Capstone Energy Plus, Inc S-3, filed Mar 22, 2021

Capstone Energy Plus, Inc. (CEPL)

S-3 2021-03-22

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Added on October 26, 2026

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Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)		Proposed Maximum Aggregate Offering Price(1)(2)			Amount of Registration Fee(3)
Common Stock, par value $0.001 per share	(2)		(3)			(3)			N/A
Preferred Stock, par value $0.001 per share	(2)		(3)			(3)			N/A
Warrants	(2)		(3)			(3)			N/A
Debt Securities(4)	(2)		(3)			(3)			N/A
Units(5)	(2)		(3)			(3)			N/A
Series B Junior Participating Preferred Stock Purchase Rights(6)	(2)		(3)			(3)			N/A
Total					$	83,168,268		$	9,074(7)

	About This Prospectus					1
	Where You Can Find Additional Information					2
	Incorporation of Certain Information by Reference					3
	Forward-Looking Statements					5
	Summary					6
	Our Company					7
	Risk Factors					8
	Use of Proceeds					9
	The Securities We May Offer					10
	Description of Capital Stock					10
	Description of Debt Securities					17
	Description of Warrants					24
	Description of Units					26
	Forms of Securities					28
	Dilution					30
	Plan of Distribution					30
	Certain Income Tax Considerations					33
	Legal Matters					33
	Experts					33

	About This Prospectus					1
	Summary					2
	The Offering					3
	Risk Factors					4
	Forward-Looking Statements					7
	Use of Proceeds					8
	Dilution					9
	Plan of Distribution					10
	Legal Matters					11
	Experts					11
	Where You Can Find Additional Information					12
	Incorporation of Certain Information By Reference					13

Assumed public offering price per share			$	9.15
Net tangible book value per share as of December 31, 2020	$	0.20
Increase in net tangible book value per share attributable to new investors	$	2.86
As adjusted net tangible book value per share after this offering			$	3.06
Dilution per share to new investors participating in this offering			$	6.09

SEC registration fee	$	9,074
Printing expenses		*
Accounting fees and expenses		*
Legal fees and expenses		*
Transfer agent or trustee fees		*
Nasdaq listing fees		*
Miscellaneous expenses		*
Total	$

	Exhibit Number			Description
	1.1			Form of Underwriting Agreement*
	1.2			At the Market Offering Agreement, dated June 7, 2018, between the Company and H.C. Wainright & Co., LLC (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed June 7, 2018)
	1.3			Amendment, dated July 15, 2020, to At the Market Offering Agreement, dated June 7, 2018, between the Company and H.C. Wainright & Co., LLC (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 15, 2020)
	1.4			Second Amendment, dated March 19, 2021, to At the Market Offering Agreement, dated June 7, 2018, between the Company and H.C. Wainright & Co., LLC (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed March 22, 2021)
	3.1			Second Amended and Restated Certificate of Incorporation of Capstone Turbine Corporation (incorporated by reference from Exhibit 3.3 to the Company’s Registration Statement on Form S-1/A, filed May 8, 2000 (File No. 333-33024))
	3.2			Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Capstone Turbine Corporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed October 21, 2019)
	3.3			Fourth Amended and Restated Bylaws of Capstone Turbine Corporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed September 1, 2017)
	3.4			Certificate of Elimination of Series A Junior Participating Preferred Stock of Capstone Turbine Corporation, dated May 9, 2016 (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed May 9, 2016).
	3.5			Certificate of Designations of Series B Junior Participating Preferred Stock of Capstone Turbine Corporation (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed May 9, 2016)
	4.1			Specimen Common Stock certificate (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, filed June 21, 2000 (File No. 333-33024))
	4.2			Specimen Preferred Stock certificate*
	4.3			Rights Agreement, dated as of May 6, 2019, between Capstone Turbine Corporation and Broadridge Financial Solutions, Inc., as rights agent (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed May 6, 2019)
	4.4			Form of Senior Indenture**
	4.5			Form of Subordinated Indenture**
	4.6			Form of Debt Securities*
	4.7			Form of Debt Warrant Agreement, including form of Debt Warrant Certificate*

