Filed pursuant to Rule 424(b)(5)
Registration No. 333-173268 and 333-194352
Prospectus Supplement
(To Prospectus Dated April 8, 2011)
3,902,440 Shares of Common Stock
We are offering 3,902,440 shares of our common stock in this offering.
Our common stock is traded on the NASDAQ Capital Market under the symbol PLUG. The last reported sale price of our common stock on
the NASDAQ Capital Market on March 5, 2014 was $6.75 per share.
Investing in
our securities involves risks. See
Risk Factors
beginning on page S-5 of this prospectus supplement.
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Public offering price per share
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$
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5.74
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Underwriting discounts and commissions
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$
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0.23
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Proceeds, before expenses, to Plug Power Inc.
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$
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22,400,000
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Cowen and Company, LLC expects to deliver the shares on or about March 11, 2014.
Neither the U.S. Securities and Exchange Commission, any state securities commission, nor any other regulatory body has approved or
disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful and complete. Any representation to the contrary is a criminal offense.
Cowen and Company
The
date of this prospectus supplement is March 6, 2014
TABLE OF CONTENTS
Prospectus Supplement
Accompanying Prospectus
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is part of the registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a
shelf registration process and consists of two parts. The first part is this prospectus supplement, including the documents incorporated by reference, which describes the specific terms of this offering. The second part, the accompanying
prospectus, including the documents incorporated by reference, gives more general information, some of which may not apply to this offering. Generally, when we refer only to the prospectus, we are referring to both parts combined. This
prospectus supplement may add to, update or change information in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement or the accompanying prospectus.
If information in this prospectus supplement is inconsistent with the accompanying prospectus or with any document incorporated by reference
that was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement. This prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference include important
information about us, the securities being offered and other information you should know before investing in our securities. You should also read and consider information in the documents we have referred you to in the section of this prospectus
supplement and the accompanying prospectus entitled Incorporation of Certain Information by Reference and Where You Can Find Additional Information.
You should rely only on this prospectus supplement, the accompanying prospectus and the information incorporated or deemed to be incorporated
by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information that is in addition to or different from that contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not offering to sell these securities in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than as of the date of this prospectus supplement or the accompanying
prospectus, as the case may be, or in the case of the documents incorporated by reference, the date of such documents regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sale of our securities. Our
business, financial condition, liquidity, results of operations and prospects may have changed since those dates.
All references in this
prospectus supplement or the accompanying prospectus to Plug Power, the Company, we, us, or our mean Plug Power Inc. and our subsidiaries, unless we state otherwise or the context otherwise
requires.
No action is being taken in any jurisdiction outside the United States to permit a public offering of the securities or
possession or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States
are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus supplement or the accompanying prospectus applicable to that jurisdiction.
S-1
SUMMARY
This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and the
accompanying prospectus. This summary may not contain all the information that you should consider before investing in our securities. You should read the entire prospectus supplement and the accompanying prospectus carefully, including Risk
Factors contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein and the financial statements incorporated by reference in this prospectus supplement and the
accompanying prospectus, before making an investment decision. This prospectus supplement may add to, update or change information in the accompanying prospectus.
Overview
We are a leading provider of
alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market.
We are focused on proton exchange membrane, or PEM, fuel cell and fuel processing technologies and fuel cell/battery hybrid technologies, from
which multiple products are available. A fuel cell is an electrochemical device that combines hydrogen and oxygen to produce electricity and heat without combustion. Hydrogen is derived from hydrocarbon fuels such as liquid petroleum gas, or LPG,
natural gas, propane, methanol, ethanol, gasoline or biofuels. Hydrogen can also be obtained from the electrolysis of water. Hydrogen can be purchased directly from industrial gas providers or can be produced on-site at consumer locations.
We concentrate our efforts on developing, manufacturing and selling our hydrogen-fueled PEM GenDrive
®
products on commercial terms for industrial off-road (forklift or material handling) applications, with a focus on multi-shift high volume manufacturing and high throughput distribution sites.
We have previously invested in development and sales activities for low-temperature remote-prime power GenSys
®
products and our GenCore
®
product, which is a hydrogen fueled PEM fuel cell system to provide back-up power for critical infrastructure.
While we will continue to service and support GenSys and/or GenCore products on a limited basis, our main focus is our GenDrive product line.
We sell our products worldwide, with a primary focus on North America, through our direct product sales force, original equipment
manufacturers, or OEMs, and their dealer networks. We sell to businesses, government agencies and commercial consumers. We were organized in the State of Delaware on June 27, 1997. We were originally a joint venture between Edison Development
Corporation and Mechanical Technology Incorporated. In 2007, we acquired all the issued and outstanding equity of Cellex Power Products, Inc., or Cellex, and General Hydrogen Corporation, or General Hydrogen. Through these acquisitions, and our
continued GenDrive product development efforts, we became the first fuel cell company to offer a complete suite of products; Class 1 sit-down counterbalance trucks, Class 2 stand-up reach trucks and Class 3 rider pallet trucks
products.
Effective April 1, 2010, we were no longer considered a development stage enterprise since principal operations began to
provide more than insignificant revenues as we received orders from repeat customers, increased our customer base and had a significant backlog. Prior to April 1, 2010, we were considered a development stage enterprise because substantially all
of our resources and efforts were aimed at the discovery of new knowledge that could lead to significant improvement in fuel cell reliability and durability, and the establishment, expansion and stability of markets for our products.
Our principal executive offices are located at 968 Albany-Shaker Road, Latham, New York, 12110, and our telephone number is
(518) 782-7700. Our corporate website address is www.plugpower.com. The information contained on, or accessible through, our website is not part of this prospectus supplement or the accompanying prospectus.
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Financial Condition
Our net loss for the nine months ended September 30, 2013 was $33.8 million, with total revenue for the nine months ended
September 30, 2013 of $17.3 million. We have experienced recurring operating losses and as of September 30, 2013, we had an accumulated deficit of approximately $820.5 million. Substantially all of our accumulated deficit has resulted
from costs incurred in connection with our operating expenses, research and development expenses and from general and administrative costs associated with our operations.
Net cash used in operating activities for the nine months ended September 30, 2013 was $17.9 million. Additionally, on
September 30, 2013, we had cash and cash equivalents $11.0 million and net working capital of $14.6 million. This compares to $9.4 million and $6.9 million, respectively, at December 31, 2012. As of December 31, 2013, we had
cash and cash equivalents of approximately $5.0 million and accounts payable of approximately $3.1 million. We also estimate that as of December 31, 2013, of our total accounts payable, approximately $1.6 million were more than 30 days past due
and approximately $0.1 million were more than 120 days past due. Since December 31, 2013, we have received approximately $16.1 million in proceeds from the exercise of warrants to purchase our common stock exercised through March 4, 2014.
In addition, we received approximately $28.0 million in net proceeds from our January 2014 public offering of common stock and warrants.
We believe that our current cash, cash equivalents, cash generated from future sales and cash generated from the exercise of outstanding
warrants, as well as the estimated net proceeds of approximately $21.5 million from this offering, will provide sufficient liquidity to fund operations for at least the next twelve months. This projection is based on our current expectations
regarding product sales, cost structure, cash burn rate and operating assumptions. In the event that our operating expenses are higher than anticipated or the gross margins and shipments of our GenDrive products are lower than we expect, we may be
required to implement contingency plans within our control to conserve and/or enhance our liquidity to meet operating needs. Such plans include: our ability to reduce discretionary expenses, and obtain additional funding from licensing the use of
our technologies. Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base,
and continued development and expansion of our products. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and quantity of product orders and
shipments, the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the timing and costs of developing marketing and distribution channels; the timing and costs of
product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and any new
research and development programs; and changes in our strategy or our planned activities. As a result, we can provide no assurance that we will be able to fund our operations without additional external financing.
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THE OFFERING
Common stock offered by us
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3,902,440 shares
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Common stock outstanding following the offering
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106,340,501 shares
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Use of proceeds
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We intend to use the net proceeds from this offering for working capital and other general corporate purposes, including capital expenditures.
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NASDAQ Capital Market Symbol
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PLUG
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Risk factors
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Investing in our securities involves risks. See Risk Factors beginning on page S-5 of this prospectus supplement and other information included or incorporated into this prospectus supplement and the accompanying prospectus for
a discussion of the factors you should carefully consider before deciding to invest in our securities.
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The number of shares
of our common stock to be outstanding after the offering is based on 102,438,061 shares of common stock outstanding as of September 30, 2013 and excludes:
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4,145,689 shares of common stock issuable upon the exercise of stock options outstanding as of September 30, 2013, at a weighted average exercise price of $3.76;
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1,411,510 shares of our common stock reserved for future issuance under our equity incentive plans as of September 30, 2013;
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165,906 shares of common stock in treasury;
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683,336 shares of common stock issuable upon the vesting of restricted stock units;
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10,972,859 shares of common stock issuable upon conversion of our Series C Redeemable Convertible Preferred Stock at an exercise price of 0.236529; and
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27,636,465 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2013, at a weighted average exercise price of $0.36.
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The number of shares of our common stock outstanding as of December 31, 2013 was 106,190,652, which excludes 4,691,481 shares of
common stock issuable upon the exercise of stock options outstanding as of December 31, 2013 at a weighted average exercise price of $3.26; 1,107,589 shares of our common stock reserved for future issuance under our equity incentive plans
as of December 31, 2013; 650,002 shares of common stock issuable upon the vesting of restricted stock units; 165,906 shares of common stock held in treasury; 11,002,765 shares of common stock issuable upon conversion of our Series C Redeemable
Convertible Preferred Stock at an exercise price of 0.235886; and 13,298,230 shares of common stock issuable upon the exercise of warrants outstanding as of December 31, 2013 at a weighted average exercise price of $0.73.
S-4
RISK FACTORS
Investing in our securities involves a high degree of risk. Before investing in our stock, you should carefully consider the risks and all
other information contained in this prospectus supplement and the accompanying prospectus, including the risk factors in the section entitled Risk Factors in the accompanying prospectus and in the documents incorporated by reference
herein and therein. You should also refer to the other information in this prospectus supplement and the accompanying prospectus, including our financial statements and the related notes incorporated by reference in this prospectus supplement and
the accompanying prospectus.
Risks Related to Our Business
We have incurred losses, anticipate continuing to incur losses and might never achieve or maintain profitability.
We have not achieved profitability in any quarter since our formation and we will continue to incur net losses until we can produce sufficient
revenue to cover our costs. Our net losses were approximately $121.7 million in 2008, $40.7 million in 2009, $47.0 million in 2010, $27.5 million in 2011, $31.9 million for 2012 and $33.8 million for the nine months ended September 30,
2013. As of September 30, 2013, we had an accumulated deficit of $820.5 million. We anticipate that we will continue to incur losses until we can produce and sell our products on a large-scale and cost-effective basis. Substantially all of
our losses resulted from costs incurred in connection with our manufacturing operations, research and development expenses and from general and administrative costs associated with our operations. We cannot guarantee when we will operate profitably,
if ever. In order to achieve profitability, among other factors, management must successfully execute our planned path to profitability in the early adoption markets on which we are focused, the hydrogen infrastructure that is needed to support our
growth readiness and cost efficiency must be available and cost efficient, we must continue to shorten the cycles in our product roadmap with respect to product reliability and performance that our customers expect and successful introduction of our
products into the market, we must accurately evaluate our markets for, and react to, competitive threats in both other technologies (such as advanced batteries) and our technology field, and we must continue to lower our products build costs
and lifetime service costs. If we are unable to successfully take these steps, we may never operate profitably, and, even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future.
