Filed Pursuant to Rule 424(b)(3)
Registration No. 333-128527
Prospectus Supplement to Prospectus dated October 7,
2005
Satcon Technology Corporation
6,140,226 Shares of Common Stock
This
prospectus supplement updates the prospectus dated October 7, 2005 relating to the offer for sale of up to an
aggregate of 6,140,226 shares of
common stock of Satcon Technology Corporation by the selling stockholders
identified in the prospectus and this prospectus supplement, and any of their
pledgees, donees, transferees or other successors in interest.
We
are providing this prospectus supplement to update the table in the prospectus
under the caption Selling Stockholders to reflect transfers of warrants to
purchase an aggregate 383,348 shares of common stock to entities affiliated
with Hudson Bay Master Fund Ltd. The
amounts set forth below are based upon information provided to us by the
selling stockholder, or on our records, and are accurate to the best of our
knowledge. Unless we indicate otherwise,
the information in this prospectus supplement is as of August 9, 2010.
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Number of Shares
of Common Stock
Beneficially
Owned as of
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Number of Shares
of Common Stock
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Number of Shares of Common
Stock to be Beneficially Owned
After Offering (2)
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Name of Selling Stockholder
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08/09/10 (1)
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Being Offered
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Number
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Percentage
(3)
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Hudson
Bay Master Fund Ltd. (4)
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383,348
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383,348
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(5)
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0
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*
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*
Less than 1%.
(1)
Includes shares issuable
upon exercise of warrants that are exercisable within 60 days of August 9,
2010.
(2)
We do not know when or in
what amounts a selling stockholder may offer shares for sale. The selling
stockholders may not sell any or all of the shares offered by the prospectus or
this prospectus supplement. Because the selling stockholders may offer all or
some of the shares pursuant to this offering, and because there are currently
no agreements, arrangements or understandings with respect to the sale of any
of the shares, we cannot estimate the number of the shares that will be held by
the selling stockholders after completion of the offering. However, for
purposes of this table, we have assumed that, after completion of the offering,
none of the shares covered by the prospectus or this prospectus supplement will
be held by the selling stockholders.
(3)
For each selling
stockholder, this number represents the percentage of common stock to be owned
by such selling stockholder after completion of the offering, based on the
number of shares of common stock outstanding as of August 9, 2010 and
assuming (i) exercise of any warrants that are exercisable within 60 days
of August 9, 2010 owned by such selling stockholder and (ii) none of
the warrants held by other persons have been exercised.
(4)
Hudson Bay Capital
Management LP, the investment manager of Hudson Bay Master Fund Ltd., has
voting and investment power over these securities. These securities will be issued to Hudson Bay
Master Fund Ltd. upon exercise of the warrants at the direction of Hudson Bay
Fund LP or Hudson Bay Overseas Fund, Ltd. (as applicable), the record
holder of the warrants, prior to any sale hereunder. Sander Gerber is the managing member of
Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital
Management LP. Sander Gerber disclaims
beneficial ownership over these securities.
(5)
Represents shares of common
stock issuable upon exercise of warrants issued in connection with our $5.8
million private placement of common stock in August 2005. Warrants to
purchase 82,823 shares have an exercise price of $1.84 per share and warrants
to purchase 300,525 shares have an exercise price of $1.99 per share. These warrants may be exercised at any time
through August 14, 2010.
This
prospectus supplement is not complete without the prospectus dated October 7,
2005, and we have not authorized anyone to deliver or use this prospectus
supplement without the prospectus.
The date of this prospectus supplement is August 10, 2010.