UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 Or 15d-16
under the Securities Exchange Act of 1934
For the month of March, 2020
Commission File Number: 000-25270
Ballard Power Systems Inc.
(Translation of registrant’s name into English)
9000 Glenlyon Parkway,
Burnaby, BC
V5J 5J8
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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Form 20-F o |
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Form 40-F x |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) o
DOCUMENTS INCORPORATED BY REFERENCE
Exhibit 99.1 to this Form 6-K of Ballard Power Systems Inc. is hereby incorporated by reference into the Registrant’s registration statement on Form F-10 (File No. 333-225493), and to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Material Change Report dated March 19, 2020 |
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, thereunto duly authorized.
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Ballard Power Systems Inc. |
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Date: March 19, 2020 |
By: |
/s/ Tony Guglielmin |
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Name: |
Tony Guglielmin |
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Title: |
Chief Financial Officer |
Form 51-102F3
Material Change Report
Item 1. Name and Address of Company
Ballard Power Systems Inc. (the “Company” or “Ballard”)
9000 Glenlyon Parkway
Burnaby, British Columbia
V5J 5J8
Item 2. Date of Material Change
March 10, 2020
Item 3. News Release
A news release was disseminated on March 10, 2020 via Canada Newswire.
Item 4. Summary of Material Change
The Company entered into an at-the-market Equity Distribution Agreement (the “Equity Distribution Agreement”) with BMO Capital Markets Corp. (“BMO”) as lead agent and CIBC World Markets Corp, Cormark Securities Inc. and TD Securities (USA) LLC (together with BMO, the “Selling Agents”), thereby establishing an at-the-market equity program (the “ATM Program”). The Company intends to issue up to US$75,000,000 of common shares (“Common Shares”) under the ATM Program. The Common Shares will be issued from treasury to the public from time to time, at the Company’s discretion. Any Common Shares sold under the ATM Program will be sold at the prevailing market price at the time of sale, when sold through the Nasdaq stock exchange (“Nasdaq”) or any other existing trading market for the Common Shares in the United States. Sales under the ATM Program will be commenced at the Company’s discretion and the net proceeds of any sales of Common Shares under the ATM Program will be used for general corporate purposes.
Item 5. Full Description of Material Change
5.1 Full Description of Material Change
The Company entered into an at-the-market Equity Distribution Agreement with the Selling Agents, thereby establishing an ATM Program. The Company intends to issue up to US$75,000,000 of Common Shares under the ATM Program. The Common Shares will be issued from treasury to the public from time to time, at the Company’s discretion. Any Common Shares sold under the ATM Program will be sold at the prevailing market price at the time of sale, when sold through Nasdaq or any other existing trading market for the Common Shares in the United States. Sales under the ATM Program will be commenced at the Company’s discretion and the net proceeds of any sales of Common Shares under the ATM Program will be used for general corporate purposes.
Under the Equity Distribution Agreement, sales of Common Shares will be made through “at-the-market distributions” as defined in National Instrument 44-102 — Shelf Distributions on the Nasdaq or on any other existing trading market for the Common Shares in the United States. No Common Shares will be offered or sold in Canada under the ATM Program. Ballard is not obligated to make any sales of Common Shares under the Equity Distribution Agreement. The offering of Common Shares pursuant to the Equity Distribution Agreement will terminate upon the earlier of (a) the sale of all of the Common Shares subject to the Equity Distribution Agreement or (b) the termination of the Equity Distribution Agreement by BMO, on behalf of the Selling Agents, or the Company, as permitted therein. Ballard will pay the Selling Agents a commission rate of up to 2.0% of the aggregate gross proceeds from each sale of Common Shares and has agreed to provide the Selling Agents with customary indemnification and contribution rights. Ballard
will also reimburse the Selling Agents for certain specified expenses in connection with entering into the Equity Distribution Agreement.
The ATM Program is being made pursuant to a prospectus supplement to the Company’s base shelf prospectus dated June 26, 2018, included in the Company’s existing U.S. registration statement on Form F-10. The prospectus supplement relating to the ATM Program has been filed with the securities commissions in each of the provinces of Canada (other than Quebec) and the United States Securities and Exchange Commission. Copies of the relevant documents are available on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Alternatively, the Selling Agents will send the documents upon request by contacting BMO: BMO Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036, telephone: (800) 414-3627, email: bmoprospectus@bmo.com.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7. Omitted Information
Not applicable.
Item 8. Executive Officer
Kerry Hillier, Corporate Secretary of the Company is knowledgeable about the material change described above. His business telephone number is (604) 454-0900.
Item 9. Date of Report
March 19, 2020.