We may require significant additional capital funding and such capital may not be available to us.
We have experienced recurring operating losses and as of September 30, 2013, we had an accumulated deficit of approximately
$820.5 million. Substantially all of our accumulated deficit has resulted from costs incurred in connection with our operating expenses, research and development expenses and from general and administrative costs associated with our operations.
On September 30, 2013, we had cash and cash equivalents of $11.0 million and net working capital of $14.6 million. This compares to $9.4 million and $6.9 million, respectively, on December 31, 2012. As of
December 31, 2013, we had cash and cash equivalents of approximately $5.0 million and accounts payable of approximately $3.1 million. We also estimate that as of December 31, 2013, of our total accounts payable, approximately $1.6 million
were more than 30 days past due and approximately $0.1 million were more than 120 days past due. Since December 31, 2013, we have received approximately $16.1 million in proceeds from the exercise of warrants to purchase our common stock
exercised through March 4, 2014. In addition, we received approximately $28.0 million in net proceeds from our January 2014 public offering of common stock and warrants. Assuming we receive the estimated net proceeds of approximately
$ million in this offering, after deducting underwriting discounts and commissions and estimated offering expenses, we expect that we will have sufficient liquidity to fund operations for at least the
next twelve months. This projection is based on our current expectations regarding product sales, cost structure, cash burn rate and operating assumptions.
Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses,
growth in inventory to support both shipments of new units and servicing the installed base, and continued development and expansion of our products. Our ability to achieve profitability
S-5
and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and quantity of product orders and shipments, the timing and amount of our
operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the
timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and any new research and development programs;
and changes in our strategy or our planned activities. We may require significant additional capital to fund and expand our future operations. In particular, in the event that our operating expenses are higher than anticipated or the gross margins
and shipments of our GenDrive products are lower than we expect, we may need to implement contingency plans to conserve our liquidity or raise additional capital to meet our operating needs. Such plans may include: a reduction in discretionary
expenses, funding from licensing the use of our technologies, debt and equity financing alternatives, government programs, and/or a potential business combination, strategic alliance or sale of the Company. If we are unable to fund our operations
and therefore cannot sustain future operations, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection.
We cannot assure you that any necessary additional financing will be available on terms favorable to us, or at all. We believe that it could
be difficult to raise additional funds and there can be no assurance as to the availability of additional financing or the terms upon which additional financing may be available. Additionally, even if we raise sufficient capital through additional
equity or debt financings, strategic alternatives or otherwise, there can be no assurance that the revenue or capital infusion will be sufficient to enable us to develop our business to a level where it will be profitable or generate positive cash
flow. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or
privileges senior to those of existing stockholders. If we incur additional debt, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for our
business activities. The terms of any debt securities issued could also impose significant restrictions on our operations. Broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating
performance, and may adversely impact our ability to raise additional funds. If we raise additional funds through collaborations and/or licensing arrangements, we might be required to relinquish significant rights to our technologies, or grant
licenses on terms that are not favorable to us.
The report of our independent registered public accounting firm expresses substantial doubt about
the Companys ability to continue as a going concern.
Our auditors, KPMG LLP, have indicated in their report on the
Companys financial statements for the fiscal year ended December 31, 2012 that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations and substantial
decline in our working capital. A going concern opinion could impair our ability to finance our operations through the sale of equity, incurring debt, or other financing alternatives. Our ability to continue as a going concern will
depend upon the availability and terms of future funding, continued growth in product orders and shipments, improved operating margins and our ability to profitably meet our after-sale service commitments with existing customers. If we are unable to
achieve these goals, our business would be jeopardized and the Company may not be able to continue. If we ceased operations, it is likely that all of our investors would lose their investment.
We may have rescission liability from our offering in February 2013, in connection with the articles published in the Business Review on
January 11, 2013 and January 16, 2013.
The statements made by our Chief Executive Officer in articles appearing in the
Business Review were published within close proximity to the time that our registration statement on Form S-1 was filed on January 15, 2013. It may be determined that such statements constituted an offer to purchase our securities in violation
of Section 5 of the Securities Act of 1933, or the Securities Act. As a result, we may be subject to contingent
S-6
rescission liabilities from those investors who purchased shares in our offering in February 2013 and subsequently make a claim under Sect 12(a)(1) of the Securities Act alleging that we violated
Section 5. If an investor was to successfully win such a claim, we may have an obligation to make a rescission offer to those investors. Although we believe the chances are remote, if rescission is required, we may continue to be liable for the
original purchase price, plus interest, for a period of one year under Section 13 of the Securities Act. If all investors rescinded their securities, potential liability could amount to over $3.3 million plus one years interest. In
addition, investors that successfully make such a claim under Section 12(a)(1) of the Securities Act after already having disposed of the securities may be entitled to damages and interest. We are not able to quantify or project what such
damages would be, but acknowledge that in certain situations, the damages could potentially be greater than the value of the purchase price of the securities in such offering.
We do not have extensive experience in manufacturing and marketing our products and, as a result, may be unable to sustain a profitable commercial
market for our new and existing products.
From 1997 to 2008, we focused primarily on research and development of fuel cell
systems. In the latter half of 2008, we shifted our focus to viable commercialization of our fuel cell products. While we have been manufacturing our products in small quantities for several years, we do not have extensive experience in
mass-manufacturing and marketing our products. We do not know whether or when we will be able to develop efficient, low-cost manufacturing capabilities and processes that will enable us to manufacture our products in commercial quantities while
meeting the quality, price, engineering, design, and production standards required to profitably market our products. Even if we are successful in developing our manufacturing capabilities and processes, we do not know whether we will do so in time
to meet our product commercialization schedule or to satisfy the requirements of our customers. Before investing in our common stock, you should consider the challenges, expenses and difficulties that we will face as an emerging technology company
seeking to sustain a viable commercial market for our new and existing products. If we are unable to sustain a viable commercial market for our products, that failure would have a material adverse effect on our business, prospects, financial
condition and results of operations.
Our purchase orders may not ship, be commissioned or installed, or convert to revenue, and our pending orders
may not convert to purchase orders, which may have a material adverse effect on our revenue and cash flow.
Some of the orders we
accept from customers require certain conditions or contingencies to be satisfied prior to shipment or prior to commissioning or installation, some of which are outside of our control. Historically, shipments made against these orders have generally
occurred between ninety days and twenty-four months from the date of acceptance of the order. Orders received during the year ended December 31, 2012 were for approximately $18.6 million in value, and orders received during the nine months
ended September 30, 2013 were for approximately $10.1 million in value. Backlog on September 30, 2013 was $20.2 million, with approximately $9.2 million of this backlog older than 12 months. The time periods from receipt of an order
to shipment date and installation vary widely and are determined by a number of factors, including the terms of the customer contract and the customers deployment plan. There may also be product redesign or modification requirements that must
be satisfied prior to shipment of units under certain of our agreements. If the redesigns or modifications are not completed, some or all of our orders may not ship or convert to revenue. We also have publicly discussed anticipated, pending orders
with prospective customers; however, those prospective customers may require certain conditions or contingencies to be satisfied prior to issuing a purchase order to us, some of which are outside of our control. Such conditions or contingencies that
may be required to be satisfied before we receive a purchase order may include, but are not limited to, successful product demonstrations or field trials. Some conditions or contingencies that are out of our control may include, but are not limited
to, government tax policy, government funding programs, and government incentive programs. Additionally, some conditions and contingencies may extend for several years. We may have to compensate customers, by either reimbursement, forfeiting
portions of associated revenue, or other methods depending on the terms of the customer contract, based on the failure on any of these conditions or contingencies. This could have an adverse impact on our revenue and cash flow.
S-7
Certain GenDrive component quality issues have resulted in adjustments to our warranty reserves, which
negatively impacted our results and delayed our new order momentum, and unanticipated future product reliability and quality issues could impair our ability to service long term warranty and maintenance contracts profitably.
Isolated quality issues have arisen with respect to certain components in our next-generation GenDrive units that are currently being used at
customer sites. The product and service revenue contracts we entered into generally provide a one-to-two-year product warranty to customers from date of installation. We have had to retrofit the units subject to component quality issues with
replacement components that will improve the reliability of our next-generation GenDrive products for those customers. We have estimated the costs of satisfying those warranty claims and recorded a net reserve adjustment of $3.3 million during the
three months ended September 30, 2012. As of September 30, 2013, there was approximately $1.2 million of this reserve included in product warranty reserve in the consolidated balance sheets. However, if any unanticipated additional quality
issues or warranty claims arise, additional material charges may be incurred in the future. We continue to work with our vendors on these component issues to recover charges taken and improve quality and reliability of components to prevent a
reoccurrence of the isolated quality issues we have experienced. However, any liability for damages resulting from malfunctions or design defects could be substantial and could materially adversely affect our business, financial condition, results
of operations and prospects. In addition, a well-publicized actual or perceived problem could adversely affect the markets perception of our products resulting in a decline in demand for our products and could divert the attention of our
management, which may materially and adversely affect our business, financial condition, results of operations and prospects.
Our GenDrive product
depends on the availability of hydrogen and our lack of control over or limited availability of such fuel may adversely impact our sales and product deployment.
Our products depend largely on the availability of natural gas and hydrogen gas. We are dependent upon hydrogen suppliers for success with the
profitable commercialization of our GenDrive product. Although we will continue to work with hydrogen suppliers to mutually agree on terms for our customers, including, but not limited to, price of the hydrogen molecules, liquid hydrogen, hydrogen
infrastructure and service costs, to the benefit of our GenDrive product value proposition, ultimately we have no control over such third parties. If these fuels are not readily available or if their prices are such that energy produced by our
products costs more than energy provided by other sources, then our products could be less attractive to potential users and our products value proposition could be negatively affected. If hydrogen suppliers elect not to participate in the
material handling market, there may be an insufficient supply of hydrogen for this market that could negatively affect our sales and deployment of our GenDrive product.
Unless we lower the cost of our GenDrive products and demonstrate their reliability, our product sales could be adversely affected.
The initial capital cost of our GenDrive products is currently higher than many established competing technologies. If we are unable to
successfully complete the development of GenDrive or any future products we develop that are competitive with competing technologies in terms of price, reliability and longevity, customers will be unlikely to buy our products. The profitability of
our products depends largely on material and manufacturing costs. We cannot guarantee that we will be able to lower these costs to the level where we will be able to produce a competitive product or that any product produced using lower cost
materials and manufacturing processes will not suffer from a reduction in performance, reliability and longevity.
Our GenDrive products face
intense competition and we may be unable to compete successfully.
