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A123 SYSTEMS, S-1MEF Filing

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A123 SYSTEMS,  S-1MEF Filing Powered By Docstoc
					                       As filed with the Securities and Exchange Commission on September 23, 2009

                                                                                                           Registration No. 333-




                SECURITIES AND EXCHANGE COMMISSION
                                                  Washington, D.C. 20549




                                                    FORM S-1
                                         REGISTRATION STATEMENT
                                                  UNDER
                                         THE SECURITIES ACT OF 1933




                                             A123 Systems, Inc.
                                    (Exact Name of Registrant as Specified in its Charter)

          Delaware                                           3690                                        04-3583876
(State or Other Jurisdiction of                 (Primary Standard Industrial                          (I.R.S. Employer
Incorporation or Organizat ion)                 Classification Code Nu mber)                       Identificat ion Nu mber)

                                                   A123 Systems, Inc.
                                                 Arsenal on the Charles
                                                   321 Arsenal Street
                                            Watertown, Massachusetts 02472
                                                     (617) 778-5700
   (Address, Including Zip Code, and Telephone Nu mber, Including Area Code, of Reg istrant ’s Principal Executive Offices)




                                                      Davi d P. Vieau
                                                 Chief Executi ve Officer
                                                    A123 Systems, Inc.
                                                 Arsenal on the Charles
                                                    321 Arsenal Street
                                            Watertown, Massachusetts 02472
                                                      (617) 778-5700
           (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)




                                                          copies to:

              John H. Chory, Es q.                                                     Keith F. Higgins, Es q.
             Mark G. B orden, Es q.                                                     Ropes & Gray LLP
             Susan L. Mazur, Es q.                                                    One Internati onal Pl ace
   Wilmer Cutler Pickering Hale and Dorr LLP                                        Boston, Massachusetts 02110
         1100 Winter Street, Suite 4650                                                    (617) 951-7000
         Waltham, Massachusetts 02451
                 (781) 966-2000
Approxi mate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement bec omes
effecti ve.

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following bo x. 

    If this Form is filed to reg ister additional securities for an offering pursuant Rule 462(b) under the Securities Act, check the following bo x
and list the Securities Act registration statement number of the earlier effect ive registration statement for the same offering.  333-152871

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following bo x and list the
Securities Act registration statement number of the earlier effect ive registration statement for the same o ffering. 

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securit ies Act, check the following box and list the
Securities Act registration statement number of the earlier effect ive registration statement for the same o ffering. 

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, o r a s maller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting co mpany” in Ru le 12b -2 of the Exchange
Act. (Check one):

         Large accelerated filer                                                                  Accelerated filer 
         Non-accelerated filer  (Do not check if a s maller report ing company)                   Smaller reporting co mpany 

                                                  CALCULATION OF REGIS TRATION FEE


                                                                              Proposed maximum         Proposed maximum
          Title of each class of securities             Amount to be             offering price             aggregate                 Amount of
                    to be registered                    registered (1)           per share (2)          offering price (2)         re gistration fee
Co mmon Stock, $0.001 par value per share              2,875,000 shares     $              13.50      $        38,812,500      $                  2,166

(1) Includes 375,000 shares of co mmon stock that may be purchased by the underwriters to cover over-allot ments, if any.

(2) Estimated in accordance with Rule 457(a) of the Securities Act of 1933.
                                  EXPLANATORY NOTE AND INCORPORATION B Y REFERENC E

     This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share,
of A123 Systems, Inc., a Delaware corporation, pursuant to Rule 462(b ) under the Securit ies Act of 1933, as amended. The co ntents of the
earlier registration statement on Form S-1 (File No. 333-152871), wh ich was declared effective by the Co mmission on September 23, 2009, are
incorporated in this registration statement by reference.

    The required opinions and consents are listed on an Exh ibit Index attached hereto and filed herewith.
                                                                 SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Reg istrant has duly caused this Registration Statement to b e signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Watertown, Co mmonwealth of Massachusetts, on this 23rd d ay of
September, 2009.

                                                                         A123 SYSTEM, INC.


                                                                         By:   /s/ David P. Vieau
                                                                               Name: David P. Vieau
                                                                               Title: Ch ief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this Reg istration Statement has been signed by the follo wing pers ons in the
capacities and on the dates indicated.

                          Signature                                                     Title                                       Date

/s/ David P. Vieau
David P. Vieau                                               Chief Executive Officer and Director (principal              September 23, 2009
                                                             executive officer)

/s/ Michael Rubino
Michael Rubino                                               Chief Financial Officer (principal financial and             September 23, 2009
                                                             accounting officer)

                             *                               Director                                                     September 23, 2009
Gu ruraj Deshpande

                             *                               Director                                                     September 23, 2009
Arthur L. Go ldstein

                             *                               Director                                                     September 23, 2009
Gary E. Haroian

                             *                               Director                                                     September 23, 2009
Paul E. Jacobs

                             *                               Director                                                     September 23, 2009
Mark M. Little

                             *                               Director                                                     September 23, 2009
Jeffrey P. McCarthy

                             *                               Director                                                     September 23, 2009

Gilbert Neal Riley, Jr.

