Capstone Energy Plus, Inc 8-K, filed Feb 24, 2020
Capstone Energy Plus, Inc. (CEPL)
About this 8-K
Capstone Energy Plus, Inc filed this 8-K on February 24, 2020, reporting on events of February 10, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): February 10, 2020
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 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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16640 Stagg Street, |
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Van Nuys, California |
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91406 |
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(Address of principal executive offices) |
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(Zip Code) |
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(818) 734-5300
(Registrant’s telephone number, including area code)
Former name or former address, if changed since last report: N/A
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):
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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $.001 per share |
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CPST |
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NASDAQ Capital Market |
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Series B Junior Participating Preferred Stock Purchase Rights |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
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. ☐
Item 1.01Entry into a Material Definitive Agreement
Sponsorship Agreement
On February 10, 2020, Capstone Turbine Corporation (the “Company”) and Andretti Autosport 6, Inc. (“AA”), a race team participating in the IndyCar Series sanctioned by INDYCAR, LLC (the “Series”), entered into a Sponsorship Agreement (the “Sponsorship Agreement”) effective January 1, 2020 through December 31, 2020, whereby the Company agreed to sponsor AA’s Car #88 participation in the Series on a full-time basis. In exchange for AA’s participation in the Series, the Company agreed to a sponsorship fee in the total amount of $1,250,000.00 of which $650,000.00 will be paid in cash due and payable in four installments and $600,000.00 in unregistered shares of common stock of the Company.
During the term of the Sponsorship Agreement and any renewal or extension of the agreement, the Company has agreed that it shall exclusively sponsor the AA Group (as defined therein). The Sponsorship Agreement contains, among other provisions, certain representations and warranties by the parties, intellectual property protection covenants, certain indemnification rights in favor of each party and customary confidentiality provisions.
The foregoing description of the terms of the Sponsorship Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the Sponsorship Agreement, which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the fiscal year ending March 31, 2020.
Item 8.01Other Events
On February 24, 2020, the Company issued a press release announcing the Sponsorship Agreement. A copy of the release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 to this Current Report on Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
Description |
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99.1 |
Press Release of Capstone Turbine Corporation, dated February 24, 2020 |
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.
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CAPSTONE TURBINE CORPORATION |
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Date: February 24, 2020 |
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/s/ Darren R. Jamison |
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Name: Darren R. Jamison |
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Title: President and Chief Executive Officer |
EXHIBIT 99.1
Capstone Turbine Returns to INDYCAR with Colton Herta and Andretti Harding Steinbrenner Autosport to Drive New B2B Opportunities and Improve Brand Recognition
Capstone to Sponsor Six Races with Andretti Harding Steinbrenner No. 88 Honda
VAN NUYS, CA / ACCESSWIRE / February 24, 2020 / Capstone Turbine Corporation (www.capstoneturbine.com) (NASDAQ: CPST), the world's leading clean technology manufacturer of microturbine energy systems, announced today that the green and white of Capstone Turbine will again be displayed on the No. 88 Andretti Harding Steinbrenner Autosport car of Colton Herta for the 2020 NTT INDYCAR® SERIES season.
Capstone first appeared on the sidepods of the sophomore driver’s car in 2019 on the streets of Toronto and continued through to the season finale race where Herta scored a victory from pole position for the then Harding Steinbrenner Racing team. The partnership also extends the relationship between Andretti Autosport and Capstone Turbine, which began during the month of May in 2019 with driver Alexander Rossi.
“We are extremely excited to continue our partnership with Capstone Turbine Corporation. Their mission to create sustainable energy is of growing importance, and we look forward to helping them in their efforts to expand their footprint in the green and renewable energy space. Through B2B initiatives and expansion of brand awareness, we will aim to make the program a success on and off the track,” stated George Michael Steinbrenner IV, Co-Owner of Harding Steinbrenner Racing.
“The youthful Colton is a perfect fit for the image of our clean and green microturbine technology. The younger generation makes up 30% of the population and is arguably the most concerned when it comes to environmental sustainability as the first generation to have grown up with climate change as part of everyday life,” stated Darren Jamison, Capstone's President and Chief Executive Officer.
“The valuable business relationships we have developed with the support of George Steinbrenner IV and Mike Harding, as well as the new B2B opportunities that will come this season by being part of the Andretti Autosport family, offers Capstone a platform to reach the racing community and help more companies save money and lower their carbon footprint. “Two current sponsors of Andretti Autosport are already Capstone customers, and we have identified 22 others who are potentially well suited for the Capstone technology,” added Mr. Jamison.
“We are really excited to have Capstone Turbine supporting Colton Herta and the No. 88 Honda this season and carrying on the success from last season,” stated Michael Andretti Chief Executive Officer and Chairman of Andretti Autosport. “We look forward to collaborating with Capstone on both brand building and business development initiatives to showcase their innovative and sustainable energy solutions through our platform,” concluded Mr. Andretti.
About Capstone Turbine Corporation
Capstone Turbine Corporation (www.capstoneturbine.com) (Nasdaq: CPST) is the world's leading producer of highly efficient, low-emission, resilient microturbine energy systems. Capstone microturbines serve multiple vertical markets worldwide, including natural resources, energy efficiency, renewable energy, critical power supply, transportation and microgrids. Capstone offers a comprehensive product lineup, providing scalable systems focusing on 30 kWs to 10 MWs that operate on a variety of gaseous or liquid fuels and are the ideal solution for today's distributed power generation needs. To date, Capstone has shipped over 9,000 units to 73 countries and in FY19 saved customers an estimated $253 million in annual energy costs and 350,000 tons of carbon.
For more information about the company, please visit www.capstoneturbine.com. Follow Capstone Turbine on Twitter, LinkedIn, Instagram, and YouTube.
About Andretti Autosport
Andretti Autosport, led by racing legend Michael Andretti, boasts a wide racing portfolio rooted in tradition and designed for success.
Under the banners of Andretti Autosport and BMWi Andretti Motorsport, the Indianapolis-based team fields multiple entries across the INDYCAR SERIES, Indy Lights, the FIA Formula E Championship and the GT4 America Series. The team also competes as Walkinshaw Andretti United in the Australian Supercars category through partnership with Walkinshaw Racing and United Autosports.
The global racing enterprise boasts four INDYCAR SERIES championships, four Indy Light titles, one Pro Mazda championship and has captured victory five times at the famed Indianapolis 500. The team also holds two X Games Gold Medals and five U.S. rallycross championships.
To share in the Andretti story, please visit online at www.AndrettiAutosport.com and follow on social media at #AllAndretti.
Forward-Looking Statements
This press release contains "forward-looking statements," as that term is used in the federal securities laws. Forward-looking statements may be identified by words such as "expects," "believes," "objective," "intend," "targeted," "plan" and similar phrases. These forward-looking statements are subject to numerous assumptions, risks and uncertainties described in Capstone's filings with the Securities and Exchange Commission that may cause Capstone's actual results to be materially different from any future results expressed or implied in such statements. Capstone cautions readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Capstone undertakes no obligation, and specifically disclaims any obligation, to release any revisions to any forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.
"Capstone" and "Capstone Microturbine" are registered trademarks of Capstone Turbine Corporation. All other trademarks mentioned are the property of their respective owners.
CONTACT:Capstone Turbine Corporation
Investor and investment media inquiries:
818-407-3628
ir@capstoneturbine.com
Integra Investor Relations
Shawn M. Severson
415-226-7747
cpst@integra-ir.com
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