	Exhibit Number			Description
	4.8			Form of Preferred Stock Warrant Agreement, including form of Preferred Stock Warrant Certificate*
	4.9			Form of Common Stock Warrant Agreement, including form of Common Stock Warrant Certificate*
	4.10			Form of Unit Agreement, including form of Unit*
	5.1			Opinion of Katten Muchin Rosenman LLP**
	5.2			Opinion of Katten Muchin Rosenman LLP**
	23.1			Consent of Marcum LLP, Independent Registered Public Accounting Firm**
	23.2			Consent of Katten Muchin Rosenman LLP (included in Exhibit 5.1)
	23.3			Consent of Katten Muchin Rosenman LLP (included in Exhibit 5.2)
	24.1			Powers of Attorney of directors of Capstone Turbine Corporation (included on signature page)

	Exhibit Number			Description
	25.1(2)			Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939***
	25.2(2)			Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939***

				CAPSTONE TURBINE CORPORATION
	Date: March 22, 2021			By: /s/ Darren R. Jamison Darren R. Jamison Chief Executive Officer and President(Principal Executive Officer)

Signature	Title	Date
/s/ Darren R. Jamison Darren R. Jamison	President, Chief Executive Officer and Director (Principal Executive Officer)	March 22, 2021
/s/ Frederick S. Hencken Frederick S. Hencken	Chief Financial Officer (Principal Financial Officer)	March 22, 2021
/s/ Neshan Nino Tavitian Neshan Nino Tavitian	Chief Accounting Officer (Principal Accounting Officer)	March 22, 2021
/s/ Robert C. Flexon Robert C. Flexon	Chairman of the Board of Directors	March 22, 2021
/s/ Paul D. DeWeese Paul D. DeWeese	Director	March 22, 2021
/s/ Yon Y. Jorden Yon Y. Jorden	Director	March 22, 2021
/s/ Robert F. Powelson Robert F. Powelson	Director	March 22, 2021
/s/ Holly A. Van Deursen Holly A. Van Deursen	Director	March 22, 2021
/s/ Denise Wilson Denise Wilson	Director	March 22, 2021

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1
Section 1.01 Definitions.	1
Section 1.02 Other Definitions.	5
Section 1.03 Incorporation by Reference of Trust Indenture Act	5
Section 1.04 Rules of Construction	6
ARTICLE II THE SECURITIES	6
Section 2.01 Issuable in Series	6
Section 2.02 Establishment of Terms of Series of Securities	7
Section 2.03 Execution and Authentication	9
Section 2.04 Registrar and Paying Agent	9
Section 2.05 Paying Agent to Hold Money in Trust	10
Section 2.06 Holder Lists	10
Section 2.07 Transfer and Exchange	10
Section 2.08 Mutilated, Destroyed, Lost and Stolen Securities.	11
Section 2.09 Outstanding Securities	11
Section 2.10 Treasury Securities	12
Section 2.11 Temporary Securities	12
Section 2.12 Cancellation	12
Section 2.13 Defaulted Interest	12
Section 2.14 Global Securities.	12
Section 2.15 CUSIP Numbers	14
ARTICLE III REDEMPTION	14
Section 3.01 Notice to Trustee	14
Section 3.02 Selection of Securities to be Redeemed	14
Section 3.03 Notice of Redemption.	15
Section 3.04 Effect of Notice of Redemption	15
Section 3.05 Deposit of Redemption Price	15
Section 3.06 Securities Redeemed in Part	16
ARTICLE IV COVENANTS	16
Section 4.01 Payment of Principal and Interest	16
Section 4.02 SEC Reports	16
Section 4.03 Compliance Certificate	16
Section 4.04 Stay, Extension and Usury Laws	16
Section 4.05 Maintenance of Office or Agency	16
ARTICLE V SUCCESSORS	17
Section 5.01 When Company May Merge, Etc	17
Section 5.02 Successor Person Substituted	17
ARTICLE VI DEFAULTS AND REMEDIES	17
Section 6.01 Events of Default	17
Section 6.02 Acceleration of Maturity; Rescission and Annulment	19
Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee	19
Section 6.04 Trustee May File Proofs of Claim	20
Section 6.05 Trustee May Enforce Claims Without Possession of Securities	20

