-----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, BP6D9OEz9vOpdOyJRaRNjOv8RkYNFv6EwXl1wvrdojg9mIKFRwcsWHWn4SzZe1FJ kK8hVophyLMz4LLSa3ZOXg== 0000921530-01-000068.txt : 20010213 0000921530-01-000068.hdr.sgml : 20010213 ACCESSION NUMBER: 0000921530-01-000068 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010212 GROUP MEMBERS: BROWN SIMPSON ASSET MANAGEMENT, LLC GROUP MEMBERS: BROWN SIMPSON CAPITAL, LLC GROUP MEMBERS: BROWN SIMPSON PARTNERS I, LTD. GROUP MEMBERS: BROWN SIMPSON STRATEGIC GROWTH FUND L P GROUP MEMBERS: BROWN SIMPSON STRATEGIC GROWTH FUND, L.P. GROUP MEMBERS: BROWN SIMPSON STRATEGIC GROWTH FUND, LTD. 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: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-43366 FILM NUMBER: 1534769 BUSINESS ADDRESS: STREET 1: 161 FIRST STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6176610540 MAIL ADDRESS: STREET 1: 161 FIRST STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN SIMPSON STRATEGIC GROWTH FUND L P CENTRAL INDEX KEY: 0001074478 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET 40TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 0001.txt SCH 13G AMENDMENT NO. 1 RE SATCON TECHNOLOGY CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* SATCON TECHNOLOGY CORPORATION ----------------------------- (Name of Issuer) Common Stock, $.01 Par Value ---------------------------- (Title of Class of Securities) 803893106 --------- (CUSIP Number) December 31, 2000 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the purpose of Section 18 of the Securities Exchange Act of 1934 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). Continued on the following page(s) Page 1 of 16 pages Exhibit Index: Page 13 SCHEDULE 13G CUSIP No. 803893106 Page 2 of 16 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) BROWN SIMPSON STRATEGIC GROWTH FUND, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power Number of 0 Shares Beneficially 6 Share Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount of Beneficially Owned by Each Reporting Person 0% 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 803893106 Page 3 of 16 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) BROWN SIMPSON CAPITAL, LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Onl y 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power Number of 0 Shares Beneficially 6 Share Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount of Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 803893106 Page 4 of 16 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) BROWN SIMPSON STRATEGIC GROWTH FUND, LTD. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Share Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount of Beneficially Owned by Each Reporting Person 0 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 0% 12 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 803893106 Page 5 of 16 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) BROWN SIMPSON PARTNERS I, LTD. 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 0 Shares Beneficially 6 Share Voting Power Owned By 1,246,900 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,246,900 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,246,900 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 8.57 % 12 Type of Reporting Person* OO * SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 803893106 Page 6 of 16 Pages 1 Name of Reporting Person I.R.S. Identification No. of Above Persons (ENTITIES ONLY) BROWN SIMPSON ASSET MANAGEMENT, LLC 2 Check the Appropriate Box If a Member of a Group* a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power Number of 0 Shares Beneficially 6 Share Voting Power Owned By 1,246,900 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,246,900 9 Aggregate Amount of Beneficially Owned by Each Reporting Person 1,246,900 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [_] 11 Percent of Class Represented By Amount in Row (9) 8.57 % 12 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 16 Pages Item 1(a) Name of Issuer: SatCon Technologies Corporation (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 161 First Street, Cambridge, MA 02142 Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Brown Simpson Strategic Growth Fund, L.P. ("BSSGF L.P."); (ii) Brown Simpson Capital, LLC ("Brown Simpson Capital"); (iii) Brown Simpson Strategic