UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

 

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

__________________________________

 

Date of Report (Date of earliest event reported):  May 19, 2011

 

 

 

PLUG POWER INC.

 

(Exact name of registrant as specified in charter)

Delaware

1-34392

22-3672377

(State or Other
Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

968 Albany Shaker Road, Latham, New York  12110
(Address of Principal Executive Offices)  (Zip Code)

(518) 782-7700
(Registrant’s telephone number, including area code)

     

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 ( see General Instruction A.2. below):

 

      o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

      o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

      o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

      o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

 

 

 

 

 2

 

 

 


 

 

 

 

Item 3.03        Material Modification to Rights of Security Holders

 

            The information set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference.

 

Item 5.03        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 19, 2011, Plug Power Inc. (the “Company”) filed a Second Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”).  The Amendment effected a one-for-ten (1 for 10) reverse stock split of the Company’s outstanding common stock, par value $0.01 per share.  The reverse stock split became effective at 5:00 pm Eastern Time on May 19, 2011.

 

At the Company’s annual meeting of stockholders held on May 12, 2011, the stockholders approved the Amendment and authorized the Company’s Board of Directors, acting in its discretion, to effect a reverse stock split of the Company’s outstanding shares of common stock in a ratio within a range of 1:4 to 1:20, inclusive.  The Company’s Board of Directors determined that it is in the best interests of the Company to effect a one-for-ten reverse stock split, primarily to increase the per share trading price of the Company’s common stock above $1.00 in order to maintain the Company’s listing on the Nasdaq Capital Market and to help make the stock more attractive to institutional investors.  As a result of the reverse stock split, each ten (10) outstanding shares of pre-split common stock were automatically combined into one (1) share of post-split common stock.  No fractional shares will be issued.  The Company’s transfer agent will aggregate all fractional shares and sell them as soon as practicable at prevailing prices on the open market on behalf of those stockholders who would otherwise be entitled to receive a fractional share.  After the transfer agent’s completion of such sale, such stockholders will receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale.  The Company’s stockholders will receive instructions from the transfer agent regarding the exchange of outstanding pre-split stock certificates for post-split shares of common stock.  Proportional adjustments will be made to the Company’s outstanding stock options and other equity awards and to the Company’s equity compensation plans to reflect the reverse stock split.

 

The Company expects that trading of the Company’s common stock on the Nasdaq Capital Market on a split-adjusted basis will begin at the opening of trading on May 20, 2011.  The Company’s common stock will trade on the Nasdaq Capital Market under the symbol “PLUG” with the letter “D” appended to the trading symbol for a period of 20 trading days to indicate that the reverse stock split has occurred, after which time it will revert to trading under the symbol “PLUG.”

 

After giving effect to the reverse stock split, as of May 19, 2011, there were 13,292,384 shares of our common stock outstanding (subject to reduction to account for the cash out of fractional shares) and no shares of preferred stock outstanding.  After giving effect to the reverse stock split, there were 1,480,606 shares of common stock issuable upon the exercise of stock options and the vesting of restricted stock awards, in each case outstanding as of May 19, 2011 (subject to increase to account for the rounding up of fractional shares).

3

 

 


 

 

 

 

The following table sets forth, as of the dates and for the periods indicated and retroactively adjusted for the reverse stock split, the number of shares of our common stock issued, the number of shares of our common stock held in treasury, our basic and diluted loss per share and the weighted average number of shares outstanding.

 

As of or for the
quarter ended 3/31/11

As of or for the
quarter ended 3/31/10

As of or for the
year ended 12/31/10

As of or for the
year ended 12/31/09

As of or for the
year ended 12/31/08

Shares of common stock issued

13,443,403

13,280,019

13,369,924

13,059,124

12,816,400

Shares of common stock held in treasury

164,936

180,062

180,449

98,620

40,211

Basic and diluted loss per share

($0.55)

($0.81)

($3.58)

($3.15)

($13.62)

Weighted average shares of common stock outstanding

13,225,095

13,044,057

13,123,162

12,911,066

8,938,348

 

 

The Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.  On May 19, 2011, the Company issued a press release announcing the reverse stock split.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  For further information related to the reverse stock split, please refer to the Company’s definitive proxy statement as filed with the Securities and Exchange Commission on April 11, 2011.

