will seek an amendment
to modify certain financial covenants under its line of credit. No assurance
can be given that the Company will be successful in obtaining such an
amendment.
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