-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U/67mX+o3axzL37GGnrK/G2nTRboXM/vQ10dgSkiSGk1J/S/ozUPIO/j9geko1W6 84D5DV5q9LKRmIDA3B2Mpg== 0000902664-08-002175.txt : 20080609 0000902664-08-002175.hdr.sgml : 20080609 20080609171322 ACCESSION NUMBER: 0000902664-08-002175 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080609 DATE AS OF CHANGE: 20080609 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SATCON TECHNOLOGY CORP CENTRAL INDEX KEY: 0000889423 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042857552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43366 FILM NUMBER: 08888831 BUSINESS ADDRESS: STREET 1: 27 DRYDOCK AVENUE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6178972400 MAIL ADDRESS: STREET 1: 27 DRYDOCK AVENUE CITY: BOSTON STATE: MA ZIP: 02210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENDELL JEFFREY L ET AL CENTRAL INDEX KEY: 0000948904 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 31 WEST 52ND ST STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 2: 200 PARK AVENUE SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 SC 13G 1 p08-1067sc13g.htm SATCON TECHNOLOGY CORPORATION

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

 

 

 

Satcon Technology Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

803893106

(CUSIP Number)

 

May 29, 2008

Date of event which requires filing of this statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

 

 

 

(Page 1 of 11 Pages)

 

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 


CUSIP No. 803893106

 

13G

Page 2 of 10 Pages

 

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Tontine Overseas Associates, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

690,273

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

690,273

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

690,273

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.38%

12

TYPE OF REPORTING PERSON

IA**

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 


CUSIP No. 803893106

 

13G

Page 3 of 10 Pages

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Tontine Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,737,605

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,737,605

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,737,605

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.45%

12

TYPE OF REPORTING PERSON**

PN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 


CUSIP No. 803893106

 

13G

Page 4 of 10 Pages

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Tontine Capital Management, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,737,605

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,737,605

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,737,605

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.45%

12

TYPE OF REPORTING PERSON**

IA

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 


CUSIP No. 803893106

 

13G

Page 5 of 10 Pages

 

 

 

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Jeffrey L. Gendell

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

4,427,878

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

4,427,878

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,427,878

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.83%

12

TYPE OF REPORTING PERSON**

IN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 


CUSIP No. 803893106

 

13G

Page 6 of 10 Pages

 

 

Item 1(a).

NAME OF ISSUER:

 

The name of the issuer is Satcon Technology Corporation (the "Company").

 

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

The Company's principal executive offices are located at 27 Drydock Avenue, Boston, Massachusetts 02210.

 

Item 2(a).

NAME OF PERSON FILING:

 

This statement is filed by:

 

(i)

Tontine Overseas Associates, L.L.C., a limited liability company organized under the laws of the State of Delaware ("TOA"), which serves as investment manager to Tontine Capital Overseas Master Fund, L.P., a Cayman Islands partnership ("TCO"), with respect to the shares of Common Stock directly owned by TCO;

 

(ii)

Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP") with respect to the shares of Common Stock directly owned by it;

 

(iii)

Tontine Capital Management, L.L.C., a Delaware limited liability company organized under the laws of the State of Delaware ("TCM"), with respect to the shares of Common Stock directly owned by TCP;

 

(iv)

Jeffrey L. Gendell, a United States citizen ("Mr. Gendell") with respect to the shares of Common Stock directly owned by each of TCO and TCP.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

 

 

 

 

 

 


CUSIP No. 803893106

 

13G

Page 7 of 10 Pages

 

 

 

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE:

 

The address of the business office of each of the Reporting Persons is 55 Railroad Avenue, Greenwich, Connecticut 06830.

 

Item 2(c).

CITIZENSHIP:

 

See Item 2(a) above.

 

Item 2(d).

TITLE OF CLASS OF SECURITIES:

 

 

 

Common Stock, $0.01 par value (the "Common Stock")

 

Item 2(e).

