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): February 29, 2012
(Exact name of registrant as specified in charter)
Delaware
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1-34392
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22-3672377
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(State or Other
Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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968
Albany Shaker Road, Latham, New York 12110
(Address of Principal Executive
Offices) (Zip Code)
(518)
782-7700
(Registrants 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))
Item 1.01 Entry into a Material Definitive
Agreement.
On February 29, 2012, Plug Power Inc. (the Company)
completed the formation of Hypulsion S.A.S. (the JV), a joint venture with
Axane, S.A. to develop and sell hydrogen fuel cell systems for the European
material handling market. As previously disclosed, on January 24, 2012, the
Company and Axane entered into a Master and Shareholders Agreement (the
Master Agreement) providing for the terms of the JV. As part of the
formation of the JV, the Company and the JV entered into a License Agreement
(the License Agreement) dated as of February 29, 2012.
Under the License Agreement, the Company grants to the JV
a royalty-free license to certain intellectual property in the field of integrated
hydrogen fuel cell systems for the material handling market (the License).
The License is exclusive as to the territories of Albania, Austria, Belgium,
Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark,
Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy,
Liechtenstein, Luxemburg, Republic of Macedonia, Malta, Montenegro, the
Netherlands, Norway, Poland, Portugal, Romania, Serbia, Slovakia, Slovenia,
Spain, Sweden, Switzerland and the United Kingdom (the Territory). If the
Company sells its entire equity interest in the JV, the License becomes
non-exclusive one year after such sale. Further, the License becomes
non-exclusive, and the Company may terminate the License, upon any bankruptcy
or dissolution of the JV. Under the License Agreement, the Company receives a
royalty-free license back to certain intellectual property of the JV in the
field of integrated hydrogen fuel cell systems for the material handling market
outside of the Territory.
The initial term of the License expires on June 30, 2013.
The term automatically extends to February 28, 2014 upon Axanes payment of its
contribution to the JV in 2013 pursuant to the Master Agreement. Upon Axanes
contribution to the JV in 2014 as required by the Master Agreement, the term of
the License will extend until the expiration of the last item of licensed
intellectual property or ninety-nine years, whichever is longer. The License
terminates in the event that Axane fails to make any required contribution to
the JV under the Master Agreement.
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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.
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PLUG POWER INC.
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Date: March 6, 2012
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By:
/s/ Andrew Marsh
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Andrew Marsh
Chief Executive Officer.
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