Plug Power Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
24 Aprile 2008 - 8:21PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title
of Class of Securities)
(CUSIP
Number)
Gregory J. Golden
Baker Botts L.L.P.
The Warner
1299 Pennsylvania Avenue, N.W.
Washington, D.C.
20004-2400
(202) 639-7700
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date
of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on
the remainder of this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP
No.
72919P103
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1.
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Names of Reporting Persons
SMART HYDROGEN INC.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
44,626,939
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive Power
44,626,939
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
44,626,939
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
34.97%
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14.
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Type
of Reporting Person (See Instructions)
CO
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2
CUSIP
No.
72919P103
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1.
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Names of Reporting Persons
MMC NORILSK NICKEL
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Russian Federation
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
44,626,939
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9.
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Sole
Dispositive Power
0
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10.
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Shared Dispositive Power
44,626,939
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
44,626,939
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|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13.
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Percent
of Class Represented by Amount in Row (11)
34.97%
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14.
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Type
of Reporting Person (See Instructions)
HC
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3
CUSIP
No.
72919P103
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1.
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Names of Reporting Persons
CLAYBURN DEVELOPMENT INC.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
44,626,939
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
44,626,939
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
44,626,939
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
34.97%
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|
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14.
|
Type
of Reporting Person (See Instructions)
HC
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4
CUSIP
No.
72919P103
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1.
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Names of Reporting Persons
BRANTON
LIMITED
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC
Use Only
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|
|
4.
|
Source
of Funds (See Instructions)
AF
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5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Bahamas
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole
Voting Power
0
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8.
|
Shared
Voting Power
44,626,939
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|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
44,626,939
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
44,626,939
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
34.97%
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|
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14.
|
Type
of Reporting Person (See Instructions)
HC
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5
CUSIP
No.
72919P103
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1.
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Names
of Reporting Persons
VLADIMIR
O. POTANIN
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
AF
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5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Russian Federation
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
44,626,939
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
44,626,939
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
44,626,939
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
34.97%
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|
|
14.
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Type
of Reporting Person (See Instructions)
IN
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6
CUSIP
No.
72919P103
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1.
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Names
of Reporting Persons
MIKHAIL
D. PROKHOROV
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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|
(a)
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x
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|
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(b)
|
o
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
|
5.
|
Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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|
|
6.
|
Citizenship or Place of
Organization
Russian Federation
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole
Voting Power
0
|
|
8.
|
Shared
Voting Power
44,626,939
|
|
9.
|
Sole
Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
44,626,939
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
44,626,939
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
34.97%
|
|
|
14.
|
Type
of Reporting Person (See Instructions)
IN
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7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Statement of
Smart Hydrogen Inc.
Pursuant to Section 13(d) of
the Securities Exchange Act of 1934
in respect of
Plug Power Inc.
This Amendment No. 2 (this Amendment No. 2)
hereby amends and supplements the
statement of beneficial ownership on Schedule 13D
of Smart Hydrogen Inc.
(Smart Hydrogen),
MMC Norilsk Nickel
(Norilsk Nickel)
,
Clayburn Development Inc. (Clayburn),
Branton Limited (Branton), Mikhail D. Prokhorov, and Vladimir O. Potanin,
originally filed on
April 20, 2006, as amended by Amendment No. 1 filed on June 29,
2006 (as amended, the Original Statement)
. Unless
otherwise indicated herein, terms used but not defined in this Amendment No. 2
have the same meaning given to them in the Original Statement. The Original
Statement, as amended by this Amendment No. 2, is sometimes referred to herein
as the Statement.
Item 4.
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Purpose of Transaction
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The information set forth
in Item 4 is hereby amended and supplemented with the following
:
The information contained
in Items 3, 5, and 6 of the Statement is hereby incorporated by reference
into this Item 4.
This Statement relates to
Smart Hydrogens beneficial ownership of 44,626,939 shares of Common Stock,
representing approximately 34.97% of the Issuers outstanding Common
Stock. These shares consist of 5,126,939
shares of Common Stock and 395,000 shares of Class B Capital Stock which are
presently convertible into 39,500,000 shares of Common Stock. The ownership percentages contained in this
Amendment No. 2 and in the cover pages hereto are based upon information
contained in the Issuers most recently available filings with the Securities
and Exchange Commission that, as of March 31, 2008, 88,124,168 shares of
Common Stock and 395,000 shares of Class B Capital Stock were outstanding.
