S-8 1 ds8.txt FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 2001 Registration Statement No. 333-________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ PLUG POWER INC. (Exact name of registrant as specified in its charter) DELAWARE 22-3672377 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 968 ALBANY-SHAKER ROAD LATHAM, NY 12110 (518) 782-7700 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 1999 STOCK OPTION AND INCENTIVE PLAN (Full title of the Plan) ____________________ ROGER SAILLANT Chief Executive Officer Plug Power Inc. 968 ALBANY-SHAKER ROAD LATHAM, NY 12110 (518) 782-7700 (Name, Address and Telephone Number Including Area Code, of Agent for Service) ____________________ With a copy to: ROBERT P. WHALEN, JR., P.C. Goodwin Procter LLP Exchange Place Boston, Massachusetts 02109-2881 (617) 570-1000 ____________________ CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of Registered Registered (1) per Share (2) Price(2)(3) Registration Fee ----------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 3,637,439 $7.87 $28,626,644.93 $7,156.66 -----------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also relates to such indeterminate number of additional shares of Plug Power Inc. Common Stock as may be required pursuant the 1999 Stock Option and Incentive Plan in the event of a stock dividend, reverse stock split, split-up, recapitalization, forfeiture of stock under the plan or other similar event. (2) Determined pursuant to Rule 457(h) under the under the Securities Act of 1933, as amended (the "Securities Act"). (3) This estimate is made pursuant to Rule 457(c) and (h) of the Securities Act solely for the purposes of determining the amount of the registration fee. Registration of Additional Securities This registration statement on Form S-8 is being filed by Plug Power Inc. for the purpose of registering an additional 3,637,439 shares of common stock, par value $0.01, to be issued pursuant the Plug Power Inc. 1999 Stock Option and Incentive Plan, as amended. The contents of Plug Power's registration statement on Form S-8 (No. 333-90277) relating to the 1999 Stock Option and Incentive Plan, filed on November 4, 1999, are incorporated by reference into this registration statement in accordance with General Instruction E to Form S-8. Item 8. Exhibits. -------- The following is a complete list of exhibits filed as part of this Registration Statement. Exhibits -------- 4.1 Plug Power Inc. 1999 Stock Option and Incentive Plan (incorporated by reference to Exhibit 4.4 to the registrant's registration statement on Form S-8 (No. 333-90277) filed on November 4, 1999). 4.2 Amendment to 1999 Stock Option and Incentive Plan. 5.1 Opinion of Goodwin Procter LLP as to the legality of the securities being registered. 23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1 Powers of Attorney (included on signature pages to this Registration Statement). SIGNATURES Pursuant to the requirements of the Securities Act, Plug Power Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Latham, New York on this 26th day of October, 2001. Plug Power Inc. By: /s/ Roger Saillant ---------------------- Date: October 26, 2001 Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Roger Saillant and Ana-Maria Galeano such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE ---------------------------- ------------------------------------ -------------------------- /s/ Roger Saillant President, Chief Executive Officer October 26, 2001 ---------------------------- (Principal Executive Officer) and Roger Saillant Director /s/ W. Mark Schmitz Vice President and Chief Financial October 25, 2001 ---------------------------- Officer (Principal Financial W. Mark Schmitz Officer) /s/ David A. Neumann Corporate Controller (Principal October 26, 2001 ---------------------------- Accounting Officer) David A. Neumann /s/ Anthony F. Earley, Jr. Director October 26, 2001 ---------------------------- Anthony F. Earley, Jr.
S-1
SIGNATURE TITLE DATE ---------------------------- ------------------------------------ -------------------------- /s/ Larry G. Garberding Director October 22, 2001 ---------------------------- Larry G. Garberding /s/ Douglas T. Hickey Director October 26, 2001 ---------------------------- Douglas T. Hickey /s/ George C. McNamee Director October 26, 2001 ---------------------------- George C. McNamee /s/ Dr. Walter L. Robb Director October 23, 2001 ---------------------------- Dr. Walter L. Robb /s/ John G. Rice Director October 23, 2001 ---------------------------- John G. Rice /s/ John M. Shalikashvili Director October 20, 2001 ---------------------------- John M. Shalikashvili /s/ Anastasia M. Song Director October 26, 2001 ---------------------------- Anastasia M. Song
S-2 EXHIBIT INDEX Exhibit No. Description ----------- --------------------------------------------------------------- 4.1 Amendment to 1999 Stock Option and Incentive Plan (incorporated by reference to Exhibit 4.4 to the registrant's registration statement on Form S-8 (No. 333-90277) filed on November 4, 1999). 4.2 Amendment to 1999 Stock Option and Incentive Plan. 5.1 Opinion of Goodwin Procter LLP as to the legality of the securities being registered. 23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1 Powers of Attorney (included on signature pages to this Registration Statement).