8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 28, 2017

_____________________________________________________________  

MAXWELL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	1-15477	95-2390133
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3888 Calle Fortunada

San Diego, California 92123

(Addresses of principal executive offices, including zip code)

(858) 503-3300

(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 (see General Instruction A.2. below):

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company	o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	o

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 28, 2017, Maxwell Technologies, Inc. (“Maxwell”), acquired substantially all of the assets of Nesscap Energy, Inc. (“Nesscap”), a developer and manufacturer of ultracapacitor products for use in transportation, renewable energy, industrial and consumer market, in exchange for the issuance of 4,146,538 shares of Maxwell common stock (the “Share Consideration”) and the assumption of certain liabilities pursuant to the terms of the previously announced Arrangement Agreement (the “Arrangement Agreement”), dated as of February 28, 2017 (the “Acquisition”) between Maxwell and Nesscap. The Acquisition was effected by means of a court-approved statutory plan of arrangement in accordance with the Business Corporations Act (Ontario) (the “Arrangement”) and was approved by the requisite vote cast by shareholders of Nesscap at a special meeting of Nesscap’s shareholders held on April 24, 2017.

Under the terms of the Arrangement Agreement, Nesscap will use the proceeds from the Acquisition to satisfy existing debt obligations and other liabilities of Nesscap with the remaining balance of the Share Consideration to be distributed to the shareholders of Nesscap in connection with the dissolution of Nesscap. Following the Arrangement and in accordance with the requirements of the TSX Venture Exchange (“TSXV”), Nesscap’s common shares will be delisted from the TSXV.

The Share Consideration represents approximately 11.3% of the outstanding shares of Maxwell, based on the number of Maxwell common stock outstanding as of April 28, 2017.

As previously announced, Maxwell has agreed as part of the Arrangement to appoint a representative of I2BF Energy, Limited and Arbat Capital Group Ltd., principal shareholders of Nesscap owning approximately 79.57% of the outstanding voting stock of Nesscap (the “Principal Shareholders”) to the Board of Directors of Maxwell, which such representative shall initially be Ilya Golubovich. Maxwell has agreed to make such appointment no later than one business day following Maxwell’s 2017 Annual Meeting of Shareholders. The Principal Shareholders have entered into shareholder agreements providing for, among other things, a lock-up agreement regarding any Maxwell shares received as part of the Arrangement or the dissolution of Nesscap, a standstill arrangement related to further acquisitions and actions related to Maxwell, non-competition and non-solicitation agreements and as referenced above, a right to nominate a director to the Maxwell board of directors. Additional shareholders, directors and officers have entered into lock-up agreements regarding any Maxwell shares received as part of the Arrangement.

The foregoing description of the Arrangement Agreement, Arrangement and Acquisition is not complete and is qualified in its entirety by reference to the full text of the Arrangement Agreement, dated February 28, 2017, as amended, by and between Maxwell and Nesscap, a copy of which is included as exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on February 28, 2017. The foregoing description of the Principal Shareholder Agreement is not complete and is qualified in its entirety by reference to the full text of the Principal Shareholder Agreement, dated February 28, 2017, by and between Maxwell and Nesscap, a copy of which is included as exhibit 10.3 to the Form 8-K filed with the Securities and Exchange Commission on February 28, 2017.

Item 8.01 Other Events.

On April 28, 2017, Maxwell issued a press release announcing the closing of the Acquisition. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward Looking Statements

Some of the statements in this Current Report on Form 8-K are forward-looking statements (or forward-looking information) within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. These include statements using the words target, outlook, may, will, should, could, estimate, continue, expect, intend, plan, predict, potential, project and anticipate, and similar statements which do not describe the present or provide information about the past. There is no guarantee that the expected events or expected results will actually occur. Such statements reflect the current views of management of Maxwell and are subject to a number of risks and uncertainties. These statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, corporate approvals, regulatory approvals, operational factors and other factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. Undue reliance should not be placed on such forward looking statements. Forward-looking statements speak only as of the date they are made. Except as required by law, we do not have any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by Maxwell Technologies, Inc. on April 28, 2017 announcing the completion of the acquisition of the Nesscap Energy business by Maxwell Technologies, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAXWELL TECHNOLOGIES, INC.
By:	/s/ David Lyle
	David Lyle
	Senior Vice President, Chief Financial Officer, Treasurer and Secretary

Date: April 28, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Maxwell Technologies, Inc. on April 28, 2017 announcing the completion of the acquisition of the Nesscap Energy business by Maxwell Technologies, Inc.

EX-99.1

EXHIBIT 99.1

	FOR IMMEDIATE RELEASE
	Investor Contact:
	Soohwan Kim, CFA
	ir@maxwell.com

Maxwell Completes Acquisition of Nesscap Energy Business

SAN DIEGO – April 28, 2017 – Maxwell Technologies, Inc. (NASDAQ: MXWL) (“Maxwell”), a leading developer and manufacturer of capacitive energy storage and power delivery solutions, announced today that it has successfully completed its acquisition of substantially all of the assets and business, including the operating entities, of Nesscap Energy, Inc. (“Nesscap”) pursuant to the arrangement agreement that was announced on February 28, 2017. Maxwell issued approximately 4.15 million shares and assumed ordinary course liabilities of the business in consideration for the purchase of the Nesscap business.