The markets for energy products are intensely competitive. Some
of our competitors in the fuel cell sector and in incumbent technologies are much larger than we are and may have the manufacturing, marketing and sales capabilities to complete research, development and commercialization of profitable, commercially
viable
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products more quickly and effectively than we can. There are many companies engaged in all areas of traditional and alternative energy generation in the United States, Canada and abroad,
including, among others, major electric, oil, chemical, natural gas, battery, generator and specialized electronics firms, as well as universities, research institutions and foreign government-sponsored companies. These firms are engaged in forms of
power generation such as solar and wind power, reciprocating engines and micro turbines, advanced battery technologies, generator sets, fast charged technologies and other types of fuel cell technologies. Many of these entities have substantially
greater financial, research and development, manufacturing and marketing resources than we do. Technological advances in alternative energy products, battery systems or other fuel cell technologies may make our products less attractive or render
them obsolete.
We depend on only a few customers for the majority of our revenues and the loss of any one or more of these customers, or a
significant loss, reduction or rescheduling of orders from any of these customers, would have a material adverse effect on our business, financial condition and results of operations.
We sell most of our products to a small number of customers, and while we are continually seeking to expand our customer base, we expect this
will continue for the next several years. As of September 30, 2013, five of our customers comprised approximately 80.6% of the total accounts receivable balance, with each customer individually representing 40.2%, 18.9%, 10.5%, 5.9%, and 5.1%
of that amount. For the nine month period September 30, 2013, contracts with three customers comprised approximately 38.6.% of total consolidated revenues, with each customer individually representing 14.9%, 13.5%, and 10.2% of total
consolidated revenues, respectively. Any decline in business with these customers could have an adverse impact on our business, financial condition and results of operations. Our future success is dependent upon the continued purchases of our
products by a small number of customers. Any fluctuations in demand from such customers or other customers may negatively impact our business, financial condition and results of operations. If we are unable to broaden our customer base and expand
relationships with potential customers, our business will continue to be impacted by unanticipated demand fluctuations due to our dependence on a small number of customers. Unanticipated demand fluctuations can have a negative impact on our revenues
and business, and an adverse effect on our business, financial condition and results of operations. In addition, our dependence on a small number of major customers exposes us to numerous other risks, including: a slowdown or delay in a
customers deployment of our products could significantly reduce demand for our products; reductions in a single customers forecasts and demand could result in excess inventories; the current or future economic conditions could negatively
affect one or more of our major customers and cause them to significantly reduce operations, or file for bankruptcy; consolidation of customers can reduce demand as well as increase pricing pressure on our products due to increased purchasing
leverage; each of our customers has significant purchasing leverage over us to require changes in sales terms including pricing, payment terms and product delivery schedules; and concentration of accounts receivable credit risk, which could have a
material adverse effect on our liquidity and financial condition if one of our major customers declared bankruptcy or delayed payment of their receivables.
Our stock price has been and could remain volatile, which could further adversely affect the market price of our stock, our ability to raise additional
capital and/or cause us to be subject to securities class action litigation.
The market price of our common stock has historically
experienced and may continue to experience significant volatility. In 2014, the sales price of our common stock fluctuated from a high of $7.09 per share to a low of $1.89, and on March 5, 2014, the closing sale price of our common stock was $6.75
per share. Our progress in developing and commercializing our products, our quarterly operating results, announcements of new products by us or our competitors, our perceived prospects, changes in securities analysts recommendations or
earnings estimates, changes in general conditions in the economy or the financial markets, adverse events related to our strategic relationships, significant sales of our common stock by existing stockholders, including one or more of our strategic
partners, and other developments affecting us or our competitors could cause the market price of our common stock to fluctuate substantially. In addition, in recent years, the stock market has experienced significant price and volume fluctuations.
This volatility has affected the market prices of securities
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issued by many companies for reasons unrelated to their operating performance and may adversely affect the price of our common stock. Such market price volatility could adversely affect our
ability to raise additional capital. In addition, we may be subject to additional securities class action litigation as a result of volatility in the price of our common stock, which could result in substantial costs and diversion of
managements attention and resources and could harm our stock price, business, prospects, results of operations and financial condition.
The
loss of one or more of our key supply partners could have a material adverse effect on our business.
We have certain key
suppliers, such as Ballard and Air Squared, that we rely on for critical components in our products and there are numerous other components for our products that are sole sourced. A suppliers failure to develop and supply components in a
timely manner or at all, or to develop or supply components that meet our quality, quantity or cost requirements, or our inability to obtain substitute sources of these components on a timely basis or on terms acceptable to us, could harm our
ability to manufacture our products. For example, in the fourth quarter of 2012, Ballard had temporarily stopped shipping fuel cell stacks for our GenDrive product line due to a dispute with us that was later resolved. In addition, to the extent
that our supply partners use technology or manufacturing processes that are proprietary, we may be unable to obtain comparable components from alternative sources.
A robust market for our GenDrive products may never develop or may take longer to develop than we anticipate.
We believe we have identified viable markets for our GenDrive products, however our products represent emerging technologies, and we do not
know the extent to which our targeted customers will want to purchase them. If a sizable market fails to develop or develops more slowly than we anticipate, we may be unable to recover the losses we will have incurred to develop our products and may
be unable to achieve profitability. The development of a sizable market for our products may be impacted by many factors which are out of our control, including: the cost competitiveness of our products; the future costs of natural gas, hydrogen and
other fuels expected to be used by our products; customer reluctance to try a new product; customer perceptions of our products safety; regulatory requirements; barriers to entry created by existing energy providers; and the emergence of
newer, more competitive technologies and products.
We may be unable to establish or maintain relationships with third parties for certain aspects
of continued product development, manufacturing, distribution and servicing and the supply of key components for our products.
We
may need to maintain and may need to enter into additional strategic relationships in order to complete our current product development and commercialization plans. We may also require partners to assist in the sale, servicing and supply of
components for our current products and anticipated products which are in development. If we are unable to identify or enter into satisfactory agreements with potential partners, including those relating to the supply, distribution, service and
support of our current products and anticipated products, we may not be able to complete our product development and commercialization plans on schedule or at all. We may also need to scale back these plans in the absence of needed partners, which
could adversely affect our future prospects for development and commercialization of future products. In addition, any arrangement with a strategic partner may require us to issue a significant amount of equity securities to the partner, provide the
partner with representation on our board of directors and/or commit significant financial resources to fund our product development efforts in exchange for their assistance or the contribution to us of intellectual property. Any such issuance of
equity securities would reduce the percentage ownership of our then current stockholders. While we have entered into relationships with suppliers of some key components for our products, we do not know when or whether we will secure supply
relationships for all required components and subsystems for our products, or whether such relationships will be on terms that will allow us to achieve our objectives. Our business prospects, results of operations and financial condition could be
harmed if we fail to secure relationships with entities which can develop or supply the required components for our products and provide the required distribution and servicing
S-10
support. Additionally, the agreements governing our current relationships allow for termination by our partners under certain circumstances, some of which are beyond our control. If any of our
current strategic partners were to terminate any of its agreements with us, there could be a material adverse impact on the continued development and profitable commercialization of our products and the operation of our business, financial
condition, results of operations and prospects.
We face risks associated with our plans to market, distribute and service our GenDrive products
internationally.
We intend to market, distribute, sell and service our GenDrive products internationally. We have limited
experience developing and manufacturing our products to comply with the commercial and legal requirements of international markets. Our success in international markets will depend, in part, on our ability and that of our partners to secure
relationships with foreign sub-distributors, and our ability to manufacture products that meet foreign regulatory and commercial requirements. Additionally, our planned international operations are subject to other inherent risks, including
potential difficulties in enforcing contractual obligations and intellectual property rights in foreign countries and fluctuations in currency exchange rates. Also, to the extent our operations and assets are located in foreign countries, they are
potentially subject to nationalization actions over which we will have no control.
For example, we are party to a joint venture based in
France with Axane, S.A. under the name Hypulsion to develop and sell hydrogen fuel cell systems for the European material handling market. However, for the reasons discussed above, Hypulsion may not be able to accomplish its goals or become
profitable.
Delays in our product development could have a material impact on the profitable commercialization of our products.
If we experience delays in meeting our development goals, our products exhibit technical defects, or if we are unable to meet cost or
performance goals, including power output, useful life and reliability, the profitable commercialization of our products will be delayed. In this event, potential purchasers of our products may choose alternative technologies and any delays could
allow potential competitors to gain market advantages. We cannot assure you that we will successfully meet our commercialization schedule in the future.
We may enter into contracts for products that have not yet been developed or produced, which may give such customers the right to terminate their
agreements with us.
We may enter into contracts with our customers for certain products that have not been developed or produced.
There can be no assurance that we will complete the development of these products and meet the specifications required to fulfill customer agreements and deliver products on schedule. Pursuant to such agreements, the customers would have the right
to provide notice to us if, in their good faith judgment, we have materially deviated from such agreements. Should a customer provide such notice, and we cannot mutually agree to a modification to the agreement, then the customer may have the right
to terminate the agreement, which could adversely affect our future business.
We may never complete the research and development of certain
commercially viable products, which may adversely affect our revenue, profitability and result in possible warranty claims.
Other
than our GenDrive products, which we believe to be commercially viable at this time, we do not know when or whether we will successfully complete research and development of other commercially viable products. If we are unable to develop additional
commercially viable products, we may not be able to generate sufficient revenue to become profitable. The profitable commercialization of our products depends on our ability to reduce the costs of our components and subsystems, and we cannot assure
you that we will be able to sufficiently reduce these costs. In addition, the profitable commercialization of our products requires achievement and verification of
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their overall reliability, efficiency and safety targets, and we cannot assure you that we will be able to develop, acquire or license the technology necessary to achieve these targets. We must
complete additional research and development to fill our product portfolios and deliver enhanced functionality and reliability in order to manufacture additional commercially viable products in commercial quantities. In addition, while we are
conducting tests to predict the overall life of our products, we may not have run our products over their projected useful life prior to large-scale commercialization. As a result, we cannot be sure that our products will last as long as predicted,
resulting in possible warranty claims and commercial failures.
We currently are, and may from time to time become, a named party in contract
disputes for which an adverse outcome could result in us incurring significant expenses, being liable for damages and subject to indemnification claims.
From time to time, we may be subject to contract disputes or litigation. In connection with any disputes or litigation in which we are
involved, we may be forced to incur costs and expenses in connection with defending ourselves or in connection with the payment of any settlement or judgment or compliance with any injunctions in connection therewith if there is an unfavorable
outcome. The expense of defending litigation may be significant. The amount of time to resolve lawsuits is unpredictable and defending ourselves may divert managements attention from the day-to-day operations of our business, which could
adversely affect our business, results of operations, financial condition and cash flows. In addition, an unfavorable outcome in any such litigation could have a material adverse effect on our business, results of operations, financial condition and
cash flows.
