Item 3.02.
Unregistered Sales of Equity Securities.
See disclosures under Item 1.01 of this Form 8-K.
Item 3.03.
Material Modification to Rights of Security Holders.
In connection with and prior to entering into the Transaction Agreement, on July 20, 2017, the Company and Broadridge Corporate Issuer Solutions, Inc., as rights agent (
Broadridge
), entered into an Amendment No. 8 (the
Amendment
) to Shareholders Rights Agreement, dated as of June 23, 2009 (as amended by Amendment No. 1 to Shareholder Rights Agreement, dated as of May 6, 2011, Amendment No. 2 to Shareholder Rights Agreement, dated March 16, 2012, Amendment No. 3 to Shareholder Rights Agreement, dated March 23, 2012, Amendment No. 4 to Shareholder Rights Agreement dated February 11, 2013, Amendment No. 5 to Shareholder Rights Agreement, dated May 8, 2013, Amendment No. 6 to the Shareholder Rights Agreement dated December 19, 2016 and Amendment No. 7 to the Shareholder Rights Agreement dated April 4, 2017, the
Rights Agreement
), between the Company and Broadridge. The Amendment amends the definition of Acquiring Person to allow Walmart and its affiliates or associates to acquire the Warrant and the Warrant Shares without triggering the rights under the Rights Agreement. If Walmart becomes the beneficial owner of 15% or more of the shares of Common Stock and at such time Walmart is or is deemed to be the beneficial owner of any shares of Common Stock other than by virtue of owning the Warrant and the Warrant Shares (including as a result of any adjustments to any of the terms of the Warrant, including, without limitation, the exercise price of the Warrant or the number of Warrant Shares), as well as any shares of Common Stock acquired by Walmart under certain exceptions in the Transaction Agreement, then Walmart will be deemed an Acquiring Person under the Rights Agreement.
The foregoing summary is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.2 hereto and is incorporated herein by reference.
Item 8.01.
Other Events.
On July 21, 2017, the Company issued a press release with respect to the transactions described above, which is attached hereto as Exhibit 99.1. The Company also intends to hold a conference call with investors with respect to the transactions described above during which it will discuss the materials that are attached as Exhibit 99.2 hereto. The press release attached hereto as Exhibit 99.1 and the investor presentation attached hereto as Exhibit 99.2 are incorporated herein by reference.
Additional Information about the Transactions and Where to Find It
This communication is being made in respect of the transactions between the Company and Walmart, and the related issuance of a Warrant, described herein. The issuance of the Warrant, and the exercise thereof, with respect to Warrant Shares representing more than 19.9% of the Companys Common Stock outstanding as of the date of issuance of such Warrant will be submitted to the Companys stockholders for the Stockholder Approval. The Company intends to file with the SEC a proxy statement for the Stockholder Meeting (the
Proxy Statement
) that will include a proposal relating to the Stockholder Approval. This communication does not constitute a solicitation of any vote or proxy from any of the Companys stockholders. Investors
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are urged to read the Proxy Statement carefully and in its entirety when it becomes available and any other relevant documents or materials filed or to be filed with the SEC or incorporated by reference in the Proxy Statement, because they will contain important information about the transactions between the Company and Walmart, the issuance of the Warrant and the proposal relating to the Stockholder Approval. The Proxy Statement will be mailed to the Companys stockholders. In addition, the Proxy Statement and other documents will be available free of charge at the SECs internet website, www.sec.gov. When available, the Proxy Statement and other pertinent documents may also be obtained free of charge at the Investor Relations section of the Companys website, www.plugpower.com, or by directing a written request to Plug Power Media & Investor Relations, 968 Albany Shaker Road, Latham, New York 12110 or at tel: (518) 738-0269 or email: media@plugpower.com.
The Company and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Companys stockholders in favor of the Stockholder Approval. Information about the Companys directors and executive officers is included in the Companys Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 10, 2017 and in its definitive proxy statement on Schedule 14A filed with the SEC on May 23, 2017. Additional information regarding these persons and their interests in the transactions will be included in the Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Item 9.01. Financial Statements and Exhibits
d) Exhibits.
Exhibit
Number
|
|
Description
|
4.1
|
|
Warrant to Purchase Common Stock, issued July 20, 2017, by and between Plug Power Inc. and Wal-Mart Stores, Inc.
|
4.2
|
|
Amendment No. 8, effective as of July 20, 2017, to Shareholder Rights Agreement by and between Plug Power Inc. and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent
|
10.1
|
|
Transaction Agreement, dated as of July 20, 2017, by and between Plug Power Inc. and Wal-Mart Stores, Inc.
|
99.1
|
|
Plug Power Inc. Press Release dated July 21, 2017
|
99.2
|
|
Investor Presentation
|
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