 

 

4

 

 


 

 

 

 

Item 9.01.  Financial Statements and Exhibits

 

d) Exhibits.

Exhibit Number

 

Title

3.1

99.1

 

Second Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc.

Press release, dated May 19, 2011

 

 

 

 

 

 

 

 

 

 

5

 

 


 

 

 

 

 

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.

 

 

 

PLUG POWER INC.

 

 

Date:  May 19, 2011

By:  /s/ Andrew Marsh                      

 

Andrew Marsh, President and

 Chief Executive Officer.

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

 


 

 

 

 

EXHIBIT INDEX

 

Exhibit Number

 

Title

3.1

99.1

 

Second Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc.

Press release, dated May 19, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

 

 

 

Exhibit 3.1

 

 

 

 

 

SECOND CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

PLUG POWER INC.

 

Plug Power Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

 

FIRST:       That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Second Certificate of Amendment of Amended and Restated Certificate of Incorporation (this “Second Amendment”) to combine each ten outstanding shares of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), into one (1) share of Common Stock; and (ii) declaring this Second Amendment to be advisable, submitted to and considered by the stockholders of the Corporation entitled to vote thereon for approval by the affirmative vote of such stockholders in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment of the Amended and Restated Certificate of Incorporation dated June 21, 2000 (collectively, the “Certificate of Incorporation”)  and Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) and recommended for approval by the stockholders of the Corporation.

 

SECOND: That this Second Amendment was duly adopted in accordance with the terms of the Certificate of Incorporation and the provisions of Section 242 of the DGCL by the Board of Directors and stockholders of the Corporation.

 

THIRD:      That the capital of the Corporation shall not be reduced under or by reason of this Second Amendment.

 

FOURTH:  That upon the effectiveness of this Second Amendment, the Certificate of Incorporation is hereby amended such that the following paragraph shall be added after the first paragraph of ARTICLE IV of the Certificate of Incorporation:

 

 

 


 

 

 

 

As of 5:00 p.m. (eastern time) on May 19, 2011 (the “Effective Time), each ten shares of Common Stock issued and outstanding at such time shall be combined into one (1) share of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain $0.01 per share.  No fractional shares of Common Stock shall be issued and, in lieu thereof, the Corporation's transfer agent shall aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share. After the transfer agent's completion of such sale, such stockholders shall receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale.  A stockholder who holds shares in certificated form will receive such net proceeds as soon as practicable after the Effective Time and after the stockholder has submitted a transmittal letter and surrendered his or her Old Certificates (as defined below), while a stockholder who holds shares in book-entry form will receive such net proceeds as soon as practicable without need for further action by the stockholder. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

 

IN WITNESS WHEREOF, the Corporation has caused this Second Certificate of Amendment of Amended and Restated Certificate of Incorporation to be executed by Andrew Marsh, its President and Chief Executive Officer, this 19 th day of May, 2011.

 

 

PLUG POWER INC.

 

 

       

By :

Name:  Andrew Marsh

Title:    President and Chief Executive Officer

                                                                            

 

 

 

 

 

 

 

2

 

 

 

 

Exhibit 99.1

 

 

News Release

 

 

FOR IMMEDIATE RELEASE

 

PLUG POWER ANNOUNCES 1-FOR-10 REVERSE STOCK SPLIT

 

LATHAM, N.Y., May 19, 2011 -- Plug Power Inc. (NASDAQ: PLUG), a leader in providing clean, reliable energy solutions, today announced that its Board of Directors, as authorized by Plug Power stockholders, implemented a one-for-ten reverse stock split of its common stock. The Company filed a charter amendment to implement the reverse stock split, which became effective at 5:00 pm Eastern Time on May 19, 2011.  The reverse stock split was authorized by Plug Power’s stockholders at its annual meeting on May 12, 2011.

 

“The Plug Power Board has given considerable thought to the decision of a reverse stock split,” said Andy Marsh, CEO at Plug Power. “The ultimate decision implemented by the Board of Directors was done to help Plug Power maintain its Nasdaq listing as well as to increase the share price to make our stock more attractive to institutional investors.” The bid price of the Company's common stock must close at $1.00 or higher for ten consecutive business days prior to June 6, 2011 in order for the Company to maintain its listing on the Nasdaq Capital Market.