For example, in July 2008, Soroof Trading Development Company Ltd., or Soroof, filed a demand for arbitration against GE Fuel
Cell Systems, LLC, or GEFCS, claiming breach of a distributor agreement and seeking damages of $3 million. Prior to GEFCS dissolution in 2006, we held a 40% membership interest and GE Microgen, Inc., or GEM, held a 60% membership interest in
GEFCS. In January 2010, Soroof requested, and GEM and we agreed, that the arbitration proceeding be administratively closed pending final resolution of the matter in United States District Court, Southern District of New York. On January 22,
2010, Soroof filed a complaint in United States District Court, Southern District of New York naming, among others, Plug Power Inc., GEFCS, and GEM as defendants. On January 24, 2012, following a motion for judgment on the pleadings and motion
for summary judgment, the Court dismissed with prejudice four of Soroofs claims and dismissed without prejudice two of Soroofs claims. The Court also dismissed with prejudice all claims against GEFCS. Soroof filed an amended complaint on
May 14, 2012 against us, GEM, and General Electric Company, re-pleading the two claims that were dismissed without prejudice. On December 12, 2012, the parties participated in a court settlement conference with the presiding judge at the
United States District Court for the Southern District of New York. The case was not resolved at the settlement conference.
Fact and
expert discovery closed March 22, 2013. On May 9, 2013 Soroof filed a motion to amend the case caption to change the name of the plaintiff entity to Soroof International Company, Ltd. We, GE, and GEM opposed the motion to amend
and on May 31, 2013, the Court ruled that Soroofs motion was denied without prejudice and ordered that the parties take additional discovery limited to Soroofs name change. The parties agreed to defer this additional discovery until
a ruling on the then-pending motions for summary judgment. We, together with GE and GEM, jointly filed a motion for summary judgment on all counts on May 10, 2013. On the same day, Soroof also moved for partial summary judgment to pierce
GEMs corporate veil in order to hold GE liable. Summary judgment briefing was complete by July 23, 2013. On October 30, 2013, the Court denied defendants motion for summary judgment as well as Soroofs motion for partial
summary judgment. Discovery concerning the name change issue is ongoing and briefing on any renewed motion to amend by Soroof will conclude by March 6, 2014. After that time, the parties will provide the Court with a pre-trial schedule.
We believe that it is too early to determine whether there is likely exposure to an adverse outcome and whether or not the probability of an
adverse outcome is more than remote. We, GEFCS, GEM and General Electric Company, or GE, are party to an agreement under which we agreed to indemnify such parties for up to $1 million of certain losses related to the Soroof distributor agreement. GE
has made a claim for indemnification
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against us under this agreement for all losses it may suffer as a result of the Soroof dispute. To the extent that the dispute results in an adverse outcome for us or for any of the parties we
have agreed to indemnify, we could suffer financially as a result of the damages we would have to pay on behalf of ourselves or our indemnitees.
Failure of our prospective customer demonstrations could negatively impact demand for our products.
We conduct demonstrations with a number of our prospective customers, and we plan to conduct additional demonstrations for prospective
customers as required in the future. We may encounter problems and delays during these demonstrations for a number of reasons, including the failure of our technology or the technology of third parties, as well as our failure to maintain and service
our products properly. Many of these potential problems and delays are beyond our control. Any problem or perceived problem with our demonstrations with these prospective customers could materially harm our reputation and impair market acceptance
of, and demand for, our products.
Product liability or defects could negatively impact our results of operations.
Any liability for damages resulting from malfunctions or design defects could be substantial and could materially adversely affect our
business, financial condition, results of operations and prospects. In addition, a well-publicized actual or perceived problem could adversely affect the markets perception of our products resulting in a decline in demand for our products and
could divert the attention of our management, which may materially and adversely affect our business, financial condition, results of operations and prospects.
The raw materials on which our products rely may not be readily available or available on a cost-effective basis.
For example, platinum is a key material in our PEM fuel cells. Platinum is a scarce natural resource and we are dependent upon a sufficient
supply of this commodity. Any shortages could adversely affect our ability to produce commercially viable fuel cell systems and significantly raise our cost of producing our fuel cell systems.
Our future plans could be harmed if we are unable to attract or retain key personnel.
We have attracted a highly skilled management team and specialized workforce, including scientists, engineers, researchers, manufacturing,
marketing and sales professionals. Our future success will depend, in part, on our ability to attract and retain qualified management and technical personnel. We do not know whether we will be successful in hiring or retaining qualified personnel.
Our inability to hire qualified personnel on a timely basis, or the departure of key employees, could materially and adversely affect our development and profitable commercialization plans and, therefore, our business prospects, results of
operations and financial condition.
The market price of our common stock may be adversely affected by market conditions affecting the stock markets
in general, including price and trading fluctuations on the NASDAQ Capital Market.
Market conditions may result in volatility in
the level of, and fluctuations in, the market prices of stocks generally and, in turn, our common stock and sales of substantial amounts of our common stock in the market, in each case being unrelated or disproportionate to changes in our operating
performance. The overall weakness in the economy has recently contributed to the extreme volatility of the markets which may have an effect on the market price of our common stock.
Provisions in our charter documents and Delaware law may discourage or delay an acquisition that stockholders may consider favorable, which could
decrease the value of our common stock.
Our certificate of incorporation, our bylaws, and Delaware corporate law contain
provisions that could make it harder for a third party to acquire us without the consent of our board of directors. These provisions include those that: authorize the issuance of up to 5,000,000 shares of preferred stock in one or more series
without a
S-13
stockholder vote; limit stockholders ability to call special meetings; establish advance notice requirements for nominations for election to our board of directors or for proposing matters
that can be acted on by stockholders at stockholder meetings; and provide for staggered terms for our directors. We have a shareholders rights plan that may be triggered if a person or group of affiliated or associated persons acquires beneficial
ownership of 15% or more of the outstanding shares of our common stock. In addition, in certain circumstances, Delaware law also imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our
outstanding common stock.
Adverse changes in general economic conditions in the United States or any of the major countries in which we do business
could adversely affect our operating results.
We are subject to the risks arising from adverse changes in global economic
conditions. For example, adverse changes in general economic conditions, continuing economic uncertainties, and the direction and relative strength of the U.S. economy has become increasingly uncertain. If economic growth in the United States and
other countries slows or recedes, our current or prospective customers may delay or reduce technology purchases. This could result in reductions in sales of our products, longer sales cycles, slower adoption of new technologies and increased price
competition, which could materially and adversely affect our business, results of operations and financial condition.
Our business may become
subject to future government regulation, which may impact our ability to market our products and costs and price of our products.
Our products are subject to certain federal, local, and non-U.S. laws and regulations, including, for example, state and local ordinances
relating to building codes, public safety, electrical and gas pipeline connections, hydrogen transportation and siting and related matters. See Business Government Regulations for additional information. Further, as products are
introduced into the market commercially, governments may impose new regulations. We do not know the extent to which any such regulations may impact our ability to distribute, install and service our products. Any regulation of our products, whether
at the federal, state, local or foreign level, including any regulations relating to installation and servicing of our products, may increase our costs and the price of our products.
Our products use flammable fuels that are inherently dangerous substances.
Our fuel cell systems use natural gas and hydrogen gas in catalytic reactions. While our products do not use this fuel in a combustion process,
natural gas and hydrogen gas are flammable fuels that could leak in a home or business and combust if ignited by another source. Further, while we are not aware of any accidents involving our products, any such accidents involving our products or
other products using similar flammable fuels could materially suppress demand for, or heighten regulatory scrutiny of, our products.
We may not be
able to protect important intellectual property and we could incur substantial costs defending against claims that our products infringe on the proprietary rights of others.
PEM fuel cell technology was first developed in the 1950s, and fuel processing technology has been practiced on a large scale in the
petrochemical industry for decades. Accordingly, we do not believe that we can establish a significant proprietary position in the fundamental component technologies in these areas. However, our ability to compete effectively will depend, in part,
on our ability to protect our proprietary system-level technologies, systems designs and manufacturing processes. We rely on patents, trademarks, and other policies and procedures related to confidentiality to protect our intellectual property.
However, some of our intellectual property is not covered by any patent or patent application. Moreover, we do not know whether any of our pending patent applications will issue or, in the case of patents issued or to be issued, that the claims
allowed are or will be sufficiently broad to protect our technology or processes. Even if all of our patent applications are issued and are sufficiently broad, our patents may be challenged or invalidated. We could incur substantial costs
S-14
in prosecuting or defending patent infringement suits or otherwise protecting our intellectual property rights. While we have attempted to safeguard and maintain our proprietary rights, we do not
know whether we have been or will be completely successful in doing so. Moreover, patent applications filed in foreign countries may be subject to laws, rules and procedures that are substantially different from those of the United States, and any
resulting foreign patents may be difficult and expensive to enforce. In addition, we do not know whether the U.S. Patent & Trademark Office will grant federal registrations based on our pending trademark applications. Even if federal
registrations are granted to us, our trademark rights may be challenged. It is also possible that our competitors or others will adopt trademarks similar to ours, thus impeding our ability to build brand identity and possibly leading to customer
confusion. We could incur substantial costs in prosecuting or defending trademark infringement suits.
Further, our competitors may
independently develop or patent technologies or processes that are substantially equivalent or superior to ours. If we are found to be infringing third party patents, we could be required to pay substantial royalties and/or damages, and we do not
know whether we will be able to obtain licenses to use such patents on acceptable terms, if at all. Failure to obtain needed licenses could delay or prevent the development, manufacture or sale of our products, and could necessitate the expenditure
of significant resources to develop or acquire non-infringing intellectual property.
Asserting, defending and maintaining our intellectual property
rights could be difficult and costly and failure to do so may diminish our ability to compete effectively and may harm our operating results.
We may need to pursue lawsuits or legal action in the future to enforce our intellectual property rights, to protect our trade secrets and
domain names, and to determine the validity and scope of the proprietary rights of others. If third parties prepare and file applications for trademarks used or registered by us, we may oppose those applications and be required to participate in
proceedings to determine the priority of rights to the trademark. Similarly, competitors may have filed applications for patents, may have received patents and may obtain additional patents and proprietary rights relating to products or technology
that block or compete with ours. We may have to participate in interference proceedings to determine the priority of invention and the right to a patent for the technology. Litigation and interference proceedings, even if they are successful, are
expensive to pursue and time consuming, and we could use a substantial amount of our financial resources in either case.
We rely, in part, on
contractual provisions to protect our trade secrets and proprietary knowledge, the adequacy of which may not be sufficient.
Confidentiality agreements to which we are party may be breached, and we may not have adequate remedies for any breach. Our trade secrets may
also be known without breach of such agreements or may be independently developed by competitors. Our inability to maintain the proprietary nature of our technology and processes could allow our competitors to limit or eliminate any competitive
advantages we may have.
Our government contracts could restrict our ability to profitably commercialize our technology.
Some of our technology has been developed with state and federal government funding in the United States, Canada and other countries. The
United States and Canadian governments have a non-exclusive, royalty-free, irrevocable world-wide license to practice or have practiced some of our technology developed under contracts funded by the respective government. In some cases, government
agencies in the United States or Canada can require us to obtain or produce components for our systems from sources located in the United States or Canada, respectively, rather than foreign countries. Our contracts with government agencies are also
subject to the risk of termination at the convenience of the contracting agency, potential disclosure of our confidential information to third parties and the exercise of march-in rights by the government. March-in rights refer to the
right of the United States or Canadian governments or government agency to license to others any technology developed under contracts funded by the government if the contractor fails to continue to develop the technology. The implementation of
restrictions on our sourcing of components or the exercise of march-in rights could harm our
S-15
business, prospects, results of operations and financial condition. In addition, under the Freedom of Information Act, any documents that we have submitted to the government or to a contractor
under a government funding arrangement are subject to public disclosure that could compromise our intellectual property rights unless such documents are exempted as trade secrets or as confidential information and treated accordingly by such
government agencies.
