UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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| þ | Definitive Proxy Statement | |||
| o | Definitive Additional materials | |||
| o | Soliciting Material Pursuant To Rule 14a-11(c) or Rule 14a-12 | |||
SUPERCONDUCTOR TECHNOLOGIES INC.
| (Name of Registrant as Specified in Its Charter) | ||||||||||
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Explanatory Note
The Company hereby amends its definitive proxy statement previously filed with the Securities and Exchange Commission on April 14, 2005. This amendment corrects certain numerical information and restates the affected sections in their entirety.
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PROPOSAL TWO
AMENDMENT TO THE COMPANY’S CERTIFICATE OF
INCORPORATION
INCREASING THE AUTHORIZED COMMON STOCK OF THE COMPANY
The Board of Directors has adopted, subject to stockholder
approval, an amendment to the Company’s Certificate of
Incorporation (“Certificate”) to increase the number
of authorized shares of common stock of the Company to a total
of two hundred fifty million (250,000,000) shares (the
“Amendment”). The authorized common stock of the
Company, prior to the approval of the Amendment, consisted of
one hundred twenty-five million (125,000,000) shares. The
authorized preferred stock of the Company consists of two
million (2,000,000) shares and will not be affected by the
Amendment. As of March, 16, 2005, the Company had
107,711,026 shares of common stock outstanding and
16,756,566 shares reserved for issuance upon exercise of
outstanding option and warrants. Therefore, the Company had only
532,408 shares available for issuance as of that date.
The proposed additional shares may be used in connection with
possible stock splits or dividends, acquisitions, equity
financings, management incentive and employee benefit plans,
investments and for other purposes. At this time, the Board has
not decided whether or when to undertake a stock split or the
number of shares it would issue with respect to each outstanding
share if it undertakes a split, and the Company has no present
plans, understandings, or agreements for the issuance or use of
the proposed additional shares of common stock in acquisitions
or otherwise, but expects to explore potential acquisitions from
time to time as opportunities arise. The Board of Directors
believes that the proposed increase is desirable so that, as the
need arises, the Company will be able to issue the shares of
common stock without the expense and delay of a special
stockholders’ meeting.
Authorized but unissued shares of the Company’s common
stock may be issued at such times, for such purposes and for
such consideration as the Board of Directors may determine to be
appropriate without further authority from the Company’s
stockholders, except as otherwise required by Delaware law or
the rules of the Nasdaq Stock Market.
If Proposal 2 is adopted, it will become effective upon
filing of a Certificate of Amendment to the Company’s
Certificate of Incorporation.
Vote Required
Proposal 2 requires the affirmative vote of a majority of
the outstanding common stock. Stockholders may vote
“for” or “against” the proposal, or they may
abstain from voting on the proposal. Abstentions and broker
non-votes will have the effect of voting “against” the
proposal to increase the authorized common stock.
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR” THIS PROPOSAL TO AMEND THE
CERTIFICATE OF INCORPORATION.
2
STOCK PRICE PERFORMANCE GRAPH
The graph and table below compare the cumulative total
stockholders’ return on the Company’s common stock
since December 31, 1999 with the Nasdaq-U.S. Composite
Index, Nasdaq Telecommunications Index, and the
Hambrecht & Quist Technology Index over the same period
(assuming the investment of $100 in the Company’s common
stock and in the four other indices, and reinvestment of all
dividends). The Hambrecht & Quist Technology Index was
discontinued in 2001 and has been replaced with the Nasdaq
Telecommunications Index.
| 12/31/99 | 12/29/00 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | ||||||||||||||||||||||||||
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Superconductor Technologies
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$ | 100.00 | $ | 74.36 | $ | 133.33 | $ | 19.28 | $ | 114.05 | $ | 28.51 | |||||||||||||||||||
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Nasdaq-U.S. Composite
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100.00 | 60.31 | 47.84 | 33.07 | 49.45 | 53.81 | |||||||||||||||||||||||||
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Nasdaq-Telecommuni
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cations | 100.00 | 42.59 2 | 8.34 13 | .04 21. | 69 23.14 | |||||||||||||||||||||||||
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Hambrecht & Quist Technology
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100.00 | 68.35 | |||||||||||||||||||||||||||||
3