Delaware
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04-2985631
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [x]
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration
fee
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Common Stock, $.10 par value per share
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150,000 shares(1)
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$7.41(2)
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$1,110,750 (2)
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$143.06
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, to the extent additional shares of our Common Stock may be issued or issuable as a result of a stock split or other distribution declared at any time by our Board of Directors while this Registration Statement is in effect, this Registration Statement is hereby deemed to cover all such additional Common Stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933. The price per share and aggregate offering price are based upon the average of the high and low asked prices of the registrant's common stock on January 31, 2014 as reported on The Nasdaq Capital Market.
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SEVCON, INC.
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By:
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/S/ Matthew Boyle
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Name: Matthew Boyle
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Title: President and Chief Executive Officer
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Signature
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Title
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Date
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/S/ Matthew Boyle
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President and Chief Executive Officer,
Director (Principal Executive Officer)
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February 4, 2014
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Matthew Boyle
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/S/ Paul N. Farquhar
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Vice President, Chief Financial Officer and
Treasurer (Principal Financial and Accounting Officer)
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February 4, 2014
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Paul N. Farquhar
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/S/ Glenn J. Angiolillo
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Director
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February 4, 2014
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Glenn J. Angiolillo
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/S/ Maarten D. Hemsley
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Director
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February 4, 2014
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Maarten D. Hemsley
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/S/ William J. Ketelhut
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Director
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February 4, 2014
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William J. Ketelhut
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/S/ Ryan J. Morris
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Director
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February 4, 2014
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Ryan J. Morris
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/S/ Paul B. Rosenberg
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Director
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February 4, 2014
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Paul B. Rosenberg
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/S/ Walter J. Schenker
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Director
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February 4, 2014
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Walter J. Schenker
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/S/ Marvin G. Schorr
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Director
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February 4, 2014
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Marvin G. Schorr
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/S/ Bernard F. Start
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Director
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February 4, 2014
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Bernard F. Start
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/S/ David R. A. Steadman
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Director
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February 4, 2014
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David R. A. Steadman
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/S/ Paul O. Stump
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Director
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February 4, 2014
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Paul O. Stump
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/S/ Frederick A. Wang
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Director
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February 4, 2014
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Frederick A. Wang
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Exhibit |
Description
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4.1
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Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed on June 7, 2011).
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4.2
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Amended and Restated By-laws of the registrant (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on December 11, 2013).
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4.3
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Specimen Common Stock Certificate of the Registrant (incorporated by reference to Exhibit (4)(a) to Annual Report for the fiscal year ended September 30, 2008).
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5.1
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Opinion of Edwards Wildman Palmer LLP as to the legality of the securities registered hereunder.
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23.1
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Consent of McGladrey LLP.
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23.2
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Consent of Edwards Wildman Palmer LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (contained on the signature page hereto).
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99.1
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Sevcon, Inc. Amended and Restated 1996 Equity Incentive Plan (incorporated by reference to Appendix B to the Proxy Statement on Schedule 14A filed on January 6, 2014).
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