UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 


 

Date of Report (Date of earliest event reported):  July 24, 2015

 

PLUG POWER INC.

(Exact name of registrant as specified in charter)

 

Delaware

 

1-34392

 

22-3672377

(State or Other
Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

968 Albany Shaker Road, Latham, New York  12110

(Address of Principal Executive Offices)  (Zip Code)

 

(518) 782-7700

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 1.01.   Entry into a Material Definitive Agreement.

 

On July 24, 2015, Plug Power Inc. (the “Company”) and its wholly-owned subsidiary, Hypulsion U.S. Holding, Inc. (“Hypulsion US”) entered into an Share Purchase Agreement (the “Share Purchase Agreement”) with Axane, S.A. (“Axane”), a subsidiary of Air Liquide S.A. (“Air Liquide”).  Pursuant to the Share Purchase Agreement, Hypulsion US will acquire Axane’s 80% equity interest  in HyPulsion S.A.S. (“Hypulsion France”), the parties’ joint venture in France.  Hypulsion France was formed by the Company and Axane to develop and market hydrogen fuel cell systems for the European material handling market.  The Company currently owns 20% of Hypulsion France.  The purchase price for Axane’s 80% interest is $11,475,000, subject to a working capital adjustment, and is payable in shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), based on the closing sale price of the Company’s common stock on the trading day immediately preceding the closing date (“Closing Share Price”).  The Share Purchase Agreement includes customary representations, warranties and covenants for agreements of this type.  The transaction contemplated by the Share Purchase Agreement is subject to the satisfaction of certain customary closing conditions and is expected to close no later than August 2015.

 

The Share Purchase Agreement provides for a post-closing true-up to the extent of any increase or decrease in the price of the Common Stock from the Closing Share Price.  The true-up will be based on the closing sale price of the Common Stock as of a date selected by Axane within the ten-business day period commencing on the date that the resale registration statement described below becomes effective (“True-Up Price”).  Any true-up adjustment payable by Axane will be paid in cash.  Any true-up adjustment payable by Hypulsion US will be paid in additional shares of Common Stock, except that if the True-Up Price is less than $1.50 per share, then the portion of the true-up adjustment attributable to the difference between $1.50 and the True-Up Price will be paid in cash and the balance will be paid in additional shares of Common Stock.

 

In connection with the closing, the Company and Axane will enter into a Registration Rights Agreement pursuant to which the Company will file a registration statement with the Securities and Exchange Commission on the business day following the closing date to register the resale of the shares of Common Stock issued in the transaction.

 

In connection with the closing of the transaction, the parties will terminate the Master and Shareholders’ Agreement dated January 24, 2012 between the Company and Axane under which the parties formed Hypulsion France.

 

A subsidiary of Air Liquide currently holds 5,200 shares of the Company’s Series C Redeemable Convertible Preferred Stock and has a designee on the Company’s Board of Directors.

 

On July 27, 2015, the Company issued a press release announcing the entry into the Share Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

2



 

Item 3.02.  Unregistered Sales of Securities.

 

Upon the closing of the Share Purchase Agreement and upon the true-up adjustment, the Company will issue shares of Common Stock in accordance with the terms of the Share Purchase Agreement.  The shares of Common Stock issued at closing and as part of any true-up adjustment will be issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.  The information regarding the issuance of shares of Common Stock set forth under Item 1.01 is incorporated by reference into this Item 3.02.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

 

Title

 

 

 

99.1

 

Press Release of the Company dated July 27, 2015

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PLUG POWER INC.

 

 

 

 

Date: July 27, 2015

By:

/s/ Andrew Marsh

 

 

Andrew Marsh

 

 

President and Chief Executive Officer

 

4



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

99.1

 

Press Release of the Company dated July 27, 2015

 

5




Exhibit 99.1

 

GRAPHIC

News Release

 

FOR IMMEDIATE RELEASE

 

PLUG POWER ACQUIRES FULL CONTROL OF ‘HYPULSION’ HYDROGEN AND FUEL CELL BUSINESS IN EUROPE FOR $11.47 MILLION

 

Plug Power now poised to convert $20 billion European
electric lift truck market to hydrogen fuel cells

 

LATHAM, NY — July 27, 2015 — Plug Power Inc. (NASDAQ: PLUG), a leader in providing clean, reliable energy solutions has entered into a definitive agreement with Axane, S.A., a subsidiary of Air Liquide S.A. to acquire the remaining 80 percent that it doesn’t own of HyPulsion, its European joint venture, for $11.47 million in Plug Power common stock, subject to certain post-closing adjustments. The transaction is subject to the satisfaction of certain customary closing conditions and is expected to close no later than August 2015.

