8-K

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):

November 13, 2003

PLUG POWER INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-27527	22-3672377
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	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)

Item 5.    Other Events and Required FD Disclosure.

On November 13, 2003, Plug Power Inc. (the “Company”) issued a press release announcing that it had consummated its public offering of an aggregate of 11,700,000 shares of the Company’s common stock at a purchase price of $5.00 per share (the “Shares”) to certain investors for aggregate gross proceeds of $58,500,000, before placement fees and offering expenses. Citigroup Global Markets Inc. and Stephens Inc. acted as co-placement agents in connection with the sale of the Shares. The Shares are covered by the Company’s Registration Statement on Form S-3 (File No. 333-109737) and were sold to the several purchasers named in, and pursuant to, the purchase agreement, dated as of November 10, 2003, by and among the Company and the purchasers named therein. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

Exhibit Number		Description
99.1	*	Press Release of Plug Power Inc. dated November 13, 2003.

* Filed herewith.

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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: November 13, 2003

PLUG POWER INC.

By:  /s/ David A. Neumann                

        David A. Neumann

        Chief Financial Officer

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EXHIBIT INDEX

99.1*    Press Release of Plug Power Inc. dated November 13, 2003.

* Filed herewith.

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EX-99.1

Exhibit 99.1

PLUG POWER COMPLETES $58.5 MILLION COMMON STOCK OFFERING

LATHAM, N.Y. – November 13, 2003 — Plug Power Inc. (NASDAQ: PLUG) announced today that it has sold 11,700,000 shares of its common stock at $5.00 per share for aggregate proceeds of $58.5 million, before placement fees and other offering expenses. The proceeds of the financing will be used to fund general corporate purposes, including: research and product development, manufacturing, market development, capital expenditures and working capital.

“This offering was important to our future in that it strengthened our balance sheet. If market adoption of our products is as strong as we have planned, then we believe that we now have enough cash on hand to fund Plug Power to cash flow breakeven,” said Dr. Roger Saillant, Plug Power Chief Executive Officer. “Now we can remain focused on executing our business plan and delivering on our objectives and milestones.”

Citigroup Global Markets Inc. and Stephens Inc. acted as exclusive placement agents in connection with the offering. The shares in this offering were issued under a shelf registration statement filed with the Securities and Exchange Commission. A prospectus supplement related to the public offering has been filed with the Securities and Exchange Commission. Copies of the prospectus supplement relating to the offering may be obtained from the offices of Plug Power Inc., 968 Albany Shaker Road, Latham, New York 12110.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Plug Power

Plug Power Inc. designs and develops on-site energy systems based on proton exchange membrane fuel cells. Plug Power’s strategic partners include GE Fuel Cell Systems, DTE Energy Technologies, Vaillant GmbH, Honda R&D Co., Ltd., Engelhard Corporation and Celanese Ventures. The Company’s headquarters are located in Latham, N.Y., with offices in Washington, D.C., and The Netherlands.

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This press release may contain statements, which are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of Plug Power’s future results of operations, Plug Power’s product development expectations or of Plug Power’s financial position or state other forward-looking information. In some cases you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. You should not rely on forward-looking statements because Plug Power’s actual results may differ materially from those indicated by these forward-looking statements as a result of a number of important factors. These factors include, but are not limited to, 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 reliance on its relationship with certain affiliates of General Electric (GEFCS); Plug Power’s ability to perform on its multi-generation product plan in a manner satisfactory to GEFCS; 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; the ability to raise and provide the necessary capital to develop, manufacture and market 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 demand for Plug Power’s on-site energy products; fluctuations in the trading price and volume of Plug Power’s common stock and other risks and uncertainties discussed under the heading “Factors Affecting Future Results” in Plug Power’s annual report on Form 10-K for the fiscal year ended December 31, 2002, dated March 31, 2003 and filed with the Securities Exchange Commission on March 31, 2003, and the reports Plug Power files from time to time with the Securities and Exchange Commission. Plug Power does not intend to and undertakes no duty to update the information contained in this press release.