Current Report Filing (8-k)
September 10 2020 - 7:36AM
Edgar (US Regulatory)
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2020-09-10
2020-09-10
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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): September 10, 2020
FUELCELL ENERGY, INC.
(Exact Name of Registrant as Specified
in its Charter)
Delaware
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1-14204
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06-0853042
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(State or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3 Great Pasture Road
Danbury, Connecticut
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06810
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone
number, including area code: (203) 825-6000
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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FCEL
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The Nasdaq Stock Market LLC
(Nasdaq Global Market)
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02.
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Results of Operations and Financial Condition.
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On September 10, 2020, FuelCell Energy,
Inc. (the “Company”) issued a press release announcing its financial results and providing a business update as of
and for the three and nine months ended July 31, 2020. A copy of this press release is furnished with this report as
Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item
2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will
not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
Item 7.01.
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Regulation FD Disclosure.
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A copy of the investor presentation slides
that will be used by the Company during its September 10, 2020 earnings call is furnished with this report as Exhibit 99.2.
The information furnished in this Item
7.01, including Exhibit 99.2, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under
the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
By filing this Current Report on Form 8-K and
furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report
that is required to be disclosed solely by reason of Regulation FD. The information contained in the investor presentation
furnished as Exhibit 99.2 is summary information that is intended to be considered in the context of the Company’s Securities
and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release
or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained
in this presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports
or documents with the SEC, through press releases or through other public disclosure.
Item 9.01.
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Financial Statements and Exhibits.
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(d) The following exhibits are being furnished herewith:
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.
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FUELCELL ENERGY, INC.
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Date: September 10, 2020
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By:
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/s/
Michael S. Bishop
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Michael S. Bishop
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Executive Vice President and Chief Financial Officer
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