8-K

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): June 10, 2008

PLUG POWER INC.

(Exact name of registrant as specified in charter)

Delaware	0-27527	22-3672377
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

968 Albany Shaker Road, Latham, New York 12110
(Address of Principal Executive Offices) (Zip Code)

(518) 782-7700
(Registrant's telephone number, including area code)

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 2.05 Costs Associated with Exit or Disposal Activities

On June 10, 2008, Plug Power Inc. (the "Company") adopted a restructuring plan to better align the Company's resources with its strategic business objective of becoming a market and sales driven organization. As part of this plan, on June 11, 2008 the Company implemented a reduction in workforce by eliminating approximately 80 positions, leaving the Company with approximately 300 employees. The workforce reduction was substantially completed on June 11, 2008. The reduction in force focuses primarily on streamlining general and administrative expenses, and sizing the organization at a level appropriate for expected short-term revenue targets.

The Company currently estimates that it will incur non-recurring pre-tax restructuring charges resulting from the restructuring of approximately $6.4 million. The restructuring costs include approximately $4.5 million for severance pay expenses and related cash expenditures, approximately $1.4 million related to the termination of the Company's lease for a building in Richmond, British Columbia and approximately $0.5 million in required payments under the Company's Technical Support Services Agreement with GE Microgen, Inc., GE Energy Co. and GE Fuel Cell Systems, LLC, all affiliates and/or subsidiaries of General Electric Company. The Company expects to pay approximately $4.9 million of the foregoing charges by the end of 2008 with the remainder to be paid over the following three years.

On June 11, 2008 the Company issued a press release announcing the restructuring plan. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On June 11, 2008, Thomas M. Hutchinson informed the Board of Directors that he was retiring as Vice President of Engineering of the Company effective as of the close of business on August 15, 2008. Under the terms of his Executive Employment Agreement with the Company, his retirement qualifies as a termination for "Good Reason" and therefore Mr. Hutchinson will receive a severance payment equal to his annual base salary of $254,000, his health, dental, vision and life insurance coverage will continue for twelve months and the vesting of the 77,973 shares of restricted stock granted to him on June 5, 2006 will be accelerated such that they will be fully vested. In consideration of the severance payment and benefits set forth above,Mr. Hutchinson agrees to sign a general release of claims against the Company.

On June 11, 2008, Allan Greenberg's employment as Vice President of Sales of the Company was terminated effective as of the close of business on June 13, 2008. Under the terms of his Executive Employment Agreement with the Company, upon his termination Mr. Greenberg will receive a severance payment equal to his annual base salary of $250,000 and his health, dental, vision and life insurance coverage will continue for twelve months. In consideration of the payment and benefits set forth above,Mr. Greenberg agrees to sign a general release of claims against the Company.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding the amount and timing of the restructuring charges, cost savings and reduced cash burn expected to result from the restructuring. 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, including, without limitation, the risk that the restructuring results in greater restructuring charges or less cost savings; the risk that the FCC does not adopt rules regarding back up power requirements; the risk that unit orders will not ship, be installed and/or convert to revenue, in whole or in part; our ability to develop commercially viable energy products; the cost an d timing of developing our energy products; market acceptance of our energy products; our ability to manufacture energy products on a large-scale commercial basis; competitive factors, such as price competition and competition from other traditional and alternative energy companies; the cost and availability of components and parts for our energy products; our ability to establish relationships with third parties with respect to product development, manufacturing, distribution and servicing and the supply of key product components; our ability to lower the cost of our energy products and demonstrate their reliability; and other risks and uncertainties discussed under "Item IA-Risk Factors" in our annual report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities and Exchange Commission ("SEC") on March 17, 2008, and the reports we file from time to time with the SEC. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Title
99.1	Press Release of Plug Power Inc. dated June 11, 2008

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.

PLUG POWER INC.

Date: June 16, 2008 By: /s/ Andrew Marsh

Andrew Marsh

Chief Executive Officer

EX-99.1

News Release

FOR IMMEDIATE RELEASE

PLUG POWER RESTRUCTURING THE ORGANIZATION

TO FOCUS ON SALES AND MARKETING

• Cost cutting measures support goals for market adoption and long-term profitability
• Changes will reduce cash burn by the end of Q4 2008

LATHAM, NY- June 11, 2008 - Plug Power Inc. (NASDAQ: PLUG), a leader in providing clean, reliable energy solutions, today announced that it is taking immediate steps to become a market and sales driven organization.