 

Remaining compliant with Nasdaq listing requirements is important to the health of the Company as it moves toward profitability with its GenDrive fuel cell. Plug Power currently holds an approximate 85% market share of the fuel cell-powered lift truck market and received more orders for its GenDrive product during the first quarter of 2011 than it did in all of 2010. With this increase in orders, and engineering improvements that utilize common components across product lines, Plug Power expects to drive down material costs by 30 to 40 percent. Implementation is currently underway and Plug Power expects these improvements to begin to impact its financial results by the end of 2011.

 

As a result of the reverse stock split, each ten (10) outstanding shares of pre-split common stock were automatically combined into one (1) share of post-split common stock.  No fractional shares will be issued.  The Company’s transfer agent will aggregate all fractional shares and sell them as soon as practicable at prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share.  After the transfer agent’s completion of such sale, such stockholders will receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale.  Proportional adjustments will be made to the Company’s outstanding stock options and other equity awards and to the Company’s equity compensation plans to reflect the reverse stock split.

 

The Company’s stockholders will receive instructions from American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, regarding the exchange of outstanding pre-split stock certificates for post-split shares of common stock. 

 

The Company expects that trading of the Company’s common stock on the Nasdaq Capital Market on a split-adjusted basis will begin at the opening of trading on May 20, 2011.  The Company’s common stock will trade on the Nasdaq Capital Market under the symbol “PLUG” with the letter “D” appended to the trading symbol for a period of 20 trading days to indicate that the reverse stock split has occurred, after which time it will revert to trading under the symbol “PLUG.”

 

About Plug Power Inc.

The architects of modern fuel cell technology, Plug Power revolutionized the industry with cost-effective power solutions that increase productivity, lower operating costs and reduce carbon footprints.  Long-standing relationships with industry leaders forged the path for our key accounts, including Wegmans, Whole Foods, and FedEx Freight.  With more than 1,200 GenDrive units shipped to material handling customers, accumulating over 2.5 million hours of runtime, Plug Power manufactures tomorrow’s incumbent power solutions today. Visit us at www.plugpower.com .

 

 

 

 

 


 

 

 

 

###

 

Plug Power Inc. Safe Harbor Statement

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding our ability to regain or maintain compliance with Nasdaq listing requirements, the future trading price of our common stock, the future profitability of our GenDrive product line and expected reductions in material and product costs. These statements are based on current expectations that are subject to certain assumptions, risks and uncertainties, any of which are difficult to predict, are beyond our control and that may cause our actual results to differ materially from the expectations in our forward-looking statements including statements regarding the risk that unit orders will not ship, be installed and/or convert to revenue, in whole or in part; the cost and timing of developing our products and our ability to raise the necessary capital to fund such development costs; the ability to achieve the forecasted gross margin on the sale of our products; the actual net cash used for operating expenses may exceed the projected net cash for operating expenses; the cost and availability of fuel and fueling infrastructures for our products; market acceptance of our GenDrive system; our ability to establish and maintain relationships with third parties with respect to product development, manufacturing, distribution and servicing and the supply of key product components; the cost and availability of components and parts for our products; our ability to develop commercially viable products; our ability to reduce product and manufacturing costs; our ability to successfully expand our product lines; our ability to improve system reliability for GenDrive; competitive factors, such as price competition and competition from other traditional and alternative energy companies; our ability to manufacture products on a large-scale commercial basis; our ability to protect our intellectual property; the cost of complying with current and future governmental regulations; and other risks and uncertainties discussed under "Item IA-Risk Factors" (i) in our annual report on Form 10-K for the fiscal year ended December 31, 2010, filed with the Securities and Exchange Commission ("SEC") on March 31, 2011 and (ii) in our quarterly report on Form 10-Q for the quarter ended March 31, 2011 filed with the SEC on May 13, 2011, as well as in the other reports we file from time to time with the SEC.  Plug Power does not intend to, and undertakes no duty to update any forward-looking statements as a result of new information or future events.

 

 

 

Media Contact:

Reid Hislop

Plug Power Inc. 

Phone: (518) 782-7700 ext. 1360

Investor Relations Contact:

Cathy Yudzevich

Plug Power Inc.

Phone: (518) 782-7700 ext. 1448