Current Report Filing (8-k)
November 18 2020 - 4:18PM
Edgar (US Regulatory)
0001093691
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0001093691
2020-11-16
2020-11-16
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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
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(State or other jurisdiction
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(Commission File
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(IRS Employer
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of incorporation)
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Number)
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Identification No.)
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968 Albany Shaker Road,
Latham, New York
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12110
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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: (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
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.01 per share
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PLUG
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The Nasdaq Capital 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 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
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By:
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/s/ Paul Middleton
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Name: Paul Middleton
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Title: Chief Financial Officer
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