Delaware | 1-14204 | 06-0853042 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
3 Great Pasture Road, Danbury, Connecticut | 06810 | |||
(Address of Principal Executive Offices) | (Zip Code) |
¨ | 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 1.01 | Entry into a Material Definitive Agreement. |
Item 9.01 | Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description | |
10.1 | Amendment to AA, dated as of October 10, 2016, by and between the Company and POSCO Energy | |
10.2 | Amendment to TTA, dated as of October 10, 2016, by and between the Company and POSCO Energy | |
10.3 | Amendment to STTA, dated as of October 10, 2016, by and between the Company and POSCO Energy |
FUELCELL ENERGY, INC. | ||||
Date: October 14, 2016 | By: | /s/ Michael S. Bishop | ||
Michael S. Bishop | ||||
Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer |
(1) | POSCO Energy Co., Ltd., a corporation duly organized and existing under the laws of the Republic of Korea, having its principal place of business at POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul 135-777, Korea (“POSCO Energy”); and |
(2) | FuelCell Energy, Inc., a Delaware corporation having a principal place of business at 3 Great Pasture Rd., Danbury, CT 06810, U.S.A. (“FCE”). |
(a) | the Alliance Agreement, dated as of February 7, 2007 (the “AA”); |
(b) | the Technology Transfer, Distribution and Licensing Agreement, dated as of February 7, 2007, (the “TTA”); |
(c) | the Stack Technology Transfer and License Agreement dated October 27, 2009 (the “STTA”); and |
(d) | the Cell Technology Transfer and License Agreement dated October 31, 2012 (the “CTTA”); |
1. | Section 5.1 of Article V of the AA is replaced in its entirety by the following: |
POSCO Energy Co., Ltd. | FuelCell Energy, Inc. | |||
By: /s/ Tong-Wood Shim | By: /s/ Michael S. Bishop | |||
Name: Tong-Wook Shim | Name: Michael S. Bishop | |||
Title: Executive Vice President, | Title: Senior Vice President, | |||
Chief Financial Officer | Chief Financial Officer | |||
Date: October 10, 2016 | Date: October 13, 2016 | |||
(1) | POSCO Energy Co., Ltd., a corporation duly organized and existing under the laws of the Republic of Korea, having its principal place of business at POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul 135-777, Korea (“POSCO Energy”); and |
(2) | FuelCell Energy, Inc., a Delaware corporation having a principal place of business at 3 Great Pasture Rd., Danbury, CT 06810, U.S.A. (“FCE”). |
(a) | the Alliance Agreement, dated as of February 7, 2007 (the “AA”); |
(b) | the Technology Transfer, Distribution and Licensing Agreement, dated as of February 7, 2007, (the “TTA”); |
(c) | the Stack Technology Transfer and License Agreement dated October 27, 2009 (the “STTA”); and |
(d) | the Cell Technology Transfer and License Agreement dated October 31, 2012 (the “CTTA”); |
1. | Section 8.1 of Article VIII of the TTA is replaced in its entirety by the following: |
POSCO Energy Co., Ltd. | FuelCell Energy, Inc. | |||
By: /s/ Tong-Wood Shim | By: /s/ Michael S. Bishop | |||
Name: Tong-Wook Shim | Name: Michael S. Bishop | |||
Title: Executive Vice President, | Title: Senior Vice President, | |||
Chief Financial Officer | Chief Financial Officer | |||
Date: October 10, 2016 | Date: October 13, 2016 | |||
(1) | POSCO Energy Co., Ltd., a corporation duly organized and existing under the laws of the Republic of Korea, having its principal place of business at POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul 135-777, Korea (“POSCO Energy”); and |
(2) | FuelCell Energy, Inc., a Delaware corporation having a principal place of business at 3 Great Pasture Rd., Danbury, CT 06810, U.S.A. (“FCE”). |
(a) | the Alliance Agreement, dated as of February 7, 2007 (the “AA”); |
(b) | the Technology Transfer, Distribution and Licensing Agreement, dated as of February 7, 2007, (the “TTA”); |
(c) | the Stack Technology Transfer and License Agreement dated October 27, 2009 (the “STTA”); and |
(d) | the Cell Technology Transfer and License Agreement dated October 31, 2012 (the “CTTA”); |
1. | Section 8.1 of Article VIII of the STTA is replaced in its entirety by the following: |
POSCO Energy Co., Ltd. | FuelCell Energy, Inc. | |||
By: /s/ Tong-Wood Shim | By: /s/ Michael S. Bishop | |||
Name: Tong-Wook Shim | Name: Michael S. Bishop | |||
Title: Executive Vice President, | Title: Senior Vice President, | |||
Chief Financial Officer | Chief Financial Officer | |||
Date: October 10, 2016 | Date: October 13, 2016 | |||