 

Plug Power and Air Liquide founded HyPulsion in 2012 to jump-start the hydrogen and fuel cell market in Europe. To date the company has achieved key milestones in product development, customer engagement and strong OEM relationships.  The original agreement intended for Plug Power to ultimately assume control of HyPulsion, though this was accelerated given Plug Power’s success in the North American market.

 

Both Plug Power and Air Liquide agree that Plug Power is the right entity to drive growth in commercializing the European hydrogen and fuel cell market. “Plug Power has displayed leadership in building an industry in North America, delivering record growth in revenue, bookings and shipments,” said Xavier Pontone, Managing Director Air Liquide Advanced Business. “We look forward to a continued partnership with Plug Power in the coming years.”

 

Air Liquide remains a critical partner for Plug Power and its growth strategy within Europe. Air Liquide will support HyPulsion as a hydrogen supplier to Plug Power’s material handling customers. Additionally, Air Liquide will retain its seat on Plug Power’s board of directors, a position held since 2012.

 

“A larger stake for Plug Power in Europe follows in line with the strategic path we’ve established to grow to a $500 million revenue company,” said Andy Marsh, CEO of Plug Power. “The appropriate sales and engineering staff are in place, and we will now move bullishly to broaden our presence in the European material handling market. I’d like to thank Air Liquide for its years of partnership and am pleased that our work together will continue as we develop the hydrogen economy in Europe.”

 

Today, Plug Power primarily sells its products into material handling applications, an addressable market that doubles in size when including both North America and Europe. Plug Power has more than 7,000 fuel cell products deployed in North American material handling operations. These fuel cells have accumulated more than 100 million hours of operational time.

 

About Plug Power Inc.

 

The powerhouse in hydrogen fuel cell technology, Plug Power is revolutionizing the industry with cost-effective solutions that increase productivity, lower operating costs and reduce carbon footprint. Its signature solution, GenKey, provides an all-inclusive package for customers, incorporating GenFuel hydrogen and fueling infrastructure, GenCare aftermarket service and either GenDrive or ReliOn fuel cell systems. GenDrive, a lead-acid battery replacement, is used in electric lift trucks in high-throughput material handling applications. With more than 7,000 GenDrive units deployed with material handling customers, GenDrive has been proven reliable with over 100 million hours of runtime. Plug Power

 



 

manufactures tomorrow’s incumbent power solutions today, so customers can POWERAhead. Additional information about the Plug Power brands is available at www.plugpower.com.

 

###

 

Plug Power Inc. Safe Harbor Statement

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve significant risks and uncertainties about Plug Power Inc. (“PLUG”), including but not limited to statements about expansion into and growth in the European hydrogen and fuel cell market and revenue growths. You are cautioned that such statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will have been achieved. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in these statements. In particular, the risks and uncertainties include, among other things, the risk that we continue to incur losses and might never achieve or maintain profitability; the risk that we will need to raise additional capital to fund our operations and such capital may not be available to us; the risk that 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 a loss of one or more of our major customers could result in a material adverse effect on our financial condition; the risk that a sale of a significant number of shares of stock could depress the market price of our common stock; the risk that negative publicity related to our business or stock could result in a negative impact on our stock value and profitability; the risk of potential losses related to any product liability claims or contract disputes; the risk of loss related to an inability to maintain an effective system of internal controls or key personnel; the risks related to use of flammable fuels in our products; 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 risk that our 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 products, including GenDrive, ReliOn and GenKey systems; the volatility of our stock price; 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 successfully expand internationally; our ability to improve system reliability for our GenDrive, ReliOn and GenKey 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; risks associated with potential future acquisitions; and other risks and uncertainties referenced in our public filings with the Securities and Exchange Commission. For additional disclosure regarding these and other risks faced by PLUG, see disclosures contained in PLUG’s public filings with the Securities and Exchange Commission (the “SEC”) including, the “Risk Factors” section of PLUG’s Annual Report on Form 10-K for the year ended December 31, 2014. You should consider these factors in evaluating the forward-looking statements included in this presentation and not place undue reliance on such statements. The forward-looking statements are made as of the date hereof, and PLUG undertakes no obligation to update such statements as a result of new information.

 

Plug Power Media Contact

 

Teal Vivacqua

518.738.0269

media@plugpower.com

 


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