Registration of Additional Securities (up to 20%) (s-3mef)
06 Marzo 2014 - 3:13PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 6, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-3
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
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3629
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22-3672377
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(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.
¨
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
333-173268
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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$3,734,329
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$480.99
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Total
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$3,734,329
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$480.99
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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-3, as amended (File No. 333-172368), is hereby registered.
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(2)
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This amount has been paid and is in addition to the registration fee of $11,610 previously paid in connection with the filing of the related Registration Statement on Form S-3, as amended (File No. 333-173268).
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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 $3,734,329 of our common stock. This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-3 (File No. 333-173268),
which we filed on April 1, 2011, as amended, and which the SEC declared effective on April 8, 2011. The information set forth in our registration statement on Form S-3 (File No. 333-173268) 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 6th day of March, 2014.
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PLUG POWER INC.
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By:
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/s/ Andrew Marsh
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Name:
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Andrew Marsh
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Title:
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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 6th day of March, 2014.
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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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Interim Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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David Waldek
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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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Larry G. Garberding
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Director
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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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*
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Johannes M. Roth
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Director
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Gregory L. Kenausis
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Director
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*
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Xavier Pontone
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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 Form S-3 of Plug Power Inc. filed on April 1, 2011, Registration
No. 333-173268
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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