Risks Related to this Offering
Our management will have broad discretion in the use of the net proceeds we receive in this offering and might not apply the proceeds in ways that
increase the value of your investment.
Our management will have broad discretion over the use of our net proceeds from this
offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment and we might not be able
to yield a significant return, if any, on any investment of these net proceeds. Our failure to apply these funds effectively could have a material adverse effect on our business, delay the development of our products and cause the price of our
common stock to decline.
There may be future sales or other dilution of our equity, which may adversely affect the market price of our common
stock.
Except as described under Underwriting, we are not restricted from issuing additional shares of our common
stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, our common stock. The market price of our common stock could decline as a result of sales of shares of our common stock or sales
of such other securities made after this offering or the perception that such sales could occur.
The market price of our common stock may be
adversely affected by market conditions affecting the stock markets in general, including price and trading fluctuations on the NASDAQ Capital Market.
Market conditions may result in volatility in the level of, and fluctuations in, the market prices of stocks generally and, in turn, our common
stock and sales of substantial amounts of our common stock in the market, in each case being unrelated or disproportionate to changes in our operating performance. The overall weakness in the economy has recently contributed to the extreme
volatility of the markets which may have an effect on the market price of our common stock.
Investors in this offering will experience immediate
and substantial dilution.
The public offering price of the securities offered pursuant to this prospectus supplement is
substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares of common stock in this offering, you will incur immediate and substantial dilution in the pro forma net tangible book value per
share of common stock from the price per share that you pay for the common stock. If the holders of outstanding options or warrants exercise those options or warrants at prices below the public offering price, you will incur further dilution. See
the section entitled Dilution below for a more detailed discussion of the dilution associated with this offering.
We have not paid cash
dividends to our shareholders and currently have no plans to pay future cash dividends.
We plan to retain earnings to finance
future growth and have no current plans to pay cash dividends to shareholders (except in accordance with the terms of our outstanding Series C Preferred Stock). Because we have not paid cash dividends, holders of our securities will experience a
gain on their investment in our securities only in the case of an appreciation of value of our securities. You should neither expect to receive dividend income from investing in our securities nor an appreciation in value.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein contain
forward-looking statements regarding our future performance. All forward-looking information is inherently uncertain and actual results may differ materially from assumptions, estimates or expectations reflected or contained in the forward-looking
statements as a result of various factors, including those set forth under Risk Factors in this prospectus supplement and elsewhere in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference
herein and therein. In addition, such Risk Factors may be updated from time to time by our filings under the Securities Exchange Act of 1934. Forward-looking statements convey our current expectations or forecasts of future events. All
statements contained in this prospectus supplement and the accompanying prospectus other than statements of historical fact are forward-looking statements. Forward-looking statements include statements regarding our future financial position,
business strategy, budgets, projected costs, plans and objectives of management for future operations. The words may, continue, estimate, intend, plan, will,
believe, project, expect, anticipate and similar expressions may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking.
With respect to the forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements speak only as of the date each such statement is made. Unless required by law, we undertake no obligation to
publicly update or revise any forward-looking statements to reflect new information or future events or otherwise, and we do not intend to provide such updates.
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USE OF PROCEEDS
We expect to receive approximately $21.5 million in net proceeds from this offering. Net proceeds is what we expect to receive
after paying the expenses of this offering, including the underwriting discounts and commissions, as described in Underwriting below, and other estimated offering expenses payable by us, which include legal, accounting and printing fees.
We intend to use the net proceeds from this offering for working capital and other general corporate purposes, including capital
expenditures.
As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses of the proceeds
from this offering. Accordingly, we will retain broad discretion over the use of such proceeds. Until we use the net proceeds of this offering, we intend to invest the funds in short-term, investment grade, interest-bearing securities.
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DILUTION
If you invest in our common stock, your ownership interest will be diluted by the difference between the price per share you pay and the net
tangible book value per share of our common stock immediately after this offering.
Our net tangible book value as of September 30,
2013 was approximately $1.2 million, or $0.012 per share of our common stock, based upon 102,438,061 shares of our common stock outstanding as of that date. Net tangible book value per share is determined by dividing our total tangible
assets, less total liabilities, by the number of shares of our common stock outstanding as of September 30, 2013. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares
of common stock in this offering and the net tangible book value per share of our common stock immediately after this offering.
After
giving effect to the sale of 3,902,440 shares of our common stock in this offering at the public offering price of $5.74 per share and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our as
adjusted net tangible book value as of September 30, 2013 would have been approximately $22.7 million, or $0.213 per share. This represents an immediate increase in net tangible book value of $0.201 per share to existing stockholders and
immediate dilution in net tangible book value of $5.527 per share to new investors purchasing our common stock in this offering at the public offering price. The following table illustrates this dilution on a per share basis:
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|
|
|
|
|
|
|
|
Public offering price per share
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|
|
|
|
|
$
|
5.74
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|
Net tangible book value per share as of September 30, 2013
|
|
$
|
0.012
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|
|
|
|
|
Increase in net tangible book value per share attributable to this offering
|
|
$
|
0.201
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|
|
|
|
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Adjusted net tangible book value per share as of September 30, 2013 after giving effect to this offering
|
|
|
|
|
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$
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0.213
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|
Dilution in net tangible book value per share to new investors
|
|
|
|
|
|
$
|
5.527
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The foregoing table and discussion is based on 102,438,061 shares of common stock outstanding as of
September 30, 2013 and excludes:
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4,145,689 shares of common stock issuable upon the exercise of stock options outstanding as of September 30, 2013, at a weighted average exercise price of $3.76;
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|
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1,411,510 shares of our common stock reserved for future issuance under our equity incentive plans as of September 30, 2013;
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165,906 shares of common stock in treasury;
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683,336 shares of common stock issuable upon the vesting of restricted stock units;
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10,972,859 shares of common stock issuable upon conversion of our Series C Redeemable Convertible Preferred Stock at a conversion price of 0.236529; and
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27,636,465 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2013, at a weighted average exercise price of $0.36.
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After giving effect to our January 2014 public offering of common stock and warrants on a pro forma basis, our pro forma net tangible book
value per share as of September 30, 2013 was $0.261, the increase in pro forma net tangible book value per share attributable to this offering is $0.175, the adjusted pro forma net tangible book value per share as of September 30, 2013 after giving
effect to this offering is $0.436, and the dilution in pro forma net tangible book value per share to new investors is $5.304.
In
addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through
the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
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UNDERWRITING
We and the underwriter for the offering named below have entered into an underwriting agreement with respect to the common stock being
offered. Subject to the terms and conditions of the underwriting agreement, the underwriter has agreed to purchase from us the number of shares of our common stock set forth opposite its name below.
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Underwriter
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Number of
Shares
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Cowen and Company, LLC
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3,902,440
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The underwriting agreement provides that the obligations of the underwriter are subject to certain conditions
precedent and that the underwriter has agreed to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased.
We have agreed to indemnify the underwriter against specified liabilities, including liabilities under the Securities Act of 1933, and to
contribute to payments the underwriter may be required to make in respect thereof.
The underwriter is offering the shares, subject to
prior sale, when, as and if issued to and accepted by it, subject to approval of legal matters by its counsel and other conditions specified in the underwriting agreement. The underwriter reserves the right to withdraw, cancel or modify offers to
the public and to reject orders in whole or in part.
Discounts and Commissions.
The following table shows the public offering
price, underwriting discount and proceeds, before expenses to us.
We estimate that the total expenses of the offering, excluding
underwriting discount, will be approximately $21.5 million and are payable by us.
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|
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Public offering price per share
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$
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5.74
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Underwriting discount per share
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|
$
|
0.23
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Proceeds, before expenses, to us
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$
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21,502,444
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|
The underwriter proposes to offer the shares of common stock to the public at the public offering price set
forth on the cover of this prospectus. The underwriter may offer the shares of common stock to securities dealers at the public offering price less a concession not in excess of $0.23 per share. If all of the shares are not sold at the public
offering price, the underwriter may change the offering price and other selling terms.
Discretionary Accounts.
The underwriter
does not intend to confirm sales of the shares to any accounts over which it has discretionary authority.
Stabilization.
In
connection with this offering, the underwriter may engage in stabilizing transactions and syndicate covering transactions and purchases to cover positions created by short sales.
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Stabilizing transactions permit bids to purchase shares of common stock so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the
market price of the common stock while the offering is in progress.
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Syndicate covering transactions involve purchases of common stock in the open market after the distribution has been completed in order to cover syndicate short positions. Since there is no over-allotment option, if the
underwriter would have a naked short position, which can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that after pricing there could be downward pressure
on the price of the shares in the open market that could adversely affect investors who purchase in the offering.
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Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when
the security originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. These stabilizing transactions, syndicate covering transactions and penalty bids may have the
effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise
be in the absence of these transactions. Neither we nor the underwriter makes any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on
the Nasdaq Stock Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.
Passive
Market Making.
In connection with this offering, the underwriter and selling group members may engage in passive market making transactions in our common stock on the Nasdaq Stock Market in accordance with Rule 103 of Regulation M under the
Securities Exchange Act of 1934, as amended, during a period before the commencement of offers or sales of common stock and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of
the highest independent bid of that security. However, if all independent bids are lowered below the passive market makers bid, that bid must then be lowered when specified purchase limits are exceeded.
United Kingdom.
The underwriter has represented and agreed that:
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it has not made or will not make an offer of the securities to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (as amended) (FSMA) except to legal
entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by us
of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority (FSA);
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it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to
persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply
to us; and
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it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.
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Switzerland.
The securities will not be offered, directly or indirectly, to the public in Switzerland and this prospectus does not
constitute a public offering prospectus as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations.
European Economic Area.
In relation to each Member State of the European Economic Area (Iceland, Norway and Lichtenstein in addition to
the member states of the European Union) that has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of the securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the
securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the securities to the public in that Relevant Member State at any time:
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to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
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to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover
of more than 50,000,000, as shown in its last annual or consolidated accounts;
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in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.
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Each person in a Relevant Member State who receives any communication in respect of, or who acquires any securities under, the offer
contemplated in this prospectus will be deemed to have represented, warranted and agreed to and with us and each underwriter that:
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it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and
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in the case of any securities acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (1) the securities acquired by it in the offer have not been acquired on
behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent
of the underwriter has been given to the offer or resale; or (2) where securities have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those securities to it is not treated
under the Prospectus Directive as having been made to such persons.
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For the purposes of the provisions in the two
immediately preceding paragraphs, the expression an offer of the securities to the public in relation to the securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in
that Relevant Member State, and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
Electronic Offer, Sale and Distribution of Shares.
