8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 24, 2014

FUELCELL ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-14204	06-0853042
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3 Great Pasture Road, Danbury, Connecticut		06813
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 825-6000

Not Applicable

(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:

¨ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) As previously disclosed, on July 30, 2014, NRG Energy, Inc. (“NRG”) entered into a certain Securities Purchase Agreement (the “Purchase Agreement”) with FuelCell Energy, Inc. (the “Company”).  Under the Purchase Agreement, the Company provided NRG the right to appoint a person to the Board of Directors (the “Board”) of the Company. For a description of the agreements between NRG and the Company, see the Company's Current Report on Form 8-K filed with the SEC on August 4, 2014, which is incorporated herein by reference. On September 8, 2014, NRG exercised this right and designated Christopher S. Sotos for the Company’s consideration.

On September 24, 2014, the Board appointed Mr. Sotos to the Board and increased the size of the Board from seven to eight members.

Mr. Sotos, age 43, has served as Senior Vice President-Strategy and Mergers and Acquisitions of NRG (NYSE: NRG) since November 2012 and has served as a Director of NRG Yield (NYSE: NYLD) since May 2013. Prior to his current position, Mr. Sotos served as NRG’s Senior Vice President and Treasurer from March 2008 to September 2012. In this role, he was responsible for all treasury functions, including raising capital, valuation, debt administration and cash management. Mr. Sotos joined NRG in 2004 as a Senior Finance Analyst, following more than nine years in key financial roles within the energy sector and other industries for Houston-based companies such as Koch Capital Markets, Entergy Wholesale Operations and Service Corporation International. Mr. Sotos brings strong financial and accounting skills to the Board as well as power industry expertise.

Mr. Sotos will serve on the Company's Government Affairs Committee. Mr. Sotos will not be compensated as a director.

On September 29, 2014, the Company issued a press release announcing the appointment of Mr. Sotos to the Board. A copy of the press release is filed with this Form 8-K on Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.
	Exhibit No.	Description
	99.1	FuelCell Energy, Inc., Press Release, issued September 29, 2014.

2

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.

	FUELCELL ENERGY, INC.
Date: September 29, 2014	By:	/s/ Michael S. Bishop
		Michael S. Bishop
		Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	FuelCell Energy, Inc., Press Release, issued September 29, 2013

EX-99.1

FOR IMMEDIATE RELEASE

FuelCell Energy Appoints Christopher S. Sotos to its Board of Directors

DANBURY, CT – September 29, 2014 -- FuelCell Energy, Inc. (Nasdaq: FCEL), a global leader in the design, manufacture, operation and service of ultra‐clean, efficient and reliable fuel cell power plants, today announced that Christopher S. Sotos, Senior Vice President of Strategy and Mergers and Acquisitions at NRG Energy, Inc. (NYSE: NRG), has been appointed to the Company’s Board of Directors, bringing with him extensive power generation experience and over two decades’ worth of corporate financial management and business strategy expertise. Mr. Sotos was designated to the Board of Directors by NRG pursuant to the director designation rights granted to NRG in connection with its acquisition of shares of the Company in July 2014. This addition to the FuelCell Energy Board of Directors increases the total number of members to eight.

At NRG, Mr. Sotos is responsible for the development, execution and implementation of NRG’s business strategy across all platforms, leading the company’s efforts in acquisitions across all generation types, retail and wholesale business models, as well as smaller venture capital investments and strategic relationships. Mr. Sotos is also a Board member of NRG Yield (NYSE: NYLD), a dividend growth oriented company that owns a diversified portfolio of power generation assets.

“We are pleased to welcome Chris to our Board of Directors,” said Chip Bottone, Chief Executive Officer, FuelCell Energy, Inc. “His power generation industry experience and expertise in business strategy and financial management make him a valuable addition to the FuelCell Energy Board and the Company it serves.”

“I am excited to be working with the FuelCell team,” said Mr. Sotos. “FuelCell Energy provides one of the few clean distributed energy baseload solutions for customers. I look forward to actively contributing to the growth of FuelCell Energy and providing insight into fuel cell applications in the power markets.”

NRG Energy owns approximately six percent of the outstanding common stock of FuelCell Energy and extends a $40 million construction and term facility to the Company for project construction and finance.

About FuelCell Energy

Direct FuelCell® power plants are generating ultra-clean, efficient and reliable power at more than 50 locations worldwide.  With more than 300 megawatts of power generation capacity installed or in backlog, FuelCell Energy is a global leader in providing ultra-clean baseload distributed generation to utilities, industrial operations, universities, municipal water treatment facilities, government installations and other customers around the world.The Company’s power plants have generated more than 2.7 billion kilowatt hours of ultra-clean power using a variety of fuels including renewable biogas from wastewater treatment and food processing, as well as clean natural gas.  For more information, please visit www.fuelcellenergy.com

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Direct FuelCell, DFC, DFC/T, DFC-H2 and FuelCell Energy, Inc. are all registered trademarks of FuelCell Energy, Inc. DFC-ERG is a registered trademark jointly owned by Enbridge, Inc. and FuelCell Energy, Inc.

Contact:  FuelCell Energy, Inc. Kurt Goddard, Vice President Investor Relations
203-830-7494 ir@fce.com

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