As filed with the Securities and Exchange Commission on
September 29, 2020
Registration No.
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FUELCELL ENERGY,
INC.
(Exact name of registrant as specified
in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization)
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06-0853042
(I.R.S. Employer Identification No.)
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3 Great Pasture Road
Danbury, Connecticut 06810
(203) 825-6000
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive offices)
_____________________________________
Jason Few
President and Chief Executive Officer
FuelCell Energy, Inc.
3 Great Pasture Road
Danbury, Connecticut 06810
(203) 825-6000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
with copies to:
Paul D. Broude, Esq.
Megan A. Odroniec, Esq.
Foley & Lardner LLP
111 Huntington Avenue
Boston, Massachusetts 02199
Telephone: (617) 342-4000 |
Jennifer D. Arasimowicz, Esq.
Executive Vice President, General Counsel and
Corporate Secretary
FuelCell Energy, Inc.
3 Great Pasture Road
Danbury, Connecticut 06810
Telephone: (203) 825-6000 |
_____________________________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of this
registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ¨
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. ¨
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
x 333-226792
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
¨
If this Form is a
registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ¨
If this Form is a
post-effective amendment to a registration statement filed pursuant
to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under
the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act. ¨
| Large accelerated filer ¨ |
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Accelerated filer ¨ |
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Non-accelerated filer x |
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Smaller reporting company x
Emerging growth company ¨
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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 7(a)(2)(B) of the
Securities Act. ¨
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Proposed Maximum
Aggregate Offering
Price (1) |
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Amount of
Registration Fee (2) |
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| Common stock, par value $0.0001 per
share |
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$17,535,048 |
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$2,276.05 |
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(1) |
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Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(o) under the
Securities Act of 1933, as amended (the “Securities Act”). FuelCell
Energy, Inc. previously registered an aggregate principal amount of
$200,000,000 of the Company’s securities on the Registration
Statement on Form S-3 (Registration No. 333-226792), as amended
(the “Related Registration Statement”), and paid a fee of $24,900.
As of the date hereof, a balance of $87,675,243 of such securities
remains to be sold under the Related Registration Statement. In
accordance with Rule 462(b) under the Securities Act, an additional
amount of securities having a proposed maximum aggregate offering
price of $17,535,048 is hereby registered, representing no more
than 20% of the maximum aggregate offering price of the remaining
securities eligible to be sold under the Related Registration
Statement. |
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(2) |
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Calculated pursuant to Rule 457(o) based on an
estimate of the proposed maximum aggregate offering
price. |
This
Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b)
under the Securities Act.
EXPLANATORY NOTE AND
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
FuelCell Energy, Inc. (the “Company”) is filing this registration
statement with the Securities and Exchange Commission (the “SEC”)
pursuant to Rule 462(b) and General Instruction IV of Form S-3,
both promulgated under the Securities Act of 1933, as amended (the
“Securities Act”). This registration statement relates to the
public offering of securities contemplated by the registration
statement on Form S-3 (File No. 333-226792), which
was originally filed with the SEC on August 10, 2018 and declared
effective on August 21, 2018 (the “Registration Statement”).
The Company is filing this registration statement for the purpose
of registering additional securities of the Company with an
aggregate offering price not to exceed $17,535,048. Pursuant to
Rule 462(b) of the Securities Act, the information set forth in the
Registration Statement, including all exhibits thereto and all
information incorporated by reference therein, is incorporated by
reference in this registration statement.
The required opinions and consents are listed on the exhibit index
and filed with this registration statement.
EXHIBIT INDEX
*Included on the signature page of FuelCell Energy, Inc.’s
Registration Statement on Form S-3 (File No. 333-226792) originally
filed August 10, 2018 and incorporated by reference herein.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Danbury,
Connecticut, on this 29th day
of September 2020.
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FUELCELL ENERGY, INC. |
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By: |
/s/ Michael S. Bishop |
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Michael S. Bishop |
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Executive Vice President, Chief Financial and
Treasurer |
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Jason Few
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President, Chief Executive Officer,
Chief Commercial Officer and Director |
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September 29, 2020 |
| Jason Few |
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(Principal Executive
Officer) |
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/s/ Michael S. Bishop |
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Executive Vice President, Chief
Financial Officer and Treasurer |
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September 29, 2020
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| Michael S. Bishop |
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(Principal Financial Officer
and Principal Accounting Officer) |
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* |
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Director – Chairman of the Board |
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September 29, 2020 |
| James H. England |
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* |
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Director |
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September 29, 2020 |
| Matthew F. Hilzinger |
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* |
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Director |
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September 29, 2020 |
| Natica von Althann |
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| /s/ Chris Groobey |
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Director |
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September 29, 2020 |
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Chris Groobey |
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| *By: |
/s/ Michael S. Bishop |
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Michael S. Bishop |
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Attorney-in-Fact |
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