CUSIP NUMBER:

 

 

 

803893106

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) or 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

(a)

o

Broker or dealer registered under Section 15 of the Act

(b)

o

Bank as defined in Section 3(a)(6) of the Act

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

o

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

o

Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),

(f)

o

Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),

(g)

o

Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),

(h)

o

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

o

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

Not applicable.

 

 

 

 

 

 


CUSIP No. 803893106

 

13G

Page 8 of 10 Pages

 

 

Item 4.

OWNERSHIP.

 

A.

Tontine Overseas Associates, L.L.C.

 

 

(a)

Amount beneficially owned: 690,273

 

 

 

(b)

Percent of class: 1.38%

 

 

 

The percentages used herein and in the rest of Item 4 are calculated based upon the 50,165,782 shares of Common Stock issued and outstanding as of May 1, 2008 as reflected in the Company's Form 10-Q for the quarterly period ended March 29, 2008.

 

 

(c)

(i)

Sole power to vote or to direct the vote: 0

 

 

 

(ii)

Shared power to vote or to direct the vote: 690,273

 

 

 

(iii)

Sole power to dispose or to direct the disposition: 0

 

 

 

(iv)

Shared power to dispose or to direct the disposition: 690,273

 

 

 

 

 

B.

Tontine Capital Partners, L.P.

 

 

(a)

Amount beneficially owned: 3,737,605

 

 

(b)

Percent of class: 7.45%

 

 

(c)

(i)

Sole power to vote or to direct the vote: 0

 

 

 

(ii)

Shared power to vote or to direct the vote: 3,737,605

 

 

 

(iii)

Sole power to dispose or to direct the disposition: 0

 

 

 

(iv)

Shared power to dispose or to direct the disposition: 3,737,605

 

 

 

 

 

C.

Tontine Capital Management, L.L.C.

 

 

(a)

Amount beneficially owned: 3,737,605

 

 

(b)

Percent of class: 7.45%

 

 

(c)

(i)

Sole power to vote or to direct the vote: 0

 

 

 

(ii)

Shared power to vote or to direct the vote: 3,737,605

 

 

 

(iii)

Sole power to dispose or to direct the disposition: 0

 

 

 

(iv)

Shared power to dispose or to direct the disposition: 3,737,605

 

 

 

 

 

D.

Jeffrey L. Gendell

 

 

(a)

Amount beneficially owned: 4,427,878

 

 

(b)

Percent of class: 8.83%

 

 

(c)

(i)

Sole power to vote or to direct the vote: 0

 

 

 

(ii)

Shared power to vote or to direct the vote: 4,427,878

 

 

 

(iii)

Sole power to dispose or to direct the disposition: 0

 

 

 

(iv)

Shared power to dispose or to direct the disposition: 4,427,878

 

 

 

 

 

 

 


CUSIP No. 803893106

 

13G

Page 9 of 10 Pages

 

 

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

 

 

Not applicable.

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

TCM, the general partner of TCP, has the power to direct the affairs of TCP, including decisions respecting the disposition of the proceeds from the sale of the shares of the Company. Mr. Gendell is the managing member of TCM and TOA, and in that capacity directs their operations. Each of the clients of TOA has the power to direct the receipt of dividends from or the proceeds of sale of such shares.

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

 

 

Not applicable.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

 

 

See Item 2.

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP.

 

 

 

Not applicable.

 

Item 10.

CERTIFICATION.

 

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 

 


CUSIP No. 803893106

 

13G

Page 10 of 10 Pages

 

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: June 9, 2008

 

 

BY:

/s/ JEFFREY L. GENDELL

 

 

Jeffrey L. Gendell, individually, and as

 

 

managing member of

 

 

Tontine Capital Management, L.L.C.,

 

 

general partner of

 

 

Tontine Capital Partners, L.P. and as

 

 

managing member of

 

 

Tontine Overseas Associates, L.L.C.

 

 

 

 

 

 

 

 

 

 

 

-----END PRIVACY-ENHANCED MESSAGE-----