UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A/A
 
(Amendment No. 1)
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
BROADWIND ENERGY, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	 	88-0409160	
(State or Other Jurisdiction of	 	(IRS Employer Identification No.)	
Incorporation)	 	 	
 
3240 South Central Avenue, Cicero, Illinois 60804
(Address of Principal Executive Offices) (Zip Code)
 
Securities to be registered pursuant to Section 12(b) of the Act:

 	Title of each class
to be so registered	 	Name of each exchange on which
each class is to be registered	
 	 	 	 	
 	Preferred Stock Purchase Rights	 	The NASDAQ Capital Market	
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  o
 
Securities Act registration statement file number to which this form relates:   N/A (if applicable)
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
None
(Title of class)

 

 
EXPLANATORY NOTE
 
This amendment hereby amends the registration statement on Form 8-A filed by Broadwind Energy, Inc. (the “ Company ”) with the Securities and Exchange Commission on February 12, 2013, by supplementing Items 1 and 2 with the following.
 
Item 1.                                                          Description of Registrant’s Securities To Be Registered.
 
On February 5, 2016, the Company entered into a First Amendment to Section 382 Rights Agreement (the “ Amendment ”), which amends the Section 382 Rights Agreement, dated as of February 12, 2013 (the “ Rights Agreement ”), between the Company and Wells Fargo, National Association, as rights agent.
 
The Amendment (i) decreases the purchase price for each one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock, par value $0.001 per share, from $14.00 to $9.81 and (ii) extends the Final Expiration Date (as defined in the Rights Agreement) from February 22, 2016 to February 22, 2019.  In addition, the Amendment provides that the Rights (as defined in the Rights Agreement) will no longer be exercisable if the Company’s stockholders do not approve the Amendment at the Company’s 2016 Annual Meeting of Stockholders.
 
The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Rights Plan, which is filed as Exhibit 1 to the Company’s Form 8-A filed on February 12, 2013 and is incorporated herein by reference, and the Amendment, which is filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 8, 2016 and incorporated herein by reference.
 
Item 2.                                                          Exhibits.

Exhibit
Number	 	Description of Document	
 	 	 	
3.1	 	Certificate of Designation of the Series A Junior Participating Preferred Stock of Broadwind Energy, Inc., dated February 13, 2013 (incorporated by reference to Exhibit 2 to the Company’s Form 8-A, filed on February 2, 2013)	
 	 	 	
4.1	 	Section 382 Rights Agreement, dated as of February 12, 2013, between the Company and Wells Fargo, National Association, as rights agent (incorporated by reference to Exhibit 1 to the Company’s Form 8-A, filed on February 2, 2013)	
 	 	 	
4.2	 	First Amendment to Section 382 Rights Agreement, dated as of February 5, 2016, between the Company and Wells Fargo, National Association, as rights agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on February 8, 2016)	
 
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SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	BROADWIND ENERGY, INC.	
 	 	 	
February 8, 2016	By:	/s/ Stephanie K. Kushner	
 	 	Stephanie K. Kushner	
 	 	Interim President and Chief Executive Officer	
 	 	and Chief Financial Officer	
 
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EXHIBIT INDEX

EXHIBIT
NUMBER	 	DESCRIPTION	
 	 	 	
3.1	 	Certificate of Designation of the Series A Junior Participating Preferred Stock of Broadwind Energy, Inc., dated February 13, 2013 (incorporated by reference to Exhibit 2 to the Company’s Form 8-A, filed on February 2, 2013)	
 	 	 	
4.1	 	Section 382 Rights Agreement, dated as of February 12, 2013, between the Company and Wells Fargo, National Association, as rights agent (incorporated by reference to Exhibit 1 to the Company’s Form 8-A, filed on February 2, 2013)	
 	 	 	
4.2	 	First Amendment to Section 382 Rights Agreement, dated as of February 5, 2016, between the Company and Wells Fargo, National Association, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on February 8, 2016)	
 
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