- Prospectus filed pursuant to Rule 424(b)(3) (424B3)
15 Novembre 2010 - 10:46PM
Edgar (US Regulatory)
Filed pursuant to
Rule 424(b)(3)
Registration Statement No. 333-150382
PROSPECTUS SUPPLEMENT NO.
1
39,500,000 shares
Plug Power Inc.
COMMON STOCK
This
Prospectus Supplement supplements the Prospectus dated April 22, 2008 (the
Prospectus) relating to the resale of up to 39,500,000 shares of Common
Stock, par value $.01 per share (the Common Stock), of Plug Power Inc. (the
Company) by certain stockholders of the Company, which Prospectus was filed
as part of the Companys Registration Statement on Form S-3
No. 333-150382.
This
Prospectus Supplement updates certain information contained in the Selling
Stockholders section of the Prospectus in connection with the sale in 2008
from Smart Hydrogen Inc. to OJSC (Third Generation Company of the Wholesale
Electricity Market), or OGK-3, of 395,000 shares of the Companys Class B
Capital Stock as well as 5,126,939 shares of Common Stock (representing an
approximately 35% ownership stake in the aggregate). This sale triggered the
automatic conversion of the Companys Class B Capital Stock into 39,500,000
shares of Common Stock, and the termination of all the rights and obligations
attached to the Class B Capital Stock. This Prospectus Supplement should be
read in conjunction with, and may not be delivered or utilized without, the
Prospectus. This Prospectus Supplement is qualified by reference to the
Prospectus except to the extent that the information in this Prospectus
Supplement supersedes the information contained in the Prospectus.
Our common stock
is traded on the NASDAQ Capital Market under the symbol PLUG. On November
12, 2010, the last reported sale price of our common stock was $0.48.
NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES
IN CONNECTION WITH THE OFFERING MADE PURSUANT TO THE PROSPECTUS (AS
SUPPLEMENTED HEREBY), AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY
OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS TO WHICH IT RELATES NOR ANY SALE OF SHARES OF COMMON STOCK COVERED
HEREBY SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION
IN THIS PROSPECTUS SUPPLEMENT IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT INFORMATION IN THE PROSPECTUS IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE THEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
TO WHICH IT RELATES DO NOT CONSTITUTE AN OFFER TO OR SOLICITATION OF ANY PERSON
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT BE LAWFULLY
MADE.
Neither the Securities and Exchange Commission nor
any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this
Prospectus Supplement is November 12, 2010.
The following table amends the information set forth in the
table in the Selling Stockholders section of the Prospectus in order to
revise such table to reflect the sale in 2008 from Smart Hydrogen Inc. to OJSC
(Third Generation Company of the Wholesale Electricity Market), or OGK-3, of
395,000 shares of the Companys Class B Capital Stock as well as 5,126,939
shares of Common Stock. This sale triggered the automatic conversion of the
Companys Class B Capital Stock into 39,500,000 shares of Common Stock, and the
termination of all rights and obligations attached to the Class B Capital
Stock.
|
Shares
of Common
|
|
|
|
Name of
Beneficial
|
Stock
Beneficially
|
Shares of Common
|
Shares of Common
|
|
Owners
of Shares of
|
Owned
Prior to
|
Stock Offered
|
Stock Owned After
|
Percentage
Owned
|
Common
Stock
|
Offering
|
Hereby
|
the Offering (1)
|
After
Offering (2)
|
|
|
|
|
|
OJSC (Third Generation Company of the
Wholesale
Electricity Market) (3)
|
44,626,939
|
39,500,000
|
5,126,939
|
3.89%
|
____________
(1) Assuming the selling stockholder has sold
all of the shares shown as being offered by it pursuant to this prospectus.
(2) Based on 131,828,730 outstanding shares of
our common stock as of November 10, 2010.
(3) The address of OJSC (Third Generation Company of the Wholesale Electricity
Market) is Ermolayevsky pereulok, 25, 123001, Moscow, Russia.
Material Relationship Between the Company and the Selling
Stockholders
-
The Company and OJSC (Third Generation
Company of the Wholesale Electricity Market), or OGK-3, are parties to
an Investor Rights Agreement and a Registration Rights Agreement under which
OGK-3 has agreed that neither it nor any of its affiliates will take certain
actions for a period of 5 years following the closing, including, among others:
-
privately sell any equity securities of the Company to a
competitor of the Company;
-
acquiring any additional securities of the Company;
-
acting to propose, or solicit any person with respect to, any
merger, business combination, tender or exchange offer, restructuring,
recapitalization, liquidation or similar transaction involving the Company or
to seek to control, change or influence our management, Board of Directors or
policies, except through the exercise of the rights granted in connection with
the transaction;
-
engaging in a proxy solicitation; and
-
submitting a director nominee or a stockholder proposal to the
Company for consideration by our stockholders.
Notwithstanding
the foregoing, the Company will permit OGK-3 to participate as a bidder in any
process initiated by the Company to sell the Company and, if the Company
receives an unsolicited acquisition proposal, to submit an acquisition proposal
prior to its acceptance of the unsolicited acquisition proposal.
Under the
Registration Rights Agreement, the Company agreed to register the 39,500,000
shares of common stock registered under the registration statement of which
this Prospectus forms a part. The Company also agrees to prepare a Prospectus
or, if the Company is not Form S-3 eligible, file a registration statement for
an underwritten public offering upon the demand of the selling stockholder;
provided that the Company is only required to accommodate up to five requests
(and pay expenses for three requests). The Company has also granted the
selling stockholder unlimited piggy-back registration rights with respect to
underwritten offerings being registered by the Company.
1
The following amends in its entirety the information set
forth in the Description of Common Stock section of the Prospectus in order
to revise such section to reflect the conversion of the Companys Class B
Capital Stock into shares of Common Stock and the termination of all rights and
obligations attached to the Class B Capital Stock.
DESCRIPTION
OF COMMON STOCK
Our authorized
capital stock consists of 245,000,000 shares of common stock, par value $0.01
per share, of which 131,828,730 shares of Common Stock are issued and
outstanding as of November 10, 2010.
Voting
Rights.
The holders of our common stock have one
vote per share. Holders of our common stock are not entitled to vote
cumulatively for the election of directors. Generally, all matters to be voted
on by stockholders must be approved by a majority, or, in the case of election
of directors, by a plurality, of the votes entitled to be cast at a meeting at
which a quorum is present by all shares of common stock present in person or
represented by proxy, voting together as a single class.
Dividends.
Holders
of common stock share ratably in any dividends declared by our board of
directors. Dividends consisting of shares of common stock may be paid to
holders of shares of common stock.
Classification
of Board of Directors.
Our Certificate of
Incorporation provides for a classified board of directors, consisting of four
classes of directors. The number of directors of the Company is fixed at six,
and the Board of Directors currently consists of six members. The Board of
Directors is divided into three classes, with three directors in Class I, one
director in Class II, and two directors in Class III. Directors in
Classes I, II and III serve for three-year terms with one class of directors
being elected by the Companys stockholders at each Annual Meeting of
Stockholders.
Other
Rights
. On liquidation,
dissolution or winding up of Plug Power, all holders of common stock are
entitled to share ratably in any assets available for distribution to holders
of shares of common stock. No shares of common stock are subject to redemption
or have preemptive rights to purchase additional shares of common stock.
2
Grafico Azioni Plug Power (NASDAQ:PLUG)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Plug Power (NASDAQ:PLUG)
Storico
Da Lug 2023 a Lug 2024