UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-A/A
(Amendment No. 3)
FOR REGISTRATION OF
CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION
12(b) OR (g) OF THE
SECURITIES EXCHANGE
ACT OF 1934
PLUG POWER INC.
(Exact name of
registrant as specified in charter)
Delaware
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22-3672377
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(State of incorporation
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(IRS Employer
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or organization)
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Identification No.)
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968 Albany Shaker Road
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Latham, New York
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12110
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the
Act:
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Name of each exchange
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Title of each class
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on
which each
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to be so registered
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class
is to be registered
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Preferred Stock Purchase
Rights
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The
NASDAQ Stock Market LLC
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If this Form
relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
x
If this Form
relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
¨
Securities Act
registration statement file number to which this form relates: Not applicable.
Securities to be registered pursuant to Section 12(g) of the
Act: None
EXPLANATORY NOTE
This
Amendment No. 3 to Form 8-A amends and supplements the Registration Statement
on Form 8-A filed by Plug Power Inc., a Delaware corporation (the
Company
),
with the Securities and Exchange Commission (the
SEC
) on June 24,
2009, as amended by the Amendment No. 1 to Form 8-A filed by the Company with
the SEC on May 6, 2011 and the Amendment No. 2 to Form 8-A filed by the Company
with the SEC on March 19, 2012 (including the exhibits thereto, the
Form
8-A
). Capitalized terms used without definition herein shall have the
meaning set forth in the Shareholder Rights Agreement, dated June 23, 2009 (as
amended, the
Rights Agreement
), between the Company and Broadridge
Corporate Issuer Solutions, Inc. (
Broadridge
), as rights agent.
Item 1.
Description
of Registrants Securities to be Registered
.
Item 1 of the Form 8-A is amended
and supplemented by adding the following:
Amendment to Rights Agreement
On March 23, 2012, the Board of Directors of the
Company approved an Amendment No. 3 to the Rights Agreement (the
Amendment
No. 3
). The Amendment No. 3 amends the Rights Agreement to provide that,
generally, any beneficial ownership of shares of our common stock by all
affiliates and associates of AWM Investments Company, including but not limited
to Special Situations Technology Fund, L.P., Special Situations Technology Fund
II, L.P., and Special Situations Private Equity Fund, L.P. (collectively,
SSF
),
will not cause the preferred stock purchase rights to become exercisable under
the Rights Agreement, so long as SSF and their affiliates and associates do not
at any time beneficially own shares of our common stock equaling or exceeding
three percent more than the percentage of the then outstanding shares of common
stock beneficially owned by SSF and their affiliates and associates immediately
following the closing of the public offering announced on March 22, 2012.
Miscellaneous
The Rights Agreement, the
Amendment No. 1 to the Rights Agreement, the Amendment No. 2 to the Rights
Agreement and the Amendment No. 3 are filed as Exhibits 4.1, 4.2, 4.3, and 4.4
respectively, to this Amendment No. 3 to Form 8-A and are incorporated herein
by reference. The above description of the material terms of the Amendment No.
3 as they relate to the Rights Agreement is qualified in its entirety by
reference to such exhibits.
Item 2.
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Exhibits
.
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Exhibit No.
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Description
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3.1
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Certificate of Designations, Preferences and
Rights of a Series of Preferred Stock of Plug Power Inc. classifying and
designating the Series A Junior Participating Cumulative Preferred Stock
(incorporated by reference to Exhibit 3.1 from the Companys Registration Statement
on Form 8-A filed with the Securities and Exchange Commission on June 24, 2009).
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2
4.1
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Shareholder Rights Agreement,
dated as of June 23, 2009, between Plug Power Inc. and American Stock
Transfer & Trust Company LLC, as Rights Agent (incorporated by reference
to Exhibit 4.1 from the Companys Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on June 24, 2009).
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4.2
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Amendment No. 1, effective as
of May 6, 2011, to the Shareholder Rights Agreement by and between Plug
Power Inc. and American Stock Transfer & Trust Company LLC, as Rights
Agent (incorporated by reference to Exhibit 4.1 from the Companys
Current Report on Form 8-K filed with the SEC on May 6, 2011).
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4.3
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Amendment No. 2, effective as
of March 16, 2012, to the Shareholder Rights Agreement by and between
Plug Power Inc. and Broadridge Corporate Issuer Solutions, Inc., as
Rights Agent (incorporated by reference to Exhibit 4.1 from the
Companys Current Report on Form 8-K filed with the SEC on March 19,
2012).
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4.4
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Amendment No. 3, effective as
of March 23, 2012, to the Shareholder Rights Agreement by and between
Plug Power Inc. and Broadridge Corporate Issuer Solutions, Inc., as
Rights Agent (incorporated by reference to Exhibit 4.1 from the
Companys Current Report on Form 8-K filed with the SEC on March 26,
2012).
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3
SIGNATURE
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
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Plug Power Inc.
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Date: March 26, 2012
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By:
/s/ Andrew Marsh
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Name: Andrew
Marsh
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Title:
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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3.1
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Certificate of Designations,
Preferences and Rights of a Series of Preferred Stock of Plug Power Inc.
classifying and designating the Series A Junior Participating Cumulative
Preferred Stock (incorporated by reference to Exhibit 3.1 to the
Companys Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on June 24, 2009).
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4.1
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Shareholder Rights Agreement,
dated as of June 23, 2009, between Plug Power Inc. and American Stock
Transfer & Trust Company LLC, as Rights Agent (incorporated by reference
to Exhibit 4.1 from the Companys Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on June 24, 2009).
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4.2
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Amendment No. 1, effective as
of May 6, 2011, to the Shareholder Rights Agreement by and between Plug
Power Inc. and American Stock Transfer & Trust Company LLC, as Rights
Agent (incorporated by reference to Exhibit 4.1 from the Companys
Current Report on Form 8-K filed with the SEC on May 6, 2011).
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4.3
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Amendment No. 2, effective as
of March 16, 2012, to the Shareholder Rights Agreement by and between
Plug Power Inc. and Broadridge Corporate Issuer Solutions, Inc., as
Rights Agent (incorporated by reference to Exhibit 4.1 from the
Companys Current Report on Form 8-K filed with the SEC on March 19,
2012).
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4.4
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Amendment No. 3, effective as
of March 23, 2012, to the Shareholder Rights Agreement by and between
Plug Power Inc. and Broadridge Corporate Issuer Solutions, Inc., as
Rights Agent (incorporated by reference to Exhibit 4.1 from the
Companys Current Report on Form 8-K filed with the SEC on March 26,
2012).
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