As part of a restructuring plan approved by the board of directors, the Company is reducing its workforce of 380 by approximately 80 positions. The majority of the positions eliminated were located at the corporate headquarters. The reduction in force focuses primarily on streamlining general and administrative expenses, and sizing the organization to drive short-term revenue targets. Concurrently, Plug Power will continue to invest in long-term opportunities in the continuous power business. Accordingly, the reduction in cash consumption is expected to extend Plug Power's funding by an incremental 12 to18 months, providing valuable time in which to build and demonstrate substantial market traction.

Severance packages will be offered to the separated employees. The Company expects to recognize a substantial majority of the restructuring charges by the end of 2008. Further details on the amount and breakdown of the charges associated with the restructuring will be provided in an 8-K filing with the SEC the week of June 16, 2008. By implementing this cost savings initiative immediately, Plug Power believes it is taking actions needed to best position itself for long-term growth and future profitability.

Following the integration of the GenDrive™ motive power business, the Company has experienced significant customer interest in its GenDrive fuel cell power units. Commercial field demonstrations by major material handling operations continue to prove the value propositions of lower operating costs, greater productivity, more usable commercial space and the elimination of the handling and storing of toxic chemicals. Therefore, Plug Power will make material handling market development efforts a priority by expanding the GenDrive product portfolio and strengthening the sales team.

The Company will continue to offer reliable products for backup power and will be completing its full product portfolio to meet customer requirements. Plug Power will focus any future investment in this business on expanding the sales and marketing channel.

Commenting on the cost-cutting measures, Andy Marsh, president and CEO, stated, "We are structuring Plug Power for long-term success, moving from an engineering and technology company to one focused on sales and marketing of our products. The decisions and actions we are taking today will build on our core strengths and leadership in fuel cell technology to help create a profitable organization. This strategy aligns with our vision for the future. I am committed to leading this Company towards market acceptance, sales and profitability for the industry, employees and investors."

"In human terms, the reduction is difficult because it affects so many of our dedicated and talented co-workers. While not easy, this is necessary for Plug Power to become a long-term and viable business. The board and I are grateful for the excellent work performed by everyone at the Company over the last 10 years," concluded Marsh.

About Plug Power Inc.

Plug Power Inc. (NASDAQ: PLUG), an established leader in the development and deployment of clean, reliable energy solutions, integrates fuel cell technology into motive, continuous and backup power products. The Company is actively engaged with private and public customers in targeted markets throughout the world. For more information about how to join Plug Power's energy revolution as an investor, customer, supplier or strategic partner, please visit www.plugpower.com.

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Safe Harbor Statement

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,including but not limited to statements regarding the amount and timing of the restructuring charges, cost savings and reduced cash burn expected to result from the restructuring as well as comments regarding future profitability. 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, including, without limitation, the risk that the restructuring results in greater restructuring charges or less cost savings; the risk that the FCC does not adopt rules regarding back up power requirements; the risk that unit orders will not ship, be installed and/or convert to revenue, in whole or in part; Plug Power's ability to develop commercially viable on-site energy products; the cost and timing of developing Plug Power's on-site energy products; market acceptance of Plug Power's on-site energy products; Plug Power's ability to manufacture on-site energy products on a large-scale commercial basis; competitive factors, such as price competition and competition from other traditional and alternative energy companies; the cost and availability of components and parts for Plug Power's on-site energy products; Plug Power's ability to establish relationships with third parties with respect to product development, manufacturing, distribution and servicing and the supply of key product components; Plug Power's ability to protect its Intellectual Property; Plug Power's ability to lower the cost of its on-site energy products and demonstrate their reliability; the cost of complying with current and future governmental regulations; the impact of deregulation and restructuring of the electric utility industry on de mand for Plug Power's on-site energy products; and other risks and uncertainties discussed under "Item IA-Risk Factors" in Plug Power's annual report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities and Exchange Commission ("SEC") on March 17, 2008, and the reports Plug Power files from time to time with the SEC. Plug Power does not intend to and undertakes no duty to update the information contained in this communication.

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