Current Report Filing (8-k)
November 18 2020 - 04:18PM
Edgar (US Regulatory)
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2020-11-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
November 16, 2020
Plug Power Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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1-34392 |
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22-3672377 |
(State or other
jurisdiction |
|
(Commission
File |
|
(IRS
Employer |
of
incorporation) |
|
Number) |
|
Identification
No.) |
968 Albany Shaker Road,
Latham,
New York |
|
12110 |
(Address of principal
executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (518)
782-7700
N/A
(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 (see
General Instruction A.2. below):
¨ Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which
registered |
Common Stock, par value $0.01 per share |
|
PLUG |
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The
Nasdaq Capital Market |
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 1.01 Entry Into a Material Definitive Agreement.
On November 16,
2020, Plug Power Inc. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Morgan Stanley &
Co. LLC, as representative of the several underwriters named in
Schedule I thereto (the “Underwriters”), pursuant to which the
Company agreed to issue and sell 38,000,000 shares of its common
stock, par value $0.01 per share (the “Common Stock”),
at a public
offering price of $22.25 per share (the “Offering”). Under
the terms of the Underwriting Agreement, the Company granted the
Underwriters a 30-day option to purchase up to an additional
5,700,000 shares of Common Stock at the public offering price, less
the underwriting discount.
The
Company estimates that the net proceeds from the Offering, after
deducting the underwriting discount and estimated offering expenses
payable by the Company, will be approximately $806.2 million (or
approximately $927.2 million if the Underwriters exercise
their option to purchase additional shares of Common Stock in
full). The Company intends to use the net proceeds from the
offering for working capital and other general corporate purposes,
which may include capital expenditures, potential acquisitions,
growth opportunities and strategic transactions.
The Offering is expected to close on or about November 19, 2020,
subject to customary closing conditions. The Offering was made
pursuant to the Company’s effective registration statement on Form
S-3 (Registration Statement No. 333-235328), filed with the
Securities and Exchange Commission on December 2, 2019, including
the prospectus contained therein, and a prospectus supplement filed
with the Securities and Exchange Commission.
The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company, customary
conditions to closing and indemnification obligations of the
Company and the Underwriters, including for liabilities under the
Securities Act of 1933, as amended. The representations,
warranties, covenants and agreements contained in the Underwriting
Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to such
agreement and may be subject to limitations agreed upon by the
contracting parties.
The foregoing is a summary description of the Underwriting
Agreement and is qualified in its entirety by the text of the
Underwriting Agreement attached as Exhibit 1.1 to this Current
Report on Form 8-K and incorporated herein by reference.
In connection with the filing of the Underwriting Agreement, the
Company is filing as Exhibit 5.1 hereto an opinion of its counsel,
Goodwin Procter LLP, regarding the legality of the shares issued in
the Offering.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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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Plug Power
Inc. |
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|
|
Date:
November 18, 2020 |
By: |
/s/ Paul
Middleton |
|
|
Name:
Paul Middleton |
|
|
Title:
Chief Financial Officer |
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