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) January 18, 2007
CAPSTONE TURBINE CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-15957
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95-4180883 |
| (State or other jurisdiction
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(Commission file number)
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(I.R.S. Employer |
| of incorporation)
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Identification No.) |
21211 Nordhoff Street, Chatsworth, California 91311
(Address of principal executive offices) (Zip Code)
(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 Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Section 1 — Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement.
On January 18, 2007, Capstone Turbine Corporation, a Delaware corporation (the “Company”), entered
into a Placement Agency Agreement (the “Placement Agency Agreement”), with A.G. Edwards & Sons,
Inc. (“A.G. Edwards”), as placement agent, relating to the issuance and sale by the
Company of 40,000,000 shares of
common stock of the Company, par value $0.001 per share (“Common Stock”), and warrants to purchase
20,000,000 shares of Common Stock at an initial exercise price of
$1.30 per share (“Warrants”) to the signatories to the Subscription Agreements
(as defined below) at a price of $1.14 per unit. The five-year Warrants are immediately
exercisable, and will include anti-dilution provisions subject to certain limitations. A copy of
the Placement Agency Agreement is attached hereto as Exhibit 1.1 to this report and is incorporated
herein by reference. A copy of the form of Warrant is attached hereto as Exhibit 4.1 to this report
and is incorporated herein by reference. The description of the Warrants is a summary only and is
qualified in its entirety by reference to Exhibit 4.1.
In connection with the offering, the Company entered into subscription agreements, dated January
18, 2007 (the “Subscription Agreements”), between the Company and the investor signatories thereto.
The form of Subscription Agreement is attached hereto as Exhibit 10.1 to this report and is
incorporated herein by reference.
A.G. Edwards acted as placement agent for the offering and will receive placement fees
equal to 4.8% of the gross proceeds of the offering.
First Albany Capital will receive a financial advisory fee equal to 1.2% of the gross proceeds of
the offering.
The Company is making the issuance and sale pursuant to a shelf registration statement on Form S-3
(Registration No. 333-128164) declared effective by the Securities and Exchange Commission on
September 14, 2005.
Section 2 — Financial Information
Item 2.02 Results of Operations and Financial Condition.
On January 19, 2007, the Company issued a press release regarding its preliminary third quarter
fiscal 2007 operating results. A copy of the press release is
attached hereto as Exhibit 99.2 to
this report and is incorporated by reference herein.
Section 8 — Other Events
Item 8.01 Other Events.
New York Market Developments
We have been in negotiations with CapGen CHP, Inc., an independent dealer and consultant focusing
on the New York market (“CapGen”), to convert the existing dealer arrangement to an original
equipment manufacturing relationship. The CapGen dealer agreement expired December 31, 2006. Based
on discussions to date, management believes that we have an oral understanding with CapGen that
will lead to an OEM agreement. There can be no assurance that a definitive agreement will be
executed, and failure to enter into such an agreement could have a material adverse effect on our
business.
Legal Proceedings
With respect to the purported shareholder class action lawsuit that was filed in December 2001 in
the United States District Court for the Southern District of New York (the “District Court”)
against the Company, two of its then officers, and the underwriters of the Company’s initial public
offering, which lawsuit has previously been disclosed in the Company’s periodic filings, the United
States Court of Appeals for the Second Circuit (the “Second Circuit”) issued an opinion vacating
the District Court’s certification of a litigation class in that portion of the case between the
Plaintiffs and the underwriter defendants on December 5, 2006. Because the Second Circuit’s
opinion was directed to the class certified by the District Court for the Plaintiffs’ litigation
against the underwriter defendants, the opinion’s effect on the class certified by the District
Court for the company’s settlement is unclear. On January 5, 2007, Plaintiffs filed a petition for
rehearing en banc by the Second Circuit.
The proposed settlement is pending final approval by the District Court. There can be no assurance
that the settlement will be approved and, because of the inherent uncertainties of litigation, the
Company cannot accurately predict the ultimate outcome of the case if it is not approved.