-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KwxE2D53CG+JB6uLBrrzvRsDZrspdqqaXUcH6lRKRerUnu+lIQQKnbCY8OSb4H8O Ux4V+xsX7NiNmLYGJb3/ow== 0001193125-03-008891.txt : 20030609 0001193125-03-008891.hdr.sgml : 20030609 20030609154016 ACCESSION NUMBER: 0001193125-03-008891 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030325 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLUG POWER INC CENTRAL INDEX KEY: 0001093691 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 223672377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27527 FILM NUMBER: 03737490 BUSINESS ADDRESS: STREET 1: 968 ALBANY-SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 BUSINESS PHONE: 5187827700 MAIL ADDRESS: STREET 1: 968 ALBANY-SHAKER ROAD CITY: LATHAM STATE: NY ZIP: 12110 8-K/A 1 d8ka.htm FORM 8-K/A FORM 8-K/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

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 25, 2003

 

 

PLUG POWER INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

  

0-27527

  

22-3672377

(State or Other Jurisdiction of Incorporation)

  

(Commission File Number)

  

(I.R.S. Employer 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)

 

Plug Power Inc. (“Plug Power”) hereby amends its Current Report on Form 8-K, dated March 27, 2003, in order to file the financial statements and the pro forma financial information required by Item 7 of Form 8-K.

 

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

 

  (a)   Financial Statements of the Business Acquired.

 

The financial statements of H Power Corp. required to be filed as part of this report on Form 8-K as required by Rule 3.05 of Regulation S-X are included in Exhibit 99.2 attached hereto and incorporated by reference.

 

  (b)   Pro Forma Financial Information.

 

The pro forma financial information required to be filed as part of this report Form 8-K as required by Article 11 of Regulation S-X is included in Exhibit 99.3 attached hereto and incorporated by reference.

 

  (c)   Exhibits.

 

    *2.1   Agreement and Plan of Merger, dated as of November 11, 2002, by and among Plug Power, H Power and Monmouth Acquisition Corp

 

    *2.2   First Amendment to Agreement and Plan of Merger, dated as of November 26, 2002, by and among Plug Power, H Power and Monmouth Acquisition Corp.

 

    23.1   Consent of PricewaterhouseCoopers LLP

 

  *99.1   Press Release dated March 25, 2003

 

    99.2   The consolidated balance sheets of H Power Corp. as of May 31, 2002 and 2001, and its results of operations and cash flows for each of the three years in the period ended May 31, 2002, are incorporated by reference to Plug Power’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (No. 333-101567).

 

    99.3   The Unaudited Pro Forma Condensed Combined Financial Information of Plug Power Inc. and H Power Corp. is incorporated by reference to Plug Power’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (No. 333-101567).
  *   Previously filed.

 

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: June 9, 2003

      

PLUG POWER INC.

           

By:

  

/s/    DAVID A. NEUMANN        

               

David A. Neumann

Chief Financial Officer

 

 

Exhibit Index

 

Exhibit No.
  

Description

  *2.1   Agreement and Plan of Merger, dated as of November 11, 2002, by and among Plug Power, H Power and Monmouth Acquisition Corp
  *2.2   First Amendment to Agreement and Plan of Merger, dated as of November 26, 2002, by and among Plug Power, H Power and Monmouth Acquisition Corp.
  23.1   Consent of PricewaterhouseCoopers LLP
*99.1   Press Release dated March 25, 2003.
  99.2   The consolidated balance sheets of H Power Corp. as of May 31, 2002 and 2001, and its results of operations and cash flows for each of the three years in the period ended May 31, 2002. (incorporated by reference to Plug Power’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (No. 333-101567)).
  99.3   The Unaudited Pro Forma Condensed Combined Financial Information of Plug Power Inc. and H Power Corp. (incorporated by reference to Plug Power’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (No. 333-101567)).

*Previously filed.

EX-23.1 3 dex231.htm CONSENT OF PROCEWATERHOUSECOOPERS LLP CONSENT OF PROCEWATERHOUSECOOPERS LLP

Exhibit 23.1

 

CONSENT OF INDEPENDENT ACCOUNTANTS

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-90275, No. 333-90277 and No. 333-72734) of Plug Power Inc. of our report dated July 31, 2002, relating to the consolidated financial statements and financial statement schedules of H Power Corp., which appears in Plug Power’s Registration Statement on Form S-4 (No. 333-101567) filed with the Securities and Exchange Commission on February 12, 2003.

 

/s/  PricewaterhouseCoopers LLP

 

Florham Park, New Jersey

June 9, 2003

-----END PRIVACY-ENHANCED MESSAGE-----