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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2015
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FUELCELL ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
 
1-14204
 
06-0853042
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

3 Great Pasture Road
Danbury, Connecticut 06813
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 825-6000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
____________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:




□
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 3.03.      Material Modification to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03      Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 3, 2015, FuelCell Energy, Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of Delaware (the “Certificate of Amendment”) to effect a 1-for-12 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and to decrease proportionately the number of authorized shares of Common Stock, effective as of 4:01 p.m. Eastern Time on December 3, 2015. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 314.5 million shares to approximately 26.2 million shares, subject to adjustment for the payment of cash in lieu of fractional shares (as described below). The number of authorized shares of Common Stock under the Certificate of Incorporation will change proportionately from 475,000,000 shares to 39,583,333 shares.
As previously disclosed, the Company’s stockholders approved a Reverse Stock Split of the Common Stock at the annual meeting of stockholders on April 2, 2015, as determined by the Board of Directors of the Company (the “Board) in its discretion, at one of five reverse stock split ratios, 1-for-3, 1-for-5, 1-for-7, 1-for-10 or 1-for-12. The Board determined to effect the reverse stock split at a ratio of 1-for-12, and approved the corresponding final form of the Certificate of Amendment.
The Reverse Stock Split will become effective as of 4:01 p.m. Eastern Time on December 3, 2015, at which time every twelve (12) shares of the Company’s issued and outstanding Common Stock will be automatically converted into one (1) issued and outstanding share of Common Stock, without any change in the par value per share.
No fractional shares will be issued as a result of the Reverse Stock Split; any stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment (without interest) in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Common Stock, as reported on The Nasdaq Global Market, as of the date the Certificate of Amendment.
Pursuant to the terms of the Amended Certificate of Designation of 5% Series B Cumulative Convertible Perpetual Preferred Stock of the Company (the “Series B Preferred Shares”), and the Articles of Amendment of the Class A Cumulative Redeemable Exchangeable Preferred Shares of the Company’s subsidiary, FuelCell Energy, Ltd. (“Series 1 Preferred Stock”), the conversion price at which shares of Series B Preferred Stock may be converted into shares of Common Stock, and the exchange price at which shares of Series 1 Preferred Stock may be exchanged into shares of Common Stock, as applicable, will be proportionately adjusted to reflect the Reverse Stock Split. In addition, a proportionate adjustment will be made to the per share exercise price of all outstanding options and warrants to purchase shares of Common Stock, and the number of shares reserved for issuance pursuant to the Company’s equity compensation plans will be reduced proportionately.
The Common Stock will begin trading on a reverse stock split-adjusted basis on the Nasdaq Global Market on December 4, 2015. The trading symbol for the Common Stock will remain “FCEL.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 35952H 502.







Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
3.1
99.1
Certificate of Amendment to the Certificate of Incorporation of FuelCell Energy, Inc.
FuelCell Energy, Inc. Press Release issued December 3, 2015.
 
 






SIGNATURES
Pursuant to the requirements 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.
FUELCELL ENERGY, INC.
Date: December 3, 2015                By:     /s/ Michael S. Bishop                                         Michael S. Bishop
Senior Vice President, Chief Financial Officer,
Corporate Secretary and Treasurer






EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FUELCELL ENERGY, INC.
It is hereby certified that:
1. The name of the corporation is FuelCell Energy, Inc. (the " Corporation ").

2. The Certificate of Incorporation of the Corporation is hereby amended by striking out Article Fourth thereof and by substituting in lieu of said Article the following new Article:
    
"FOURTH:      The total number of shares of stock which the Corporation shall have authority to issue is as follows: 39,583,333 shares of Common Stock, $.0001 par value (the “Common Stock”); and 250,000 shares of Preferred Stock, $.01 par value (the “Preferred Stock”).  The classes of capital stock of the Corporation shall have the preferences, voting powers and relative participating, optional or other special rights and qualifications, limitations or restrictions as set forth in this Article Fourth. Effective as of 4:01 p.m., Eastern time, on the date that this Certificate of Amendment is filed with the Secretary of State of the State of Delaware (the “Effective Time”), each twelve (12) shares of the Common Stock issued and outstanding or held in the treasury (if any) immediately prior to the Effective Time shall be automatically combined and converted, without further action, into one (1) validly issued, fully paid and non-assessable share of Common Stock with a par value of $.0001 per share, subject to the treatment of fractional shares. No fractional shares shall be issued and, in lieu thereof, any holder of Common Stock immediately prior to the Effective Time who would otherwise be entitled to a fraction of a share shall be entitled to receive a cash payment (without interest) in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Common Stock, as reported on The Nasdaq Global Market, as of the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.”