A prospectus in electronic format may be made available on the websites maintained
by the underwriter or selling group members, if any, participating in this offering and the underwriter may distribute prospectuses electronically. The underwriter may agree to allocate a number of shares to selling group members for sale to their
online brokerage account holders. Internet distributions will be allocated by the underwriter and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the
information on these websites is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriter in its capacity as underwriter, and should not be relied
upon by investors.
Other Relationships.
The underwriter and its affiliates have provided, and may in the future provide, various
investment banking, commercial banking and other financial services for us and our affiliates for which they have received, and may in the future receive, customary fees.
Listing and Transfer Agent
Our common
stock is listed on the NASDAQ Capital Market and trades under the symbol PLUG. The transfer agent of our common stock is Broadridge Corporate Issuer Solutions, Inc.
S-22
LEGAL MATTERS
Certain legal matters with respect to the securities offered by this prospectus supplement will be passed upon for us by Goodwin Procter LLP,
Boston, Massachusetts. Certain legal matters will be passed upon for the underwriter by Lowenstein Sandler LLP, New York, New York.
EXPERTS
The consolidated financial statements and schedule of Plug Power Inc. and subsidiaries as of December 31, 2012 and
2011, and for each of the years in the three-year period ended December 31, 2012 have been incorporated by reference herein and in the Registration Statement in reliance upon the reports of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, and upon authority of said firm as experts in accounting and auditing.
The audit report covering
the December 31, 2012 consolidated financial statements and financial statement schedule contains an explanatory paragraph that states that the Company has suffered recurring losses from operations and has experienced a substantial decline in
working capital, that raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements and financial statement schedule do not include any adjustments that might result from the outcome
of that uncertainty.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important
information to you by referring you to those documents instead of having to repeat the information in this prospectus supplement. The information incorporated by reference is considered to be part of this prospectus supplement, and later information
that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below that we have filed with the SEC:
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our Annual Report on Form 10-K for the year ended December 31, 2012, filed on April 1, 2013;
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our Quarterly Reports on Form 10-Q for the quarterly periods ended (i) March 31, 2013, filed on May 15, 2013, (ii) June 30, 2013, filed on August 14, 2013 and (iii) September 30,
2013, filed on November 14, 2013;
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our Current Reports on Form 8-K filed on February 13, 2013, February 14, 2013, April 1, 2013, April 16, 2013, May 8, 2013, May 20, 2013, June 7,
2013, June 20, 2013, June 28, 2013, July 2, 2013 (as amended on July 2, 2013), July 3, 2013, September 11, 2013, October 29, 2013, December 20, 2013, January 10, 2014 and
January 15, 2014;
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our Proxy Statement on Schedule 14A filed with the SEC on May 31, 2013 and additional materials on Schedule 14A filed with the SEC on June 7, 2013 and June 28, 2013; and
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the section entitled Description of Registrants Securities to be Registered contained in our Registration Statement on Form 8-A, filed pursuant to Section 12(b) of the Exchange Act on
June 24, 2009 (as amended on May 6, 2011, March 19, 2012, March 26, 2012, February 13, 2013 and May 20, 2013).
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We also incorporate by reference into this prospectus supplement all documents (other than current reports furnished under Item 2.02 or
Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement.
S-23
You may access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and amendments to any of these reports, free of charge on the SECs website. You may also access the documents incorporated by reference on our website at www.plugpower.com. Other than the foregoing documents incorporated by reference,
the information contained in, or that can be accessed through, our website is not part of this prospectus supplement or the accompanying prospectus.
In addition, we will furnish without charge to each person, including any beneficial owner, to whom a prospectus supplement is delivered, on
written or oral request of such person, a copy of any or all of the documents incorporated by reference in this prospectus supplement (not including exhibits to such documents, unless such exhibits are specifically incorporated by reference in this
prospectus supplement or into such documents). Such requests may be directed to Corporate Secretary, Plug Power Inc., 968 Albany-Shaker Road, Latham, New York, 12110, or call (518) 782-7700.
S-24
PROSPECTUS
PLUG POWER INC.
$100,000,000
Common
Stock
Preferred Stock
Warrants
Units
From time to time, we may offer up to $100,000,000 of any combination of the securities described in this prospectus, either individually or
in units. The warrants may be convertible into or exercisable or exchangeable for common stock or preferred stock and the preferred stock may be convertible into or exchangeable for common stock.
Each time we offer securities, we will provide the specific terms of the securities offered in one or more supplements to this prospectus. We
may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this
prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered.
The securities offered by this prospectus may be sold directly by us to investors, through agents designated from time to time or to or
through underwriters or dealers. We will set forth the names of any underwriters or agents and any applicable fees, commissions, discounts and over-allotments in an accompanying prospectus supplement. For additional information on the methods of
sale, you should refer to the section entitled Plan of Distribution in this prospectus and in the applicable prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will
also be set forth in a prospectus supplement.
Our common stock is traded on the NASDAQ Capital Market under the symbol PLUG.
On March 31, 2011, the last reported sale price of our common stock on the NASDAQ Capital Market was $0.76. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, on the NASDAQ
Capital Market or any securities market or other exchange of the securities covered by the applicable prospectus supplement.
This
prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
INVESTING IN
OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES REFERENCED UNDER THE HEADING
RISK FACTORS
ON PAGE 5 OF THIS PROSPECTUS AS WELL AS THOSE CONTAINED IN
THE APPLICABLE PROSPECTUS SUPPLEMENT AND ANY RELATED FREE WRITING PROSPECTUS, AND IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this
prospectus is April 8, 2011.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC,
utilizing a shelf registration process. Under this shelf registration process, we may offer shares of our common stock and preferred stock, various series of warrants to purchase common stock or preferred stock, either individually or in
units, in one or more offerings, up to a total dollar amount of $100,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we
will provide a prospectus supplement that will contain more specific information about the specific terms of the offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information
relating to these offerings. Each such prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you) may also add, update or change information contained in this prospectus or in documents incorporated
by reference into this prospectus. We urge you to carefully read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the
headings Where You Can Find Additional Information and Incorporation of Certain Information by Reference before buying any of the securities being offered.
This prospectus may not be used to offer or sell securities unless it is accompanied by a prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus, any applicable prospectus supplement and
any related free writing prospectus. We have not authorized anyone to provide you with different information in addition to or different from that contained in this prospectus, any applicable prospectus supplement and any related free writing
prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to
be provided to you. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You
should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any information incorporated by reference is
accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as
exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading Where You Can Find Additional Information.
1
SUMMARY
This summary highlights selected information from this prospectus or incorporated by reference in this prospectus, and does not contain all of
the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our
securities referred to under the heading Risk Factors in this prospectus and contained in the applicable prospectus supplement and any related free writing prospectus, and in the other documents that are incorporated by reference
into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.
Unless otherwise mentioned or unless the context requires otherwise, throughout this prospectus, any applicable prospectus supplement and any
related free writing prospectus, the words Plug Power, we, us, our, the company or similar references refer to Plug Power Inc. and its subsidiaries; and the term securities
refers collectively to our common stock, preferred stock or warrants to purchase common stock or preferred stock, or any combination of the foregoing securities.
This prospectus and the information incorporated herein by reference includes trademarks, service marks and trade names owned by us or other
companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing prospectus are the property of their respective owners.
Our Company
We are a
leading provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. We have also developed products for
the back-up and stationary power markets worldwide. Effective April 1, 2010, we were no longer considered a development stage enterprise since our principal operations began to provide more than insignificant revenues as we received orders from
repeat customers, increased our customer base and had a significant backlog. Prior to April 1, 2010, we were considered a development stage enterprise because substantially all of our resources and efforts were aimed at the discovery of
new knowledge that could lead to significant improvement in fuel cell reliability and durability, and the establishment, expansion and stability of markets for our products.
We are focused on proton exchange membrane, or PEM, fuel cell and fuel processing technologies and fuel cell/battery hybrid technologies, from
which multiple products are available. A fuel cell is an electrochemical device that combines hydrogen and oxygen to produce electricity and heat without combustion. Hydrogen is derived from hydrocarbon fuels such as liquid petroleum gas (LPG),
natural gas, propane, methanol, ethanol, gasoline or biofuels. Hydrogen can also be obtained from the electrolysis of water. Hydrogen can be purchased directly from industrial gas providers or can be produced on-site at consumer locations.
We concentrate our efforts on developing, manufacturing and selling our hydrogen-fueled PEM GenDrive
®
products on commercial terms for industrial off-road (forklift or material handling) applications, with a focus on multi-shift high volume manufacturing and high throughput distribution
sites.
We have previously invested in development and sales activities for low-temperature remote-prime power GenSys
®
products and our GenCore
®
product, which is a hydrogen fueled PEM fuel cell system to provide
back-up
power for critical infrastructure. While we will continue to service and support GenSys and/or GenCore products on a limited basis, our main focus is our GenDrive product line.
2
We sell our products worldwide, with a primary focus on North America, through our direct
product sales force, original equipment manufacturers (OEMs) and their dealer networks. We sell to business, industrial and government customers.
We were organized in the State of Delaware on June 27, 1997. We were originally a joint venture between Edison Development
Corporation and Mechanical Technology Incorporated. In 2007, we acquired all the issued and outstanding equity of Cellex Power Products, Inc. (Cellex) and General Hydrogen Corporation (General Hydrogen). Through these acquisitions, and our continued
GenDrive product development efforts, we became the first fuel cell company to offer a complete suite of Class 1 sit-down counterbalance trucks, Class 2
stand-up
reach trucks and Class
3 rider pallet trucks products. Our principal executive offices are located at 968 Albany-Shaker Road, Latham, New York, 12110, and our telephone number is (518) 782-7700. Our corporate website address is
www.plugpower.com. Our current and future annual reports on Form 10-K, future quarterly reports on Form 10-Q, current reports on Form 8-K and other filings with the SEC are available, free of charge, through our website as soon as reasonably
practicable after we electronically file such materials with, or furnish them to, the SEC. Our SEC filings can be accessed through the investor relations section of our website. The information contained on, or accessible through, our website is not
intended to be part of this or any other report we file with, or furnish to, the SEC. Our common stock trades on the NASDAQ Capital Market under the symbol PLUG.
The Securities We May Offer
We may offer shares of our common stock and preferred stock, various series of warrants to purchase common stock or preferred stock, either
individually or in units, with a total value of up to $100,000,000 from time to time under this prospectus at prices and on terms to be determined at the time of any offering. This prospectus provides you with a general description of the securities
we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities.
The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change
information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the
effectiveness of the registration statement of which this prospectus is a part.
This prospectus may not be used to offer or sell
securities unless it is accompanied by a prospectus supplement.
We may sell the securities directly to investors or to or through
agents, underwriters or dealers. We, and our agents or underwriters, reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents or underwriters, we will include in the
applicable prospectus supplement:
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the names of those agents or underwriters;
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applicable fees, discounts and commissions to be paid to them;
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details regarding over-allotment options, if any; and
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the net proceeds to us.
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Common Stock.
We may issue shares of our common stock from
time to time. Holders of shares of our common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders and do not have cumulative voting rights. Subject to the preferences that may be applicable to
any then outstanding preferred stock, the holders of our outstanding shares of common stock are entitled to receive
3
dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, holders of our common
stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the
holders of any outstanding shares of preferred stock.