Section 6.06 Application of Money Collected	20
Section 6.07 Section 6.0 Limitation on Suits	21
Section 6.08 Unconditional Right of Holders to Receive Principal and Interest	21
Section 6.09 Restoration of Rights and Remedies	22
Section 6.10 Rights and Remedies Cumulative	22
Section 6.11 Delay or Omission Not Waiver	22
Section 6.12 Control by Holders	22
Section 6.13 Waiver of Past Defaults	22
Section 6.14 Undertaking for Costs	23
Section 6.15 Waiver of Stay or Extension Laws	23
ARTICLE VII TRUSTEE	23
Section 7.01 Duties of Trustee.	23
Section 7.02 Rights of Trustee.	25
Section 7.03 Individual Rights of Trustee	26
Section 7.04 Trustee’s Disclaimer	26
Section 7.05 Notice of Defaults	26
Section 7.06 Reports by Trustee to Holders	27
Section 7.07 Compensation and Indemnity	27
Section 7.08 Replacement of Trustee	27
Section 7.09 Successor Trustee by Merger, etc	28
Section 7.10 Eligibility; Disqualification	29
Section 7.11 Preferential Collection of Claims Against Company	29
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE	29
Section 8.01 Satisfaction and Discharge of Indenture	29
Section 8.02 Application of Trust Funds; Indemnification.	30
Section 8.03 Legal Defeasance of Securities of any Series	30
Section 8.04 Covenant Defeasance	32
Section 8.05 Repayment to Company	33
Section 8.06 Reinstatement	33
ARTICLE IX AMENDMENTS AND WAIVERS	34
Section 9.01 Without Consent of Holders	34
Section 9.02 With Consent of Holders	35
Section 9.03 Limitations	35
Section 9.04 Compliance with Trust Indenture Act	36
Section 9.05 Revocation and Effect of Consents	36
Section 9.06 Notation on or Exchange of Securities	36
Section 9.07 Trustee Protected	36
ARTICLE X MISCELLANEOUS	37
Section 10.01 Trust Indenture Act Controls	37
Section 10.02 Notices.	37
Section 10.03 Communication by Holders with Other Holders	38
Section 10.04 Certificate and Opinion as to Conditions Precedent	38
Section 10.05 Statements Required in Certificate or Opinion	38
Section 10.06 Rules by Trustee and Agents	38
Section 10.07 Legal Holidays	38
Section 10.08 No Recourse Against Others	39

Section 10.09 Counterparts	39
Section 10.10 Governing Laws	39
Section 10.11 No Adverse Interpretation of Other Agreements	39
Section 10.12 Successors	39
Section 10.13 Severability	39
Section 10.14 Table of Contents, Headings, Etc	39
Section 10.15 Securities in a Foreign Currency	39
Section 10.16 Judgment Currency	40
Section 10.17 U.S.A. Patriot Act	41
Section 10.18 Waiver of Jury Trial	41
ARTICLE XI SINKING FUNDS	41
Section 11.01 Applicability of Article	41
Section 11.02 Satisfaction of Sinking Fund Payments with Securities	41
Section 11.03 Redemption of Securities for Sinking Fund	41
ARTICLE XII SUBORDINATION OF SECURITIES	42
Section 12.01 Agreement of Subordination	42
Section 12.02 Payments to Holders.	42
Section 12.03 Subrogation of Securities	44
Section 12.04 Authorization by Holders	45
Section 12.05 Notice to Trustee	45
Section 12.06 Trustee’s Relation to Senior Indebtedness	46
Section 12.07 No Impairment of Subordination	46
Section 12.08 Rights of Trustee	46
Section 12.09 Article Applicable to Paying Agents	46

Section 310 (a)(1)		7.10
(a)(2)		7.10
(a)(3)		NOT APPLICABLE
(a)(4)		NOT APPLICABLE
(a)(5)		7.10
(b)		7.10
Section 311 (a)		7.11
(b)		7.11
(c)		NOT APPLICABLE
Section 312 (a)		2.06
(b)		10.03
(c)		10.03
Section 313 (a)		7.06
(b)(1)		7.06
(b)(2)		7.06
(c)(1)		7.06
(d)		7.06
Section 314 (a)		4.02, 10.05
(b)		NOT APPLICABLE
(c)(1)		10.04
(c)(2)		10.04
(c)(3)		NOT APPLICABLE
(d)		NOT APPLICABLE
(e)		10.05
(f)		NOT APPLICABLE
Section 315 (a)		7.01
(b)		7.05
(c)		7.01
(d)		7.01
(e)		6.14
Section 316 (a)		2.10
(a)(1)(a)		6.12
(a)(1)(b)		6.13
(b)		6.08
Section 317 (a)(1)		6.03
(a)(2)		6.04
(b)		2.05
Section 318 (a)		10.01

