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): July 1, 2013
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):
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))
Item 8.01. Other Events.
On July 1, 2013, Plug Power Inc. (the Company) issued a press release announcing the results of the Companys 2013 Annual Meeting of Stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and in incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Title |
99.1 |
Press release dated July 1, 2013. |
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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: July 1, 2013 |
By: /s/ Gerard L. Conway, Jr. |
Name: Gerard L. Conway, Jr. |
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Title: General Counsel and Corporate Secretary |
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EXHIBIT INDEX
Exhibit Number |
Title |
99.1 |
Press release dated July 1, 2013. |
4
|
News Release |
FOR IMMEDIATE RELEASE
PLUG POWER ANNOUNCES RESULTS OF ANNUAL MEETING
LATHAM, NY July 1, 2013 Plug Power Inc. (NASDAQ: PLUG) (the Company) today announced the results of its 2013 Annual Meeting of Stockholders (the Annual Meeting), which was originally convened on June 28, 2013 and adjourned until July 1, 2013. Based on the voting results from the Annual Meeting, stockholders re-elected incumbent directors George C. McNamee and Johannes M. Roth, approved an Amendment to the Companys Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Companys Common Stock at a ratio within a range of 1:10 to 1:25 and ratified the selection of KPMG LLP as the Companys independent auditors for 2013. Plug Power will report the specific voting results on a Current Report on Form 8-K.
Plug Power Inc. Safe Harbor Statement
This communication contains statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements contain projections of our future results of operations or of our financial position or state other forward-looking information. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Investors are cautioned not to unduly rely on forward-looking statements because they involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to: the risk that we continue to incur losses and might never achieve or maintain profitability, the risk that we expect we will need to raise additional capital to fund our operations and such capital may not be available to us; the risk that we do not have enough cash to fund our operations to profitability and if we are unable to secure additional capital, we may need to reduce and/or cease our operations; the risk that a "going concern opinion from our auditors, KPMG LLP, could impair our ability to finance its operations through the sale of equity, incurring debt, or other financing alternatives; the recent restructuring plan we adopted may adversely impact managements ability to meet financial reporting requirements; our lack of extensive experience in manufacturing and marketing products may impact our ability to manufacture and market products on a profitable and large-scale commercial basis; the risk that unit orders will not ship, be installed and/or converted to revenue; the risk that pending orders may not convert to purchase orders; the risk that our continued failure to comply with NASDAQs listing standards may result in our common stock being delisted from the NASDAQ stock market, which may severely limit our ability to raise additional capital; the cost and timing of developing, marketing and selling our products and our ability to raise the necessary capital to fund such costs; the ability to achieve the forecasted gross margin on the sale of our products; the actual net cash used for operating expenses may exceed the projected net cash for operating expenses; the cost and availability of fuel and fueling infrastructures for our products; market acceptance of our GenDrive systems; our ability to establish and maintain relationships with third parties with respect to product development, manufacturing, distribution and servicing and the supply of key product components; the cost and availability of components and parts for our products; our ability to develop commercially viable products; our ability to reduce product and manufacturing costs; our ability to successfully expand our product lines; our ability to improve system reliability for our GenDrive systems; competitive factors, such as price competition and competition from other traditional and alternative energy companies; our ability to protect our intellectual property; the cost of complying with current and future federal, state and international governmental regulations; and other risks and uncertainties discussed under Item IARisk Factors in Plug Powers annual report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission (SEC) on April 1, 2013 and as amended on April 30, 2013 and the reports Plug Power filed from time to time with the SEC. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Except as may be required by applicable law, we do not undertake or intend to update any forward-looking statements after the date of this communication.
Contact
For additional information contact:
David Rodewald / Karen Freedman
+1 805-494-9508
The David James Agency | Plug Power
plugpower@davidjamesagency.com