Preferred Stock.
We may issue shares of our preferred stock from time to
time, in one or more series. Our board of directors will determine the rights, preferences and privileges of the shares of each wholly unissued series, and any qualifications, limitations or restrictions thereon, including dividend rights,
conversion rights, preemptive rights, terms of redemption or repurchase, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series. Convertible preferred stock will be convertible
into our common stock or exchangeable for other securities. Conversion may be mandatory or at your option and would be at prescribed conversion rates.
If we sell any series of preferred stock under this prospectus, we will fix the rights, preferences and privileges of the preferred stock of
such series, as well as any qualifications, limitations or restrictions thereon, in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will
incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of that series of preferred stock. We urge you
to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of preferred stock being offered, as well as the complete certificate of designation that contains the
terms of the applicable series of preferred stock.
Warrants.
We may issue warrants for the purchase of common stock and/or
preferred stock in one or more series. We may issue warrants independently or together with common stock and/or preferred stock, and the warrants may be attached to or separate from these securities. In this prospectus, we have summarized certain
general features of the warrants. We urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the particular series of warrants being offered, as well as
the complete warrant agreements and warrant certificates that contain the terms of the warrants. Forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants being offered will be filed as exhibits to the
registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
We
will evidence each series of warrants by warrant certificates that we will issue. Warrants may be issued under an applicable warrant agreement that we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if
applicable, in the prospectus supplement relating to the particular series of warrants being offered.
Units.
We may issue, in one
or more series, units consisting of common stock, preferred stock, and/or warrants for the purchase of common stock and/or preferred stock in any combination. In this prospectus, we have summarized certain general features of the units. We urge you,
however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of units being offered, as well as the complete unit agreement that contains the terms of the
units. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of unit agreement and any supplemental agreements that describe the
terms of the series of units we are offering before the issuance of the related series of units.
We will evidence each series of units by
unit certificates that we will issue. Units may be issued under a unit agreement that we enter into with a unit agent. We will indicate the name and address of the unit agent, if applicable, in the prospectus supplement relating to the particular
series of units being offered.
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RISK FACTORS
Investing in our securities involves a high degree of risk. Before purchasing our securities, you should carefully consider the risks and
uncertainties set forth under the heading Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 31, 2011, which is incorporated by reference in this
prospectus, as well as any updates thereto contained in subsequent filings with the SEC or any applicable prospectus supplement or free writing prospectus. If any of these risks were to occur, our business, financial condition or results of
operations would likely suffer. In that event, the value of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently
known to us or that we currently deem immaterial may also impair our business operations.
FORWARD-LOOKING
STATEMENTS
This prospectus contains statements that are not historical facts and are considered forward-looking within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements contain projections of our future results of operations or of our financial position or state other forward-looking information. In
some cases you can identify these statements by forward-looking words such as anticipate, believe, could, continue, estimate, expect, intend, may,
should, will, would, plan, projected or the negative of such words or other similar words or phrases. We believe that it is important to communicate our future expectations to our
investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Investors are
cautioned not to unduly rely on forward-looking statements because they involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to: the risk that we
continue to incur losses and might never achieve or maintain profitability, the risk that the additional capital we expect we will need to raise to fund our operations beyond the first quarter of 2012 may not be available; our lack of extensive
experience in manufacturing and marketing products may impact our ability to manufacture and market products on a profitable and large-scale commercial basis; the risk that unit orders will not ship, be installed and/or converted to revenue, in
whole or in part; the risk that pending orders may not convert to purchase orders, in whole or in part; the risk that our continued failure to comply with NASDAQs listing standards may severely limit our ability to raise additional capital;
the cost and timing of developing, marketing and selling our products and our ability to raise the necessary capital to fund such costs; the ability to achieve the forecasted gross margin on the sale of our products; the actual net cash used for
operating expenses may exceed the projected net cash for operating expenses; the cost and availability of fuel and fueling infrastructures for our products; market acceptance of our GenDrive systems; our ability to establish and maintain
relationships with third parties with respect to product development, manufacturing, distribution and servicing and the supply of key product components; the cost and availability of components and parts for our products; our ability to develop
commercially viable products; our ability to reduce product and manufacturing costs; our ability to successfully expand our product lines; our ability to improve system reliability for our GenDrive systems; competitive factors, such as price
competition and competition from other traditional and alternative energy companies; our ability to protect our intellectual property; the cost of complying with current and future federal, state and international governmental regulations; and other
risks and uncertainties referenced under Risk Factors above and in any applicable prospectus supplement or free writing prospectus and any documents incorporated by reference herein or therein. Readers should not place undue
reliance on our forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Except as may be required by applicable law, we do not undertake
or intend to update any
forward-looking
statements after the date of this prospectus or the respective dates of documents incorporated herein or therein that include forward-looking statements.
5
RATIO OF COMBINED FIXED CHARGES AND PREFERENCE DIVIDENDS TO EARNINGS
Our ratio of combined fixed charges and preference dividends to earnings for each of the five most recently completed fiscal years
and any required interim periods will each be specified in a prospectus supplement or in a document that we file with the SEC and incorporate by reference pertaining to the issuance, if any, by us of preference securities in the future.
USE OF PROCEEDS
Except as described in any prospectus supplement or in any related free writing prospectus that we may authorize to be provided to you, the
net proceeds received by us from our sale of the securities described in this prospectus will be added to our general funds and will be used for our general corporate purposes. From time to time, we may engage in additional public or private
financings of a character and amount which we may deem appropriate.
6
PLAN OF DISTRIBUTION
We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination
of these methods. We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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Each time we offer and sell securities, we will provide a prospectus
supplement that will set forth the terms of the offering of the securities, including:
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the name or names of the underwriters, if any;
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the purchase price of the securities and the proceeds we will receive from the sale;
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any over-allotment options under which underwriters may purchase additional securities;
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any agency fees or underwriting discounts and other items constituting agents or underwriters compensation;
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any public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers; and
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any securities exchange or market on which the securities may be listed.
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If underwriters are
used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing
underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered by any over-allotment
option. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we or they have a material relationship. The prospectus supplement, naming the
underwriter, will describe the nature of any such relationship.
We may sell securities directly or through agents we or they designate
from time to time. The prospectus supplement will name any agent involved in the offering and sale of securities and any commissions we will pay to them. Unless the prospectus supplement states otherwise, any agent will be acting on a best-efforts
basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain purchasers to purchase
securities from us or them at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The prospectus supplement will set forth the
conditions to these contracts and any commissions we must pay for solicitation of these contracts.
We may provide agents and underwriters
with indemnification against civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may engage
in transactions with, or perform services for, us in the ordinary course of business.
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All securities we may offer, other than common stock, will be new issues of securities with no
established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any
securities.
Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in
accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution
is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short
positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.
Any underwriters that are qualified market makers on the NASDAQ Capital Market may engage in passive market making transactions in the common
stock on the NASDAQ Capital Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the common stock. Passive market makers must
comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all
independent bids are lowered below the passive market makers bid, however, the passive market makers bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the
securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
In
compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities
offered pursuant to this prospectus and any applicable prospectus supplement.
8
DESCRIPTION OF CAPITAL STOCK
General
Our authorized capital stock
consists of 245,000,000 shares of common stock, $0.01 par value per share, and 5,000,000 shares of preferred stock, $0.01 par value per share. As of March 31, 2011, there were 132,784,673 shares of our common stock outstanding and no
shares of preferred stock outstanding.
The following summary description of our capital stock is based on the provisions of our amended
and restated certificate of incorporation and amended and restated bylaws and the applicable provisions of the Delaware General Corporation Law. This information is qualified entirely by reference to the applicable provisions of our amended and
restated certificate of incorporation, amended and restated bylaws and the Delaware General Corporation Law. For information on how to obtain copies of our amended and restated certificate of incorporation and amended and restated bylaws, which are
exhibits to the registration statement of which this prospectus is a part, see Where You Can Find Additional Information and Incorporation of Certain Information by Reference.
Common Stock
Holders of shares of our
common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders, including the election of directors. Our amended and restated certificate of incorporation and amended and restated bylaws do not
provide for cumulative voting rights. Because of this, the holders of a majority of our common stock entitled to vote in any election of directors can elect all of the directors standing for election. Subject to the preferences that may be
applicable to any then outstanding preferred stock, the holders of our outstanding shares of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. In
the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities,
subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock. Holders of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking
fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that
we may designate and issue in the future.
Preferred Stock
Pursuant to our amended and restated certificate of incorporation, our board of directors has the authority, without further action by the
stockholders (unless such stockholder action is required by applicable law or NASDAQ rules), to designate and issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included
in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued series, and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but
not below the number of shares of such series then outstanding.
We will fix the rights, preferences and privileges of the preferred stock
of each such series, as well as any qualifications, limitations or restrictions thereon, in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will
incorporate by reference from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of that series of preferred stock. This
description will include:
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the title and stated value;
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the number of shares we are offering;
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the liquidation preference per share;
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the dividend rate, period and payment date and method of calculation for dividends;
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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the procedures for any auction and remarketing, if any;
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the provisions for a sinking fund, if any;
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the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights;
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any listing of the preferred stock on any securities exchange or market;
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whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period;
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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period;
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voting rights, if any, of the preferred stock;
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preemptive rights, if any;
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restrictions on transfer, sale or other assignment, if any;
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whether interests in the preferred stock will be represented by depositary shares;
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a discussion of any material United States federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;
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any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our
affairs; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
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The General Corporation Law of the State of Delaware, the state of our incorporation, provides that the holders of preferred stock will have
the right to vote separately as a class (or, in some cases, as a series) on an amendment to our amended and restated certificate of incorporation if the amendment would change the par value, the number of authorized shares of the class or the
powers, preferences or special rights of the class or series so as to adversely affect the class or series, as the case may be. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.
Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the
voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of
delaying, deferring or preventing a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders of common stock. Additionally, the issuance of preferred stock may have the effect
of decreasing the market price of our common stock.
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Delaware Anti-Takeover Law and Provisions of our Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws
Delaware Anti-Takeover Law
. We are subject to Section 203 of the Delaware General Corporation Law.
Section 203 generally prohibits a public Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person
became an interested stockholder, unless:
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prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding
(a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or
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on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of
at least 66- 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
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Section 203
defines a business combination to include:
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any merger or consolidation involving the corporation and the interested stockholder;
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any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; and
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
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In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation or any entity or person affiliated with or controlling or controlled by the entity or person.
Amended
and Restated Certificate of Incorporation and Amended and Restated Bylaws
. Provisions of our amended and restated certificate of incorporation and amended and restated bylaws may delay or discourage transactions involving an actual or potential
change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore,
these provisions could adversely affect the price of our common stock. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:
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permit our board of directors to issue up to 5,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;
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provide that the authorized number of directors may be changed only by resolution of the board of directors;
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provide that all vacancies, including newly created directorships, may, except as otherwise required by law and subject to the rights of the holders of any series of preferred stock, be filled by the affirmative vote of
a majority of directors then in office, even if less than a quorum;
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divide our board of directors into three classes;
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require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent;
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provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner,
and also specify requirements as to the form and content of a stockholders notice;
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do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election,
if they should so choose); and
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provide that special meetings of our stockholders may be called only by the chairman of the board, our chief executive officer, our president or by the board of directors pursuant to a resolution adopted by a majority
of the total number of authorized directors.