Growth Fund, Ltd. ("BSSGF Ltd."); (iv) Brown Simpson Partners I, Ltd. ("Brown Simpson Partners I"); and (v) Brown Simpson Asset Management, LLC ("Brown Simpson Asset Management"). This statement constitutes an initial filing for Brown Simpson Partners I. The General Partner of BSSGF L.P. is Brown Simpson Capital. Brown Simpson Asset Management serves as the investment manager to BSSGF Ltd. and Brown Simpson Partners I pursuant to separate investment management contracts. As of January 1, 2001, each of Matthew C. Brown, Peter D. Greene, Mitchell D. Kaye, and James R. Simpson holds a 25% interest in each of Brown Simpson Asset Management. Prior to December 31, 2000, BSSGF, L.P. and BSSGF Ltd. transferred all Shares of the issuer held for their respective accounts to Brown Simpson Partners I. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of BSSGF L.P., Brown Simpson Capital and Brown Simpson Asset Management is Carnegie Hall Tower, 152 West 57th Street, 21st Floor, New York, NY 10019. The address of the principal business office of each of BSSGF Ltd. and Brown Simpson Partners I is Walkers Attorneys-at-Law, P.O. Box 265GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands. Item 2(c) Citizenship: (i) BSSGF L.P. is a New York limited partnership; (ii) Brown Simpson Capital is a New York limited liability company; (iii) BSSGF Ltd. is a Cayman Islands corporation; (iv) Brown Simpson Partners I is a Cayman Islands corporation; and (v) Brown Simpson Asset Management is a New York limited liability company. Page 8 of 16 Pages Item 2(d) Title of Class of Securities: Common Stock, $.01 par value (the "Shares") Item 2(e) CUSIP Number: 803893106 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Item 3. This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2000, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) Each of BSSGF L.P., BSSGF Ltd. and Brown Simpson Capital may be deemed to be the beneficial owner of 0 Shares. (ii) Each of Brown Simpson Partners I and Brown Simpson Asset Management may be deemed to be the beneficial owner of 1,246,900 Shares held for the account of Brown Simpson Partners I. This number assumes the exercise of warrants into 675,000 Shares held for the account of Brown Simpson Partners I. Item 4(b) Percent of Class: (i) The number of Shares of which each of BSSGF L.P., BSSGF Ltd. and Brown Simpson Capital may be deemed to be the beneficial owner constitutes 0% of the total number of Shares outstanding. (ii) The number of Shares of which each of Brown Simpson Partners I and Brown Simpson Asset Management may be deemed to be the beneficial owner constitutes approximately 8.57% of the total number of Shares outstanding (assuming the exercise of warrants held for the account of Brown Simpson Partners I). Item 4(c) Number of shares as to which such person has: BSSGF L.P. - ---------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Page 9 of 16 Pages Brown Simpson Capital - --------------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 BSSGF Ltd. - ---------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 Brown Simpson Partners I - ------------------------ (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,246,900 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,246,900 Brown Simpson Asset Management - ------------------------------ (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,246,900 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,246,900 Item 5. Ownership of Five Percent or Less of a Class: As of December 31, 2000, each of BSSGF L.P., BSSGF Ltd. and Brown Simpson Capital ceased to be the beneficial owner of more than five percent of the Shares. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Page 10 of 16 Pages The shareholders of Brown Simpson Partners I have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held by Brown Simpson Partners I in accordance with their ownership interests in Brown Simpson Partners I. