Registration of Additional Securities (up to 20%) (s-1mef)
14 Febbraio 2013 - 2:25PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 13, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLUG POWER INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation or
Organization)
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3629
(Primary Standard Industrial
Classification Code
Number)
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22-3672377
(I.R.S. Employer
Identification No.)
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968 Albany Shaker Road
Latham, New York 12110
(518) 782-7700
(Address, including zip code, and telephone number,
including area code, of Registrants principal executive office)
Andrew Marsh
President and Chief Executive Officer
Plug Power Inc.
968 Albany-Shaker Road
Latham, New York 12110
(518) 782-7700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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Robert P. Whalen, Jr., Esq.
Jocelyn M. Arel, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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Gerard L. Conway Jr., Esq.
General Counsel
Plug Power Inc.
968 Albany-Shaker Road
Latham, New York, 12110
(518) 782-7700
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Steven Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
(646) 262-6700
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes
effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, check the following box.
x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
x
333-186041
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
¨
If this
form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
If delivery of the prospectus is expected to be made
pursuant to Rule 434, check the following box.
¨
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and
smaller reporting company in Rule 12b-2 of the Exchange Act:
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Large Accelerated Filer
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¨
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Accelerated Filer
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¨
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Non-Accelerated Filer
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x
(Do not check if a smaller reporting company)
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Smaller Reporting Company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Proposed
Maximum Aggregate
Offering Price (1)
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Amount of
Registration
Fee (2)
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Common Stock, $0.01 par value per share
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$1,087,340
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$148.31
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Warrants
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Total
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$1,087,340
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$148.31
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(1)
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In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum offering price of
no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1, as amended (File No. 333-186041), is hereby registered.
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(2)
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An aggregate registration fee of $4,374.14 was previously paid in connection with the filing of the related Registration Statement on Form S-1, as amended (File No.
333-186041). A total of $741.57 of such fee was used to pay the filing fee of such Registration Statement. The amount of the registration fee due hereunder is offset entirely by the remaining $3,632.57 previously paid and accordingly, no additional
amounts will be paid upon filing of this registration statement.
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This
Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, we are filing this registration statement with the Securities
and Exchange Commission, or SEC, to register an additional $1,087,340 of our common stock and warrants to purchase shares of our common stock. This registration statement relates to the public offering of securities contemplated by the registration
statement on Form S-1 (File No. 333-186041), which we filed on January 15, 2013, as amended, and which the SEC declared effective on February 13, 2013. The information set forth in our registration statement on Form S-1
(File No. 333-186041) is incorporated by reference in this filing.
The required opinions and consents are listed on the
exhibit index and filed with this filing.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Latham, State of New York, on the 13
th
day of February, 2013.
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PLUG POWER INC.
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By:
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/s/ Andrew Marsh
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Name: Andrew Marsh
Title: President, Chief Executive Officer and Director
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on the 13
th
day of February, 2013.
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Signature
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Title
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*
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President, Chief Executive Officer and Director (Principal
Executive Officer)
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Andrew Marsh
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*
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Gerald A. Anderson
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*
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Chairman of the Board of Directors
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George C. McNamee
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*
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Director
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Larry G. Garberding
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*
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Douglas T. Hickey
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Director
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*
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Gary K. Willis
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Director
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*
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Maureen O. Helmer
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Director
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*By:
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/s/ Andrew Marsh
Andrew Marsh
Attorney-in-fact
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EXHIBIT INDEX
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Number
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Description
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5.1
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Opinion of Goodwin Procter LLP
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23.1
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Consent of KPMG LLP
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23.2
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Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (1)
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(1)
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Previously included in the Registration Statement on Amendment No. 1 to Form S-1 of Plug Power Inc. filed on January 31, 2013, Registration
No. 333-186041
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