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The amendment of any of these provisions, with the exception of the ability of
our board of directors to issue shares of preferred stock and designate any rights, preferences and privileges thereto, would require approval by the holders of at least 66- 2/3% of our then outstanding common stock.
Shareholder Rights Plan
On June 22,
2009, we adopted a shareholder rights plan, the purpose of which is, among other things, to enhance our Boards ability to protect stockholder interests and to ensure that stockholders receive fair treatment in the event any coercive takeover
attempt of the company is made in the future. The shareholder rights plan could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, the company or a large block of our common stock. The
following summarizes material terms of the shareholder rights plan and the associated preferred share purchase rights. This description is subject to the detailed provisions of, and is qualified by reference to, the shareholder rights agreement
which has been filed as an exhibit to our Registration Statement on Form 8-A dated June 24, 2009, as previously filed with the Commission.
Each outstanding share of our common stock evidences one preferred share purchase right. Under the terms of the shareholder rights agreement,
each preferred share purchase right entitles the registered holder to purchase from us one ten-thousandth of a share (each, a unit) of our Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, at a cash
exercise price of $6.50 per unit, subject to adjustment. Initially, the preferred share purchase rights are not exercisable and are attached to and trade with all shares of common stock. The preferred share purchase rights will separate from the
common stock and will become exercisable upon the earlier of:
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the close of business on the tenth calendar day following the first public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 15% or more of the outstanding
shares of common stock, other than as a result of repurchases of stock by the company or certain inadvertent actions by a stockholder, or
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the close of business on the tenth business day (or such later day as the Board of Directors may determine) following the commencement of a tender offer or exchange offer that could result upon its consummation in a
person or group becoming the beneficial owner of 15% or more of the outstanding shares of common stock.
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With respect to any
person who beneficially owned 15% or more of the outstanding shares of common stock as of June 23, 2009, such persons share ownership will not cause the preferred share purchase rights to be exercisable unless:
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such person acquires beneficial ownership of shares of common stock representing more than an additional 0.5% of the outstanding shares of common stock held by such person as of June 23, 2009; or
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if after June 23, 2009 such person reduces its beneficial ownership of shares of common stock and such person subsequently acquires beneficial ownership of more than an additional 0.5% of the common stock.
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In the event that a person or group of affiliated or associated persons has acquired beneficial
ownership of 15% or more of the outstanding shares of common stock, proper provision will be made so that each holder of a preferred share purchase right (other than an acquiring person or its associates or affiliates, whose preferred share purchase
rights shall become null and void) will thereafter have the right to receive (a subscription right) upon exercise, in lieu of a number of units, that number of shares of common stock of the company (or, in certain circumstances,
including if there are insufficient shares of common stock to permit the exercise in full of the preferred share purchase rights, units of preferred stock, other securities, cash or property, or any combination of the foregoing) having a market
value of two times the exercise price of the preferred share purchase rights.
In the event that, at any time following the dated that a
person or group of affiliated or associated persons has acquired beneficial ownership of 15% or more of the outstanding shares of common stock:
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we consolidate with, or merge with and into, any other person, and we are not the continuing or surviving corporation,
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any person consolidates with the company, or merges with and into the company and we are the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of common
stock are changed into or exchanged for stock or other securities of any other person or cash or any other property, or
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50% or more of our assets or earning power is sold, mortgaged or otherwise transferred, each holder of a preferred share purchase right (other than an acquiring person or its associates or affiliates, whose preferred
share purchase rights shall become null and void) will thereafter have the right to receive (a merger right), upon exercise, common stock of the acquiring company having a market value equal to two times the exercise price of the
preferred share purchase rights. The holder of a preferred share purchase right will continue to have this merger right whether or not such holder has exercised its subscription right. Preferred share purchase rights that are or were beneficially
owned by an acquiring person may (under certain circumstances specified in the shareholder rights agreement) become null and void.
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The preferred share purchase rights may be redeemed in whole, but not in part, at a price of $0.001 per preferred share purchase right
(payable in cash, common stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors only until the earlier of:
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the time at which any person becomes an acquiring person; or
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the expiration date of the shareholder rights agreement.
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Immediately upon the action of the Board of
Directors ordering redemption of the preferred share purchase rights, the preferred share purchase rights will terminate and thereafter the only right of the holders of preferred share purchase rights will be to receive the redemption price.
The shareholder rights agreement requires an independent committee of the Board of Directors to review at least once every three years whether
maintaining the shareholder rights agreement continues to be in the best interests of our stockholders.
The shareholder rights agreement
may be amended by the Board of Directors in its sole discretion at any time prior to the time at which any person becomes an acquiring person. After such time the Board of Directors may, subject to certain limitations set forth in the shareholder
rights agreement, amend the shareholder rights agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that do not adversely affect the interests of preferred share purchase rights
holders (excluding the interests of an acquiring person or its associates or affiliates). In addition, the Board of Directors may at any time prior to the time at which any person becomes an acquiring person, amend the shareholder rights agreement
to lower the threshold at which a person becomes an acquiring person to not less than the greater of:
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the sum of 0.001% and the largest percentage of the outstanding common stock then owned by any person, and
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Until a preferred share purchase right is exercised, the holder will have no rights as a
stockholder of the company (beyond those as an existing stockholder), including the right to vote or to receive dividends. While the distribution of the preferred share purchase rights will not be taxable to stockholders or to the company,
stockholders may, depending upon the circumstances, recognize taxable income in the event that the preferred share purchase rights become exercisable for units, other securities of the company, other consideration or for common stock of an acquiring
company.
The preferred share purchase rights will expire at the close of business on June 23, 2019, unless previously redeemed or
exchanged by the company.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent and
registrars address is 59 Maiden Lane, New York, New York 10038. The transfer agent and registrar for any series of preferred stock that we may offer under this prospectus will be named and described in the prospectus supplement for that
series.
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DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of common stock and/or preferred stock in one or more series. We may issue warrants independently or
together with common stock and/or preferred stock, and the warrants may be attached to or separate from these securities. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms
of any series of warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered under a prospectus supplement may differ from the terms described below.
We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that
we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the terms of the particular series of warrants we are offering before the issuance of the related series of warrants. The following
summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to the particular series of
warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and
the complete warrant agreements and warrant certificates that contain the terms of the warrants.
General
We will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
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the offering price and aggregate number of warrants offered;
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the currency for which the warrants may be purchased;
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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
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if applicable, the date on and after which the warrants and the related securities will be separately transferable;
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the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
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the terms of any rights to redeem or call the warrants;
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any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the dates on which the right to exercise the warrants will commence and expire;
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the manner in which the warrant agreements and warrants may be modified;
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the terms of the securities issuable upon exercise of the warrants; and
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any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such
exercise, including the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any
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Exercise of Warrants
Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set
forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together
with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the
applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent.
Upon
receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the
securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable
prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.
Governing Law
Unless we provide otherwise in the applicable prospectus supplement, the warrants and warrant agreements will be governed by and construed in
accordance with the laws of the State of New York.
Enforceability of Rights by Holders of Warrants
Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of
agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable
warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any
other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
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DESCRIPTION OF UNITS
We may issue, in one more series, units consisting of common stock, preferred stock, and/or warrants for the purchase of common stock and/or
preferred stock in any combination. While the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable
prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below.
We will
file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering,
and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the
unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series of units that we may offer under this prospectus, as well as any
related free writing prospectuses and the complete unit agreement and any supplemental agreements that contain the terms of the units.
General
Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of
a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any
time before a specified date.
We will describe in the applicable prospectus supplement the terms of the series of units being offered,
including:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
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any provisions of the governing unit agreement that differ from those described below in this section; and
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
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The provisions described in this section, as well as those described under Description of Capital Stock and Description of
Warrants will apply to each unit and to any common stock, preferred stock or warrant included in each unit, respectively.
Issuance in
Series
We may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability of Rights by Holders of Units
Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency
or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit,
including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate
legal action its rights as holder under any security included in the unit.
Title
We, and any unit agent and any of their agents, may treat the registered holder of any unit certificate as an absolute owner of the units
evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary.
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LEGAL MATTERS
The validity of the securities being offered by this prospectus will be passed upon by Goodwin Procter LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of Plug Power Inc. and subsidiaries as of December 31, 2010 and 2009, and for each of the years in
the three-year period ended December 31, 2010, and managements assessment of the effectiveness of internal control over financial reporting as of December 31, 2010 have been incorporated by reference herein and in the Registration
Statement in reliance upon the reports of KPMG LLP, independent registered public account firm, incorporated by reference herein, and upon authority of said firm as experts in accounting and auditing.
The audit report covering the December 31, 2010 consolidated financial statements refers to a change in the method of accounting for
revenue arrangements with multiple-deliverables entered into or substantially modified after January
1, 2010.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus is part of a registration statement that we have filed with the SEC. Certain information in the registration statement has
been omitted from this prospectus in accordance with the rules of the SEC. We are a public company and file proxy statements, annual, quarterly and special reports and other information with the SEC. The registration statement, such reports and
other information can be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be
obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of
the SECs home page on the Internet
(www.sec.gov)
.
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose
important information to you by referring you to those documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus, and later information that we
file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below that we have filed with the SEC:
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our Annual Report on Form 10-K for the year ended December 31, 2010, filed on March 31, 2011;
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our Current Report on Form 8-K filed on February 2, 2011; and
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the section entitled Description of Registrants Securities to be Registered contained in our Registration Statement on Form 8-A, filed pursuant to Section 12(b) of the Exchange Act on
June 24, 2009.
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We also incorporate by reference into this prospectus all documents (other than current reports
furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date
of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus until we sell all of the shares covered by this
prospectus or the sale of shares by us pursuant to this prospectus is terminated.
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You may access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and amendments to any of these reports, free of charge on the SECs website. You may also access the documents incorporated by reference on our website at
www.plugpower.com
. Other than the foregoing documents
incorporated by reference, the information contained in, or that can be accessed through, our website is not part of this prospectus.
In
addition, we will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, on written or oral request of such person, a copy of any or all of the documents incorporated by reference in this prospectus
(not including exhibits to such documents, unless such exhibits are specifically incorporated by reference in this prospectus or into such documents). Such requests may be directed to Corporate Secretary, Plug Power Inc., 968 Albany-Shaker Road,
Latham, New York, 12110, or call
(518) 782-7700.
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3,902,440 Shares
Common Stock
PROSPECTUS
SUPPLEMENT
Cowen and Company
March 6, 2014
Grafico Azioni Plug Power (NASDAQ:PLUG)
Storico
Da Lug 2024 a Ago 2024
Grafico Azioni Plug Power (NASDAQ:PLUG)
Storico
Da Ago 2023 a Ago 2024