As filed with the Securities and Exchange Commission on September 17, 2008

Registration No. 333-                    

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM S-3

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

 

Capstone Turbine Corporation

Delaware		95-4180883
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

21211 Nordhoff Street
Chatsworth, California 91311
(818) 734-5300
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Edward I. Reich
Executive Vice President, Chief Financial Officer and Secretary
Capstone Turbine Corporation
21211 Nordhoff Street
Chatsworth, California 91311
(818) 734-5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

with copies to:
J. Chase Cole, Esq.
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219
(615) 244-6380

Approximate date of commencement of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement as determined by Capstone Turbine Corporation based on market conditions.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

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

     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. þ 333-128164

     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. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

									Proposed maximum					Proposed maximum
	Title of each class of securities			Amount to be					offering price					aggregate					Amount of
	to be registered			registered					per unit					offering price					registration fee
	Common Stock, $0.001 par value per share, Common Stock Warrants and related Preferred Stock purchase rights (2)			$	7,398,229	(1)(3)				—	(1)			$	7,398,229	(1)(3)(4)(6)			$	291	(5)

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

 

Explanatory Note

     This Registration Statement on Form S-3 is being filed by Capstone Turbine Corporation (the “Company”) pursuant to Rule 462(b) and General Instruction IV of Form S-3, as promulgated under the Securities Act of 1933, as amended. The contents of the Company’s Registration Statement on Form S-3 (File No. 333-128164), filed by the Company with the Securities and Exchange Commission, which was declared effective on September 14, 2005, is incorporated by reference into, and shall be deemed part of, this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

     All exhibits filed with or incorporated by reference in Registration Statement No. 333-128164 are incorporated by reference into, and shall be deemed to be a part of, this Registration Statement, except for the following, which are filed herewith:

Exhibit
Number		Description of Document
5		Opinion of Waller Lansden Dortch & Davis, LLP
23.1		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
23.2		Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5)
24		Power of Attorney (included on the signature page)

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 of 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 Chatsworth, State of California, on September 17, 2008.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Darren R. Jamison and Edward I. Reich, and each of them acting individually, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto each said attorney-in-fact and agent, acting individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature		Title		Date
/s/ Darren R. Jamison   Darren R. Jamison		Chief Executive Officer and Director (Principal Executive Officer)		September 17, 2008
/s/ Edward I. Reich   Edward I. Reich		Executive Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)		September 17, 2008
/s/ Elizabeth M. Reynolds   Elizabeth M. Reynolds		Chief Accounting Officer (Principal Accounting Officer)		September 17, 2008
/s/ Eliot G. Protsch   Eliot G. Protsch		Chairman of the Board of Directors		September 17, 2008
/s/ Richard K. Atkinson   Richard K. Atkinson		Director		September 17, 2008

Signature		Title		Date
/s/ John V. Jaggers   John V. Jaggers		Director		September 17, 2008
/s/ Noam Lotan   Noam Lotan		Director		September 17, 2008
/s/ Gary J. Mayo   Gary J. Mayo		Director		September 17, 2008
/s/ Gary D. Simon   Gary D. Simon		Director		September 17, 2008
/s/ Holly A. Van Deursen   Holly A. Van Deursen		Director		September 17, 2008
/s/ Darrell J. Wilk   Darrell J. Wilk		Director		September 17, 2008

EXHIBIT INDEX

     The following exhibits are filed with this registration statement:

Exhibit
Number		Description of Document
5		Opinion of Waller Lansden Dortch & Davis, LLP
23.1		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
23.2		Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5)
24		Power of Attorney (included on the signature page)