TERM	DEFINED IN SECTION
Bankruptcy Law	6.01
Custodian	6.01
Event of Default	6.01
Judgment Currency	10.16
Legal Holiday	10.07
mandatory sinking fund payment	11.01
Market Exchange Rate	10.15
New York Banking Day	10.16
optional sinking fund payment	11.01
Paying Agent	2.04
Registrar	2.04
Required Currency	10.16
Service Agent	2.04
successor person	5.01

	CAPSTONE TURBINE CORPORATION

	By:
	Name:
	Title:

	[________________________________________________],
	as Trustee

	By:
	Name:
	Title:

	_____________________

	Facsimile No.: ___________
	Email: ___________

	CAPSTONE TURBINE CORPORATION

	By:
	Name:
	Title:

	[___________________________________],
	as Trustee

	By:
	Name:
	Title:

	525 W. Monroe Street
	Chicago, IL 60661-3693
	312.902.5200 tel
	312.902.1061 fax
	www.kattenlaw.com

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1
Section 1.01 Definitions	1
Section 1.02 Other Definitions	5
Section 1.03 Incorporation by Reference of Trust Indenture Act	5
Section 1.04 Rules of Construction	6
ARTICLE II THE SECURITIES	6
Section 2.01 Issuable in Series	6
Section 2.02 Establishment of Terms of Series of Securities	7
Section 2.03 Execution and Authentication	9
Section 2.04 Registrar and Paying Agent	9
Section 2.05 Paying Agent to Hold Money in Trust	10
Section 2.06 Holder Lists	10
Section 2.07 Transfer and Exchange	10
Section 2.08 Mutilated, Destroyed, Lost and Stolen Securities.	11
Section 2.09 Outstanding Securities	11
Section 2.10 Treasury Securities	12
Section 2.11 Temporary Securities	12
Section 2.12 Cancellation	12
Section 2.13 Defaulted Interest	12
Section 2.14 Global Securities	12
Section 2.15 CUSIP Numbers	14
ARTICLE III REDEMPTION	14
Section 3.01 Notice to Trustee	14
Section 3.02 Selection of Securities to be Redeemed	14
Section 3.03 Notice of Redemption	15
Section 3.04 Effect of Notice of Redemption	15
Section 3.05 Deposit of Redemption Price	15
Section 3.06 Securities Redeemed in Part	16
ARTICLE IV COVENANTS	16
Section 4.01 Payment of Principal and Interest	16
Section 4.02 SEC Reports	16
Section 4.03 Compliance Certificate	16
Section 4.04 Stay, Extension and Usury Laws	16
Section 4.05 Maintenance of Office or Agency	16
ARTICLE V SUCCESSORS	17
Section 5.01 When Company May Merge, Etc	17
Section 5.02 Successor Person Substituted	17
ARTICLE VI DEFAULTS AND REMEDIES	17
Section 6.01 Events of Default	17
Section 6.02 Acceleration of Maturity; Rescission and Annulment	18
Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee	19
Section 6.04 Trustee May File Proofs of Claim	20
Section 6.05 Trustee May Enforce Claims Without Possession of Securities	20

TERM	DEFINED IN SECTION
Bankruptcy Law	6.01
Custodian	6.01
Event of Default	6.01
Judgment Currency	10.16
Legal Holiday	10.07
mandatory sinking fund payment	11.01
Market Exchange Rate	10.15
New York Banking Day	10.16
optional sinking fund payment	11.01
Paying Agent	2.04
Registrar	2.04
Required Currency	10.16
Service Agent	2.04
successor person	5.01

Re:	Capstone Turbine Corporation
	Registration Statement on Form S-3

	Very truly yours,

	/s/ KATTEN MUCHIN ROSENMAN LLP

	KATTEN MUCHIN ROSENMAN LLP

/s/ Marcum LLP

Marcum LLP
Costa Mesa, California
March 19, 2021