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its 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. Page 11 of 16 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 12, 2001 BROWN SIMPSON STRATEGIC GROWTH FUND, L.P. By: Brown Simpson Capital, LLC Its General Partner By: /S/ PETER D. GREENE ------------------------------------------ Peter D. Greene Managing Principal Date: February 12, 2001 BROWN SIMPSON CAPITAL, LLC By: /S/ PETER D. GREENE ------------------------------------------ Peter D. Greene Managing Principal Date: February 12, 2001 BROWN SIMPSON STRATEGIC GROWTH FUND, LTD. By: Brown Simpson Asset Management, LLC Its Investment Manager By: /S/ PETER D. GREENE ------------------------------------------ Peter D. Greene Managing Principal Date: February 12, 2001 BROWN SIMPSON PARTNERS I, LTD. By: /S/ PETER D. GREENE ------------------------------------------ Peter D. Greene Attorney-in-Fact Page 12 of 16 Pages Date: February 12, 2001 BROWN SIMPSON ASSET MANAGEMENT, LLC By: /S/ PETER D. GREENE ------------------------------------------ Peter D. Greene Managing Principal Page 13 of 16 Pages EXHIBIT INDEX B. Joint Filing Agreement, dated as of February 12, 2001, by and between BSSGF L.P., BSSGF Ltd., Brown Simpson Capital, Brown Simpson Partners I, Ltd. and Brown Simpson Asset Management, LLC.......................... 14-15 C. Power of Attorney, dated as of February 6, 2001, granted by Brown Simpson Partners I, Ltd. in favor of Matthew C. Brown, Peter D. Greene, Mitchell D. Kaye, and James R. Simpson....................... 16 EX-99 2 0002.txt EXHIBIT B - JOINT FILING AGREEMENT Page 14 of 16 Pages EXHIBIT B JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Satcon Technologies Corporation, dated as of February 12, 2001, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: February 12, 2001 BROWN SIMPSON STRATEGIC GROWTH FUND, L.P. By: Brown Simpson Capital, LLC Its General Partner By: /S/ PETER D. GREENE ------------------------------------------ Peter D. Greene Managing Principal Date: February 12, 2001 BROWN SIMPSON CAPITAL, LLC By: /S/ PETER D. GREENE ------------------------------------------ Peter D. Greene Managing Principal Date: February 12, 2001 BROWN SIMPSON STRATEGIC GROWTH FUND, LTD. By: Brown Simpson Asset Management, LLC Its Investment Manager By: /S/ PETER D. GREENE ------------------------------------------ Peter D. Greene Managing Principal Date: February 12, 2001 BROWN SIMPSON PARTNERS I, LTD. By: /S/ PETER D. GREENE ------------------------------------------ Peter D. Greene Attorney-in-Fact Page 15 of 16 Pages Date: February 12, 2001 BROWN SIMPSON ASSET MANAGEMENT, LLC By: /S/ PETER D. GREENE ------------------------------------------ Peter D. Greene Managing Principal EX-24 3 0003.txt EXHIBIT C - POWER OF ATTORNEY EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned BROWN SIMPSON PARTNERS I, LTD., an exempted limited company organized and existing under the laws of the Cayman Islands (the "Company"), does, pursuant to duly adopted resolutions of its Directors dated as of the date hereof, hereby designates, constitutes and appoints: MATTHEW C. BROWN of 152 West 57th Street, 40th Floor, New York, NY 10019; PETER D. GREENE of 152 West 57th Street, 40th Floor, New York, NY 10019; MITCHELL D. KAYE of 152 West 57th Street, 40th Floor, New York, NY 10019; JAMES R. SIMPSON of 152 West 57th Street, 40th Floor, New York, NY 10019, or any one of them, acting singly and not jointly, as its true and lawful agents and attorneys-in-fact (each, an "Attorney-in-Fact"), and with full power of substitution, to take any and all such actions on behalf of the Company as he, in his sole discretion, considers necessary, advisable or desirable, including, without limitation, the negotiation, execution and delivery, in the name of and on behalf of the Company, of any all agreements, deeds, instruments, receipts, certificates, notes, filings and other documents. Each Attorney-in-Fact is hereby authorized and empowered to perform all other acts and deeds that he in his sole discretion deems necessary or advisable to carry out to the fullest extent the terms and the intent of the foregoing. Execution of this Limited Power of Attorney shall constitute a revocation of any and all previously executed limited powers of attorney of the Company appointing attorneys-in-fact to act on behalf of the Company. This Power of Attorney shall be effective as of January 1, 2001 and shall be valid for the period from the date hereof through December 31, 2002. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as a deed on behalf of the Company this 6th day of February, 2001. BROWN SIMPSON PARTNERS I, LTD. By: /S/ EUROPEAN FUND SERVICES LTD. ------------------------------- European Fund Services Ltd. Director -----END PRIVACY-ENHANCED MESSAGE-----