The shares of Common Stock
and Class B Capital Stock held by Smart Hydrogen were acquired pursuant to
the transactions described in the Original Statement and pursuant to the
exercise of Smart Hydrogens top up rights under the Investor Rights
Agreement described in the Original Statement. Beneficial ownership of these shares is a
component of the Reporting Persons broader strategy to invest in the
hydrogen fuel cell industry in the United States and elsewhere.
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8
Announcement of
Restructuring Transaction
On April 17, 2008, Mr. Prokhorov and Mr.
Potanin agreed to restructure certain of their joint business holdings, which holdings
include, among other things, the beneficial ownership of Common Stock by the
Reporting Persons. Specifically, Messrs.
Potanin and Prokhorov have agreed that Mr. Prokhorov will relinquish his entire
beneficial ownership of the Common Stock by conveying his entire interest in
Branton to Mr. Potanin. Following this
restructuring, Mr. Potanin, Smart Hydrogen, Norilsk Nickel, Branton, and
Clayburn will retain their entire beneficial ownership in the Common Stock. Following this restructuring, Mr. Prokhorov
will not have any beneficial ownership in the Common Stock, but he will retain
an indirect, minority ownership stake in Norilsk Nickel, the indirect parent
company of Clayburn. The restructuring
transaction is currently expected to close in May 2008. Mr. Prokhorov and Mr. Potanin contemplate
that following the restructuring, Mr. Sergey Polikarpov, who was appointed by
Smart Hydrogen as a director of the Issuer, may resign as a director of the
Issuer, in which case Smart Hydrogen would appoint a new director.
No Other Plans or Proposals
Except as set forth in this Item 4 and Items
3, 5, and 6 of the Statement, none of the persons listed in Item 2 has any
present plans or proposals that relate to or would result in the occurrence of
any of the events specified in clauses (a) through (j) of the instructions to
Item 4 of Schedule 13D. The Reporting
Persons reserve the right to formulate plans or make proposals, and take such
actions with respect to their investment in the Issuer, including any action that
relates to or would result in the occurrence of any or all of the events
specified in clauses (a) through (j) of the instructions to Item 4 of Schedule
13D, and any other actions, as they may determine. The Reporting Persons intend to review
continually their investment in the Issuer, depending upon future evaluations
of the business prospects of the Issuer and upon other developments, including
but not limited to, general economic and business conditions and stock market
conditions. The Reporting Persons may
determine to increase or decrease their equity position in the Issuer by
acquiring additional shares of disposing of some of the shares they may hold,
in each case in accordance with the terms and conditions contained in the
Certificate of Designations and the agreements executed at Closing.
Item 5.
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Interest in Securities of the
Issuer
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Item 5 is hereby amended and
restated as follows:
(a) - (b)
As of the date hereof, Smart Hydrogen is the
beneficial owner of 44,626,939 shares of Common Stock, or approximately 34.97%
of the Issuers outstanding Common Stock.
This amount is the sum of (i) 5,126,939 shares of Common Stock; and (ii)
395,000 shares of Class B Capital Stock which are presently convertible into
39,500,000 shares of Common Stock. By virtue
of the direct and indirect ownership of Smart Hydrogen, each of Clayburn, Branton,
Norilsk Nickel, Mr. Potanin, and Mr. Prokhorov may be deemed to be a beneficial
owner of 44,626,939 shares of Common Stock or approximately 34.97% of the
outstanding shares of Common Stock.
9
(c)
No transactions in the Common Stock were
effected in the past 60 days, by the persons named in response to Item 5(a).
(d)
All persons known to have the right to
receive or the power to direct the dividends from, or the proceeds from the
sale of, the securities described in this Item 5 are described in this
Statement.
(e)
Not applicable.
Item 6.
