S-3MEF

As filed with the Securities and Exchange Commission on October 2, 2003

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

American Superconductor Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	04-2959321
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

Two Technology Drive

Westborough, Massachusetts 01581-1727

(508) 836-4200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Gregory J. Yurek

Chairman, President and Chief Executive Officer

American Superconductor Corporation

Two Technology Drive

Westborough, Massachusetts 01581-1727

(508) 836-4200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Patrick J. Rondeau, Esq.	William C. Rogers, Esq.
Hale and Dorr LLP	Choate, Hall & Stewart
60 State Street	Exchange Place, 53 State Street
Boston, Massachusetts 02109	Boston, Massachusetts 02109
Telephone: (617) 526-6000	Telephone: (617) 248-5000
Telecopy: (617) 526-5000	Telecopy: (617) 248-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date hereof.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-108347

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share (2)	1,121,250 shares	$9.50	$10,651,875	$862

(1) Includes 146,250 shares of common stock subject to the underwriters’ over-allotment option.

(2) Includes rights to purchase shares of common stock pursuant to the Rights Agreement, as amended, between the Registrant and American Stock Transfer & Trust Company, as Rights Agent.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.01 per share, of American Superconductor Corporation, a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (File No. 333-108347) are incorporated in this registration statement by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Westborough, state of Massachusetts, on the 2^nd day of October, 2003.

AMERICAN SUPERCONDUCTOR CORPORATION
By:	/s/    GREGORY J. YUREK
	Gregory J. Yurek
	Chairman of the Board, President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    GREGORY J. YUREK         Gregory J. Yurek	Chairman of the Board, President, Chief Executive Officer and Director (principal executive officer)	October 2, 2003
/s/    KEVIN M. BISSON         Kevin M. Bisson	Senior Vice President and Chief Financial Officer (principal financial officer)	October 2, 2003
/s/    THOMAS M. ROSA         Thomas M. Rosa	Vice President of Finance and Accounting (principal accounting officer)	October 2, 2003

Signature	Title	Date
* Albert J. Baciocco, Jr.	Director	October 2, 2003
* Peter O. Crisp	Director	October 2, 2003
* Richard Drouin	Director	October 2, 2003
* Gérard Menjon	Director	October 2, 2003
* Andrew G.C. Sage, II	Director	October 2, 2003
* John B. Vander Sande	Director	October 2, 2003

By:	/s/    KEVIN M. BISSON
	Kevin M. Bisson Attorney-in-Fact

II-2

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Hale and Dorr LLP
23.1	Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP
24*	Powers of Attorney

* Filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-3 (File No. 333-108347) filed with the Commission on August 29, 2003.

EX-5.1

[Hale and Dorr Letterhead]

Exhibit 5.1

October 2, 2003

American Superconductor Corporation

Two Technology Drive

Westborough, MA 01581

Re:    Registration Statement on Form S-3

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 1,121,250 shares of Common Stock, $.01 par value per share (the “Shares”), of American Superconductor Corporation, a Delaware corporation (the “Company”), including 146,250 Shares issuable upon exercise of an over-allotment option granted by the Company.

The Shares are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Needham & Company, Inc., William Blair & Company, L.L.C. and RBC Dain Rauscher Inc., as representatives of the several underwriters named in the Underwriting Agreement, the form of which has been filed as Exhibit 1.1 to the Registration Statement on Form S-3 (File No. 333-108347) filed with the Commission on September 29, 2003.

We are acting as counsel for the Company in connection with the issue and sale by the Company of the Shares. We have examined signed copies of the Registration Statement as filed with the Commission. We have also examined and relied upon the Underwriting Agreement, minutes of meetings of the stockholders and the Board of Directors of the Company as provided to us by the Company, stock record books of the Company as provided to us by the Company, the Certificate of Incorporation and By-Laws of the Company, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to

American Superconductor Corporation

October 2, 2003

Page 2

original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Underwriting Agreement, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Hale and Dorr LLP

Hale and Dorr LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated June 27, 2003 relating to the financial statements of American Superconductor Corporation, which appears in Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-108347) filed by American Superconductor Corporation with the Securities and Exchange Commission. We also consent to the incorporation by reference of our report dated June 27, 2003 relating to the financial statement schedule, which appears in American Superconductor Corporation’s Annual Report on Form 10-K for the year ended March 31, 2003.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

October 2, 2003