FuelCell Energy Announces Reverse Stock Split
December 03 2015 - 04:15PM
FuelCell Energy, Inc. (Nasdaq:FCEL), a global leader in the
design, manufacture, operation and service of ultra-clean,
efficient and reliable fuel cell power plants, today announced that
a 1-for-12 reverse stock split has become effective, and that
trading of the Company’s common stock on a post-split basis will
begin on Friday, December 4, 2015.
Today, the Company filed a Certificate of Amendment to the
Company's Certificate of Incorporation to effect a reverse stock
split of its common stock at a ratio of 1-for-12 with the Secretary
of State for the State of Delaware. The amendment also
proportionately decreased the number of authorized shares of the
Company's common stock from 475,000,000 to 39,583,333 shares, but
did not change the par value, of the Company's common stock. The
Reverse Stock Split became effective at 4:01 P.M. eastern time
today.
Trading of the Company's common stock on the NASDAQ Global
Market will continue, on a post-split basis, with the opening of
the markets on Friday, December 4, 2015, under new CUSIP number
35952H 502. Shares of the Company's common stock will continue to
trade under the symbol "FCEL."
Immediately following the reverse stock split, there will be
approximately 26.2 million shares, par value $0.0001 per share, of
the Company's common stock issued and outstanding. No
fractional shares will be issued as a result of the reverse stock
split. A holder of record of common stock on the effective date of
the reverse stock split who would otherwise be entitled to a
fraction of a share will instead be entitled to receive a cash
payment for the fractional interest.
The Company's transfer agent, American Stock Transfer &
Trust Company will act as exchange agent for the reverse stock
split.
- Shareholders owning shares via a broker or other nominee will
have their positions automatically adjusted to reflect the reverse
stock split, subject to brokers' particular processes, and will not
be required to take any action in connection with the reverse stock
split.
- Registered shareholders holding pre-split shares of FCEL common
stock electronically in book-entry form are not required to take
any action to receive post-split shares.
- Shareholders of record holding certificates representing
pre-split shares of FCEL common stock as of the effective date will
receive a letter of transmittal from American Stock Transfer &
Trust Company providing instructions for (i) the exchange of shares
and (ii) and how to receive their cash payment in lieu of
fractional shares, if applicable.
At the annual meeting of shareholders on April 2, 2015, the
shareholders approved the 2015 proxy proposal granting authority to
the Board of Directors to effect a reverse split with 80.7 percent
of shares voted supporting the proposal, 18.6 percent voting
against and 0.7 percent abstaining. Additional
information regarding the Company's reverse stock split is
available in the definitive proxy statement filed by the Company
with the U.S. Securities and Exchange Commission (SEC) on February
12, 2015. The definitive proxy statement is available at the
Investors page of the Company website at www.fuelcellenergy.com and
the SEC website.
About FuelCell Energy
Direct FuelCell® power plants are generating ultra-clean,
efficient and reliable power at more than 50 locations
worldwide. With more than 300 megawatts of power generation
capacity installed or in backlog, FuelCell Energy is a global
leader in providing ultra-clean baseload distributed generation to
utilities, industrial operations, universities, municipal water
treatment facilities, government installations and other customers
around the world. The Company’s power plants have generated
more than four billion kilowatt hours of ultra-clean power using a
variety of fuels including renewable biogas from wastewater
treatment and food processing, as well as clean natural
gas. For additional information, please visit
www.fuelcellenergy.com, follow us on Twitter and view our videos on
YouTube.
Direct FuelCell, DFC, DFC/T, DFC-H2 and FuelCell Energy, Inc.
are all registered trademarks of FuelCell Energy, Inc.
DFC-ERG is a registered trademark jointly owned by Enbridge, Inc.
and FuelCell Energy, Inc.
Contact:
FuelCell Energy, Inc.
Kurt Goddard, Vice President Investor Relations
203-830-7494
ir@fce.com
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