“We are pleased to have brought the acquisition to completion and are excited to add Nesscap’s deep bench of talent to the Maxwell team. Nesscap’s industry leading small and medium cell ultracapacitor technology complements Maxwell’s leadership in large cells, creating an expanded and strengthened product portfolio. With our combined development pipeline, we will be able to deliver more products and technologies faster to our global customer base,” said Dr. Franz Fink, Maxwell's President and CEO. “The completion of this acquisition marks an important step for Maxwell in its plan to achieve growth and profitability, as it puts our ultracapacitor product line on a solid foundation and provides needed scale as we move towards our inflection point in late 2018. With the acquisition now finalized, our integration teams are working together and we believe we will identify additional opportunities to further accelerate and grow our opportunity pipeline,” added Fink.

As a market leader in innovative small cell format ultracapacitor products and technologies, the Nesscap business includes research, development and manufacturing of energy storage and power delivery solutions with operations in Korea, Germany, and China. The key benefits of the transaction include expanded and solidified opportunities in the Wind, Automotive, and Industrial Markets that are expected to accelerate top-line growth, diversify revenue, accelerate innovation, and reduce product time to market with an expanded

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portfolio, improved cost competitiveness through manufacturing efficiencies, and financials that are expected to be immediately accretive to Maxwell’s non-GAAP earnings per share and contribute positive adjusted EBITDA in 2017.

About Maxwell

Maxwell is a global leader in the development and manufacture of innovative, cost-effective energy storage and power delivery solutions. Maxwell ultracapacitor products provide safe and reliable power solutions for applications in consumer and industrial electronics, transportation and telecommunications. Maxwell high-voltage grading and coupling capacitors help to ensure the safety and reliability of electric utility infrastructure and other applications involving transport, distribution and measurement of high-voltage electrical energy. For more information, please visit our website: www.maxwell.com.

Forward-Looking Statements

Statements in this news release that are “forward-looking statements” are based on current expectations and assumptions that are subject to risks and uncertainties and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and contingencies include, but are not limited to, the following:

• Dependence upon the sale of products to a small number of customers and vertical markets, some of which are heavily dependent on government funding or government subsidy programs which could be reduced, modified or discontinued in the future;

• Uncertainties related to the global geopolitical landscape and the recent elections in the United States;

• Risks related to this acquisition and additional acquisitions and the potential for unsuccessful integration of acquisitions;

• Risk that our restructuring efforts may not be successful and that we may not be able to realize the anticipated cost savings and other benefits;

• Our ability to obtain sufficient capital to meet our operating or other needs;

• Downward pressures on product pricing from increased competition and shifts in sales mix with respect to low margin and high margin business;

• Our ability to manage and minimize the impact of unfavorable legal proceedings;

• Risk that activist stockholders attempt to effect changes to our company which could adversely affect our corporate governance;

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• Risks related to our international operations including, but not limited to, our ability to adequately comply with the changing rules and regulations in countries where our business is conducted, our ability to oversee and control our foreign subsidiaries and their operations, our ability to effectively manage foreign currency exchange rate fluctuations arising from our international operations, and our ability to continue to comply with the U.S. Foreign Corrupt Practices Act as well as the anti-bribery laws of foreign jurisdictions;

• Dependence upon the sale of products into Asia and Europe, where macroeconomic factors outside our control may adversely affect our sales;

• Our ability to remain competitive and stimulate customer demand through successful introduction of new products, and to educate our prospective customers on the products we offer;

• Successful acquisition, development and retention of key personnel;

• Our ability to effectively manage our reliance upon certain suppliers of key component parts, specialty equipment and logistical services;

• Our ability to manage product quality problems;

• Our ability to protect our intellectual property rights and to defend claims against us;

• Our ability to effectively identify, enter into, manage and benefit from strategic alliances;

• Occurrence of a catastrophic event at any of our facilities;

• Occurrence of a technology systems failure, network disruption, or breach in data security; and

• Our ability to match production volume to actual customer demand.

For further information regarding risks and uncertainties associated with Maxwell's business, please refer to the “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our SEC filings, including, but not limited to, our annual report on Form 10-K and quarterly reports on Form 10-Q. Copies of these documents may be obtained by contacting Maxwell's investor relations department at (858) 503-3368, or at our investor relations website: www.investors.maxwell.com.

Investor Contact: Soohwan Kim, CFA, The Blueshirt Group, +1 (858) 503-3368, ir@maxwell.com

Media Contact: Sylvie Tse, Metis Communications, +1 (617) 236-0500, maxwell@metiscomm.com