*By: /s/ Eric J. Pyenson
     Name: Eric J. Pyenson
     Title: Attorney-in-Fact
                                                             EXHIB IT INDEX

Exhibit No.                                                               Description


   5            Opinion of WilmerHale
  23.1          Consent of WilmerHale (included in Exhib it 5)
  23.2          Consent of Independent Registered Public Accounting Firm — Delo itte & Touche LLP
  24.1*         Powers of Attorney
  24.2**        Power o f Attorney of Mark M. Little



* Included on the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-152871) filed with the Commission on
August 8, 2008.
** Included as Exhib it 24.2 to A mend ment No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-152871) filed with the
Co mmission on June 22, 2009.
                                                                                                                                       Exhi bit 5




September 23, 2009                                                                                                WilmerHale Venture Group

                                                                                                                            +1 781 966 2000 (t)
A123 Systems, Inc.                                                                                                          +1 781 966 2100 (f)
Arsenal on the Charles                                                                                                          wilmerhale.co m
321 Arsenal Street
Watertown, MA 02472

Registration Statement on Form S-1

Ladies and Gentlemen :

This opinion is furnished to you in connection with a Registration Statement on Form S-1 (the “Registration Statement”) filed with the
Securities and Exchange Co mmission (the “Co mmission”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to
Rule 462(b) o f the Securities Act, for the reg istration of 2,875,000 shares of Co mmon Stock, $0.001 par value per share (the “Shares”), of
A123 Systems, Inc., a Delaware corporation (the “Co mpany”), including 375,000 Shares issuable upon exercise of an over-allo tment option
granted by the Co mpany.

The Shares are to be sold by the Company pursuant to an und erwrit ing agreement (the “Underwrit ing Agreement”) to be entered into by and
among the Co mpany, certain stockholders of the Co mpany (the “Selling Stockholders”) and Morgan Stanley & Co. Incorporated and Go ld man,
Sachs & Co., as representatives of the several underwriters named in the Underwriting Agreement, the form of which has been filed as
Exh ib it 1.1 to the Registration Statement.

We are acting as counsel for the Co mpany in connection with the sale by the Company of the Shares. We have examined signed copies of the
Registration Statement as filed with the Co mmission. We have also examined and relied upon the Underwriting Agreement, minutes of
meet ings of the stockholders and the Board of Directors of the Co mpany as provided to us by the Co mpany, stock record books of the
Co mpany as provided to us by the Co mpany, the Certificate of Incorporation and By -Laws of the Co mpany, each as restated and/or amended to
date, and such other documents as we have deemed necessary for purposes o f rendering the opinions hereinafter set forth.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all doc uments submitted
to us as originals, the conformity to orig inal docu ments of all documents submitted to us as copies, the authenticity of the origin als of such
latter documents and the legal competence of all signatories to such documents.

We exp ress no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Co mmonwealth of Massachusetts, the
General Co rporation Law of the State of Delaware and the federal laws of the Un ited States of America.

                       Wilmer Cutler Pickering Hale and Dorr LLP, 1100 W inter Street, Waltham, Massachusetts 02451
     Beijing Berlin    Boston Brussels Frankfurt London Los Angeles New York Oxfo rd Palo A lto Waltham Washington
Based upon and subject to the foregoing, we are of the opin ion that the Shares have been duly authorized for issuance and, when the Share s are
issued and paid for in accordance with the terms and conditions of the Underwriting Agreement, the Shares will be valid ly iss ued, fully paid
and nonassessable.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to an y other
matters. Th is opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to
advise you of any change in any of these sources of law or subsequent legal or factual develop ments which might affect any ma tters or opinions
set forth herein.

We hereby consent to the filing of this opinion with the Co mmission as an exhibit to the Registration Statement in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securit ies Act and to the use of our name therein and in the related Prospectus
under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of the Co mmission.

Very tru ly yours,

WILM ER CUTLER PICKERING HA LE AND DORR LLP


By: /s/ Susan L. Mazur
    Susan L. Mazur, a Partner

                                                                       2
                                                                                                                                  Exhi bit 23.2

                            CONS ENT OF INDEPENDENT REGIS TERED PUB LIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Reg istration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of
1933, as amended, of our report dated June 19, 2009 (wh ich report exp resses an unqualified opinion and includes an exp lanatory paragraph
relating to the Co mpany’s adoption on January 1, 2006 of Financial Accounting Standards Board Staff Position No. 150-5, Issu er’s Accounting
under FASB Statement No. 150 for Freestanding Warrants and Other Similar Instruments on Shares That Are Redeemable ) relating to the
consolidated financial statements of A123 Systems, Inc. and subsidiaries appearing in A mend ment No. 8 to Registration Statement
No. 333-152871 on Form S-1 and related Prospectus of A123 Systems, Inc.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
September 23, 2009