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Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
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The information
set forth in Item 6 is hereby amended and supplemented with the following
:
As described
in Items 4
through 5 of this Statement, which are hereby incorporated by reference in
this Item 6,
Mr. Prokhorov
and Mr. Potanin have agreed to restructure certain of their joint business
holdings, which holdings include, among other things, the beneficial
ownership of the Common Stock by the Reporting Persons. Specifically, Messrs. Potanin and
Prokhorov have agreed that Mr. Prokhorov will relinquish his entire
beneficial ownership of the Common Stock by conveying his entire interest in
Branton to Mr. Potanin. Following
this restructuring, Mr. Potanin, Smart Hydrogen, Norilsk Nickel,
Branton, and Clayburn will retain their entire beneficial ownership in the
Common Stock. Following this
restructuring, Mr. Prokhorov will not have any beneficial ownership in
the Common Stock, but he will retain an indirect, minority ownership stake in
Norilsk Nickel, the indirect parent company of Clayburn. Mr. Prokhorov and
Mr. Potanin contemplate that following the restructuring, Mr. Sergey
Polikarpov, who was appointed by Smart Hydrogen as a director of the Issuer,
may resign as a director of the Issuer, in which case Smart Hydrogen would
appoint a new director.
Except as
described in this Statement, none of the Reporting Persons, nor to the
knowledge of the Reporting Persons, any of the persons listed in
Exhibit A of the Original Statement, has any contract, arrangement,
understanding, or relationship (legal or otherwise) with any person with
respect to any securities of the Issuer, including but not limited to
transfer or voting of such securities, finders fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding or proxies.
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Item 7.
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Material to be Filed as
Exhibits
|
The
following documents are filed as exhibits to this Amendment:
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Exhibit A Agreement Relating to the
Joint Filing of Schedule 13D/A dated April 24, 2008.
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10
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this
Amendment No. 2 is true, complete and correct.
Dated: April 24, 2008
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SMART
HYDROGEN INC.
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By:
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/s/
Athina Karelidou
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Name:
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Athina
Karelidou
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Title:
|
Director
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MMC NORILSK
NICKEL
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By:
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/s/
Denis Morozov
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Name:
|
Denis
Morozov
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Title:
|
CEO
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CLAYBURN
DEVELOPMENT INC.
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|
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By:
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/s/
Andrey Smirnov
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Name:
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Andrey
Smirnov
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Title:
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Attorney-in-fact
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BRANTON
LIMITED
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By:
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/s/
Maria Lambrianidou
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Name:
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Maria
Lambrianidou
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Title:
|
Director
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VLADIMIR O.
POTANIN
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By:
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/s/
Vladimir O. Potanin
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Name:
|
Vladimir
O. Potanin
|
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MIKHAIL D.
PROKHOROV
|
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By:
|
/s/
Mikhail D. Prokhorov
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Name:
|
Mikhail
D. Prokhorov
|
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|
11
EXHIBIT A
AGREEMENT RELATING TO JOINT FILING OF
SCHEDULE 13D/A
In accordance with Rule 13d-1(k)(1)(iii) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of an Amendment No. 2 to the Statement on
Schedule 13D filed on April 24, 2008 (including additional amendments
thereto) with respect to the securities of Plug Power Inc. This Joint Filing Agreement shall be filed as
an Exhibit to such Statement.
Date: April 24
, 2008
|
SMART
HYDROGEN INC.
|
|
|
|
By:
|
/s/
Athina Karelidou
|
|
Name:
|
Athina
Karelidou
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
MMC NORILSK
NICKEL
|
|
|
|
By:
|
/s/
Denis Morozov
|
|
Name:
|
Denis
Morozov
|
|
Title:
|
CEO
|
|
|
|
|
|
|
|
CLAYBURN
DEVELOPMENT INC.
|
|
|
|
By:
|
/s/
Andrey Smirnov
|
|
Name:
|
Andrey
Smirnov
|
|
Title:
|
Attorney-in-fact
|
|
|
|
|
|
|
|
BRANTON
LIMITED
|
|
|
|
By:
|
/s/
Maria Lambrianidou
|
|
Name:
|
Maria
Lambrianidou
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
VLADIMIR O.
POTANIN
|
|
|
|
By:
|
/s/
Vladimir O. Potanin
|
|
Name:
|
Vladimir
O. Potanin
|
|
|
|
|
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MIKHAIL D.
PROKHOROV
|
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|
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By:
|
/s/
Mikhail D. Prokhorov
|
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Name:
|
Mikhail
D. Prokhorov
|
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12
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