3. The amendment of the Certificate of Incorporation of the Corporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

4. This Certificate of Amendment will become effective as of 4:01 p.m., Eastern time, on the date that this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.
Signed on December 3, 2015              By: /s/ Michael S. Bishop
Name: Michael Bishop
Title: Senior Vice President





Exhibit 99.1

                                        
FuelCell Energy Announces Reverse Stock Split


DANBURY, CT - December 3, 2015 -- FuelCell Energy, Inc. (Nasdaq: FCEL), a global leader in the design, manufacture, operation and service of ultra‐clean, efficient and reliable fuel cell power plants, today announced that a 1-for-12 reverse stock split has become effective, and that trading of the Company’s common stock on a post-split basis will begin on Friday, December 4, 2015.

Today, the Company filed a Certificate of Amendment to the Company's Certificate of Incorporation to effect a reverse stock split of its common stock at a ratio of 1-for-12 with the Secretary of State for the State of Delaware. The amendment also proportionately decreased the number of authorized shares of the Company's common stock from 475,000,000 to 39,583,333 shares, but did not change the par value, of the Company's common stock. The Reverse Stock Split became effective at 4:01 P.M. eastern time today.

Trading of the Company's common stock on the NASDAQ Global Market will continue, on a post-split basis, with the opening of the markets on Friday, December 4, 2015, under new CUSIP number 35952H 502. Shares of the Company's common stock will continue to trade under the symbol "FCEL."

Immediately following the reverse stock split, there will be approximately 26.2 million shares, par value $0.0001 per share, of the Company's common stock issued and outstanding. No fractional shares will be issued as a result of the reverse stock split. A holder of record of common stock on the effective date of the reverse stock split who would otherwise be entitled to a fraction of a share will instead be entitled to receive a cash payment for the fractional interest.

The Company's transfer agent, American Stock Transfer & Trust Company will act as exchange agent for the reverse stock split.
•
Shareholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers' particular processes, and will not be required to take any action in connection with the reverse stock split.
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Registered shareholders holding pre-split shares of FCEL common stock electronically in book-entry form are not required to take any action to receive post-split shares.
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Shareholders of record holding certificates representing pre-split shares of FCEL common stock as of the effective date will receive a letter of transmittal from American Stock Transfer & Trust Company providing instructions for (i) the exchange of shares and (ii) and how to receive their cash payment in lieu of fractional shares, if applicable.

At the annual meeting of shareholders on April 2, 2015, the shareholders approved the 2015 proxy proposal granting authority to the Board of Directors to effect a reverse split with 80.7 percent of shares voted supporting the proposal, 18.6 percent voting against and 0.7 percent abstaining. Additional information regarding the Company's reverse stock split is available in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission (SEC) on February 12, 2015. The definitive proxy statement is available at the Investors page of the Company website at www.fuelcellenergy.com and the SEC website.

About FuelCell Energy
Direct FuelCell® power plants are generating ultra-clean, efficient and reliable power at more than 50 locations worldwide.  With more than 300 megawatts of power generation capacity installed or in backlog, FuelCell Energy is a global leader in providing ultra-clean baseload distributed generation to utilities, industrial operations, universities, municipal water treatment facilities, government installations and other customers around the world.   The Company’s power plants have generated more than four billion kilowatt hours of ultra-clean power using a variety of fuels including




renewable biogas from wastewater treatment and food processing, as well as clean natural gas.  For additional information, please visit www.fuelcellenergy.com, follow us on Twitter and view our videos on YouTube.

Direct FuelCell, DFC, DFC/T, DFC-H2 and FuelCell Energy, Inc. are all registered trademarks of FuelCell Energy, Inc. DFC-ERG is a registered trademark jointly owned by Enbridge, Inc. and FuelCell Energy, Inc.


Contact:

FuelCell Energy, Inc.
Kurt Goddard, Vice President Investor Relations
203-830-7494
 ir@fce.com