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): March 30, 2012
Plug Power Inc.
(Exact name of registrant as specified in its charter)
Delaware |
1-34392 |
22-3672377 |
(State or other jurisdiction |
(Commission File |
(IRS Employer |
of incorporation) |
Number) |
Identification No.) |
968 Albany
Shaker Road, |
12110 |
(Address of principal executive offices) |
(Zip Code) |
Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 30, 2012 Plug Power Inc. (the Company) executed a Second Loan Modification Agreement (the Loan Modification) with Silicon Valley Bank, amending the August 9, 2011 Loan and Security Agreement (the Loan Agreement). The Loan Modification increased the maximum amount available under the Loan Agreement from $7,000,000 to $15,000,000. The remaining terms of the Loan Agreement, as disclosed in the Companys Quarterly Report on 10Q filed on August 11, 2011, remain in full force and effect. A copy of the Loan Modification is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
10.1 Second Loan Modification Agreement dated March 30, 2012, by and between Plug Power Inc. and Silicon Valley Bank.
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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.
Plug Power Inc. |
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Date: April 3, 2012 |
By: /s/ Andrew Marsh |
Name: Andrew Marsh |
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Title: President and Chief Executive Officer |
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SECOND LOAN MODIFICATION AGREEMENT
This Second Loan Modification Agreement (this Loan Modification Agreement) is entered into as of March 30, 2012, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, NY 10017 (Bank) and PLUG POWER INC., a Delaware corporation, with its principal place of business at 968 Albany Shaker Road, Latham, New York 12110 (Borrower).
(i) Notwithstanding any terms in this Agreement to the contrary: (i) the aggregate amount of Advances outstanding hereunder may not exceed Seven Million Dollars ($7,000,000.00); and (ii) the aggregate amount of Advances based on Inventory Placeholder Invoices outstanding at any time may not exceed the Inventory Placeholder Availability Amount.
and inserting in lieu thereof the following:
(i) Notwithstanding any terms in this Agreement to the contrary: (A) the aggregate amount of Advances outstanding hereunder may not exceed (1) prior to the occurrence of the Equity Event, Seven Million Dollars ($7,000,000.00) and (2) upon and after the occurrence of the Equity Event, Fifteen Million Dollars ($15,000,000.00); and (B) the aggregate amount of Advances based on Inventory Placeholder Invoices outstanding at any time may not exceed the Inventory Placeholder Availability Amount.
If this Agreement is terminated (A) by Bank in accordance with clause (ii) in the foregoing sentence, or (B) by Borrower for any reason, Borrower shall pay to Bank a non refundable termination fee in an amount equal to Seventy Thousand Dollars ($70,000.00) (the Early Termination Fee).
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and inserting in lieu thereof the following:
If this Agreement is terminated (A) by Bank in accordance with clause (ii) in the foregoing sentence, or (B) by Borrower for any reason, Borrower shall pay to Bank a non refundable termination fee in an amount equal to One Hundred Fifty Thousand Dollars ($150,000.00) (the Early Termination Fee).
Equity Event means Banks receipt of satisfactory evidence that Borrower has received, after the Second LMA Effective Date, unrestricted net cash proceeds in an amount of at least Ten Million Dollars ($10,000,000.00) from the issuance of new equity securities of Borrower to investors acceptable to Bank.
Second LMA Effective Date is March 30, 2012 [DATE OF THIS LOAN MODIFICATION AGREEMENT TO BE COMPLETED AT CLOSING].
Inventory Placeholder Availability Amount is lesser of (a) Two Million Dollars ($2,000,000.00), (b) twenty five percent (25.0%) of Borrowers Eligible Inventory and (c) thirty percent (30.0%) of the outstanding amount of all Advances.
Maturity Date is 364 days from the Effective Date.
Minimum Finance Charge is Four Thousand Dollars ($4,000.00).
and inserting in lieu thereof the following:
Inventory Placeholder Availability Amount is lesser of (a) (1) prior to the occurrence of the Equity Event, Two Million Dollars ($2,000,000.00) and (2) upon and after the occurrence of the Equity Event, Three Million Dollars ($3,000,000.00), (b) twenty five percent (25.0%) of Borrowers Eligible Inventory and (c) thirty percent (30.0%) of the outstanding amount of all Advances.
Maturity Date is March 29, 2013 [364 DAYS FROM THE DATE OF THIS LOAN MODIFICATION AGREEMENT TO BE COMPLETED AT CLOSING].
Minimum Finance Charge is Six Thousand Dollars ($6,000.00).
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This Loan Modification Agreement is executed as of the date first written above.
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