Capstone Green Energy (CGRNQ) S-8 POSRegistration of securities for employees (post-effective amendment)

As filed with the Securities and Exchange Commission on December 7, 2023

Registration Statement No. 333-267847

333-259569

333-248746

333-234578

333-223126

333-221695

333-207967

333-203432

333-184033

333-180616

333-170588

333-160049

333-131431

333-110847

333-107628

333-102039

333-101201

333-66390

333-40868

333-40846

333-40838

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO:

FORM S-8 REGISTRATION STATEMENT NO. 333-267847

FORM S-8 REGISTRATION STATEMENT NO. 333-259569

FORM S-8 REGISTRATION STATEMENT NO. 333-248746

FORM S-8 REGISTRATION STATEMENT NO. 333-234578

FORM S-8 REGISTRATION STATEMENT NO. 333-223126

FORM S-8 REGISTRATION STATEMENT NO. 333-221695

FORM S-8 REGISTRATION STATEMENT NO. 333-207967

FORM S-8 REGISTRATION STATEMENT NO. 333-203432

FORM S-8 REGISTRATION STATEMENT NO. 333-184033

FORM S-8 REGISTRATION STATEMENT NO. 333-180616

FORM S-8 REGISTRATION STATEMENT NO. 333-170588

FORM S-8 REGISTRATION STATEMENT NO. 333-160049

FORM S-8 REGISTRATION STATEMENT NO. 333-131431

FORM S-8 REGISTRATION STATEMENT NO. 333-110847

FORM S-8 REGISTRATION STATEMENT NO. 333-107628

FORM S-8 REGISTRATION STATEMENT NO. 333-102039

FORM S-8 REGISTRATION STATEMENT NO. 333-101201

FORM S-8 REGISTRATION STATEMENT NO. 333-66390

FORM S-8 REGISTRATION STATEMENT NO. 333-40868

FORM S-8 REGISTRATION STATEMENT NO. 333-40846

FORM S-8 REGISTRATION STATEMENT NO. 333-40838

UNDER

THE SECURITIES ACT OF 1933

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CAPSTONE GREEN ENERGY CORPORATION

(Exact Name of registrant as specified in its charter)

16640 Stagg Street
Van Nuys, California 91406
(818) 734-5300

(Address, including zip code and telephone number, including area code, of principal executive offices)

Capstone Green Energy Corporation 2017 Equity Incentive Plan

Capstone Turbine Corporation 2017 Equity Incentive Plan

Amended and Restated Capstone Turbine Corporation Employee Stock Purchase Plan

Capstone Turbine Corporation Amended and Restated 2000 Equity Incentive Plan

Capstone Turbine Corporation Inducement Awards

Stock Option Agreements with Walter J. McBride

Stock Option Agreement with Leigh L. Estus

Stock Option Agreement with Sharon Faltemier

Stock Option Agreement with John Fink

Stock Option Agreement with Michael Redmond

Stock Option Agreement with Sid Conrad

Stock Option Agreement with David Gillispie

Stock Option Agreement with Marty Segari

Stock Option Agreement with Allen McNair

Stock Option Agreement with John Tucker

Restricted Stock Purchase Agreement with John Tucker

Stock Option Agreement with Emily M. Liggett

Stock Option Agreement with Mr. Norman Chambers

Stock Option Agreement with Ms. Karen Clark

Deferred Compensation Plan of Capstone Turbine Corporation

Capstone Turbine Corporation 2000 Equity Incentive Plan

Capstone Turbine Corporation 2000 Employee Stock Purchase Plan

Capstone Turbine Corporation 1993 Incentive Stock Plan

(Full title of the plans)

John Juric

Chief Financial Officer

Capstone Green Energy Corporation

16640 Stagg Street

Van Nuys, California 91406

(818) 734-5300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Mark D. Wood, Esq.
Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, IL 60661-3693
(312) 902-5200

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

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ◻

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DEREGISTRATION OF SECURITIES

These Post-Effective Amendments are being filed by Capstone Green Energy Corporation (the “Company”) to deregister all shares of common stock, par value $0.001 (“Common Stock”), of the Company remaining unsold under the following Registration Statements on Form S-8 (the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the “SEC”):

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On September 28, 2023, the Company and its wholly-owned subsidiaries, Capstone Turbine International, Inc. (“Capstone Turbine International”) and Capstone Turbine Financial Services, LLC (together with Capstone Turbine International and the Company, the “Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered only for procedural purposes under the caption In re Capstone Green Energy Corporation, Case No. 23-11634 (LSS) (Bankr. D. Del.).

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On December 7, 2023, the Company emerged from the Chapter 11 Cases pursuant to that certain Joint Prepackaged Chapter Plan of Reorganization (as supplemented by that certain Plan Supplement, dated October 24, 2023) of Capstone Green Energy Corporation and its Debtors pursuant to Chapter 11 of the Bankruptcy Code, which was confirmed by the Bankruptcy Court on November 14, 2023.

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In connection with the foregoing, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of each offering, the Company hereby removes from registration any and all securities registered but unsold under the Registration Statements, if any, as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statements.

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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-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Van Nuys, State of California, on December 7, 2023.

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