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 11, 2002
PLUG POWER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-27527 22-3672377
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
968 Albany-Shaker Road, Latham, New York 12110
(Address of Principal Executive Offices and Zip Code)
(518) 782-7700
(Registrant's telephone number, including area code)
This Current Report on Form 8-K contains statements about Plug Power Inc.
(the "Company"), H Power Corp. ("H Power") and the proposed acquisition of H
Power by the Company that are not historical facts and are considered
forward-looking within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements are based upon current expectations, forecasts and
assumptions that are subject to risks, uncertainties and other factors that
could cause actual outcomes and results to differ materially from those
indicated by these forward-looking statements. These risks, uncertainties and
other factors include, but are not limited to: the satisfaction of the
conditions to closing, including receipt of shareholder and regulatory
approvals; the expected closing date of the transaction; the risk that the
transaction will not close; the risk that the Company will not integrate and
restructure the acquired business successfully; the risk that the Company will
incur unanticipated costs to integrate and restructure the acquired business;
the risk that H Power will require more cash than anticipated prior to closing;
fluctuation in the trading price and volume of the Company's common stock; the
risk that continuity of H Power operations will be disrupted in the event the
transaction does not close; the Company's ability to develop a commercially
viable fuel cell system; the cost and time required for the Company to develop
fuel cell systems; market acceptance of the Company's fuel cell systems; the
Company's reliance on its relationship with certain affiliates of General
Electric; the Company's ability to perform on its multi-generation product plan
in a manner satisfactory to GEFCS and DTE; the Company's ability to manufacture
fuel cell systems on a commercial basis; competitive factors, such as price
competition, competition from other power technologies and competition from
other fuel cell companies; the cost and availability of components and parts for
the Company's fuel cell systems; the ability to raise and provide the necessary
capital to develop, manufacture and market the Company's fuel cell systems; the
Company's ability to lower the cost of its fuel cell systems and demonstrate
their reliability; the cost of complying with current and future governmental
regulations; and other risks and uncertainties discussed under the heading "Risk
Factors" in the Company's annual report on Form 10-K for the fiscal year ended
December 31, 2001 and under the heading "Risk Factors" in H Power's annual
report on Form 10-K for the fiscal year ended May 31, 2001, as well as the
reports the Company files from time to time with the Securities and Exchange
Commission ("SEC"). Except as required by the Federal securities laws, the
Company undertakes no duty to update or revise publicly any forward-looking
statements.
The Company will be filing relevant documents in connection with the
transaction with the SEC, including a registration statement on Form S-4
containing a joint proxy statement/prospectus. The Company expects to mail the
joint proxy statement/prospectus to their respective shareholders in connection
with the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ
THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain these documents free of charge at the SEC's website, (http://www.sec.gov)
after they are filed.
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ITEM 5. OTHER EVENTS
On November 12, 2002, the Company announced that it had signed into an
Agreement and Plan of Merger (the "Merger Agreement") with Monmouth Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of the Company
("MergerCo") and H Power pursuant to which, H Power will be merged with and into
MergerCo (the "Merger"). Under the terms of the Merger Agreement, the Company
will acquire H Power in a stock-for-stock exchange valued at approximately $50.7
million. The exchange ratio is initially set at approximately eight-tenths of a
share of the Company for each H Power share. Based on this initial exchange
ratio, H Power shareholders would receive shares of common stock of the Company
equaling approximately $4.70 per share for each H Power share. The initial
exchange ratio will vary within upper and lower bounds of 10% in the event that
the value of Company common stock during a defined pre-closing period varies by
more than 10% from $5.88 per share. In addition, the value to be paid will vary
depending on the amount of H Power's cash, assets and liabilities at the closing
date. The Merger is subject to customary closing conditions and regulatory
approvals, as well as the approval of the stockholders of the Company and H
Power.
The Company also entered into voting agreements with H. Frank Gibbard, the
Chief Executive Officer of H Power, Arthur Kaufman, the Chief Technology Officer
of H Power, and ECO Fuel Cells, LLC ("ECO"). Pursuant to the voting agreements,
such stockholders have agreed to vote their H Power shares in favor of the
Merger. In addition, the voting agreements contain provisions regarding
restrictions on selling or otherwise disposing of Company common stock received
by such stockholders in the Merger. The voting agreement with ECO, however, does
not contain such restrictions.
A copy of the Merger Agreement and the form of voting agreement are
attached to this Current Report on Form 8-K as Exhibit 2.1 and 99.1,
respectively, and are incorporated herein by reference. A copy of the joint
press release of the Company and H Power, dated November 12, 2002, issued in
connection with the execution of the Merger Agreement is also filed as an
exhibit hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
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(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of November 11, 2002, by
and among Plug Power Inc., Monmouth Acquisition Corp. and H Power
Corp. (1)
99.1 Form of Voting Agreement by and between Plug Power Inc. and
certain stockholders of H Power Corp.
99.2 Joint Press Release of Plug Power Inc. and H Power Corp., dated
November 12, 2002.
(1) The exhibits and schedules to the Merger Agreement have been omitted
from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will
furnish copies of any of the exhibits and schedules to the Securities and
Exchange Commission upon request.
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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.
Dated: November 13, 2002 PLUG POWER INC.
By: /s/ W. Mark Schmitz
--------------------------
W. Mark Schmitz
Chief Financial Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of November 11, 2002, by and
among Plug Power Inc., Monmouth Acquisition Corp. and H Power Corp.
(1)
99.1 Form of Voting Agreement by and between Plug Power Inc. and certain
stockholders of H Power Corp.
99.2 Joint Press Release of Plug Power Inc. and H Power Corp., dated
November 12, 2002.
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(1) The exhibits and schedules to the Merger Agreement have been omitted from
this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will
furnish copies of any of the exhibits and schedules to the Securities and
Exchange Commission upon request.
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