-----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, ODW9kLPO6AwWdFvtwgxjbVHT/vA8ZlNWOrgDGLID1e6rBh0iCgJHIXEgLDNa9MOq Ew3ql6ZMfslLtDmiPdVvIA== 0000886128-99-000036.txt : 19991101 0000886128-99-000036.hdr.sgml : 19991101 ACCESSION NUMBER: 0000886128-99-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991020 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUELCELL ENERGY INC CENTRAL INDEX KEY: 0000886128 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 060853042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14204 FILM NUMBER: 99737872 BUSINESS ADDRESS: STREET 1: 3 GREAT PASTURE RD CITY: DANBURY STATE: CT ZIP: 06813 BUSINESS PHONE: 2038256000 MAIL ADDRESS: STREET 1: 3 GREAT PASTURE ROAD CITY: DANBURY STATE: CT ZIP: 06813 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY RESEARCH CORP /NY/ DATE OF NAME CHANGE: 19930328 8-K 1 FORM 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): October 20, 1999 FUELCELL ENERGY, INC. ----------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware ------------------------------------------------------------ (State or other jurisdiction of incorporation) 0-24852 06-0853042 - ------------------------------- ----------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3 Great Pasture Road, Danbury, Connecticut 06813 - --------------------------------------------- -------------------------------- (Address of principal executive offices) (Zip Code) (203)825-6000 ---------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. - ------- ------------- The Registrant's Press Release, dated October 20, 1999 regarding the declaration of a stock dividend is attached as an Exhibit hereto and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. - ------- ---------------------------------- (c) Exhibits 99 Press Release dated October 20, 1999 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: October 29, 1999 By: /s/ Joseph G. Mahler -------------------- Joseph G. Mahler Senior Vice President, CFO Treasurer/Corporate Secretary EX-99 2 PRESS RELEASE DATED OCTOBER 20, 1999 CONTACT: Mark Wachs Mark Wachs and Associates (212) 832-2800 e-mail: mwachs@datavoice.net Joseph G. Mahler FuelCell Energy, Inc. (203) 825-6000 e-mail: jmahler@fce.com FOR IMMEDIATE RELEASE --------------------- FUELCELL ENERGY, INC . ANNOUNCES THREE-FOR-TWO STOCK DIVIDEND DANBURY, CONNECTICUT, October 20, 1999 -- FuelCell Energy, Inc. (AMEX:FCL) announced today that its Board of Directors has declared a three-for-two stock dividend on its common stock. Stockholders of record on November 1, 1999 will be entitled to one additional share of common stock for each two shares of the Company's common stock held on that date. Cash will be paid in lieu of fractional shares. The payment date for the stock dividend will be November 16, 1999. On or about that date, certificates for the new shares will be mailed to stockholders by the Company's transfer agent, Continental Stock Transfer & Trust Company. The Company had approximately 4,207,223 shares of its common stock outstanding as of October 19, 1999. As a result of the stock dividend, the Company will have approximately 6,300,000 shares of common stock outstanding as of November 1, 1999. About FuelCell Energy, Inc. FuelCell Energy, Inc. - www.fuelcellenergy.com - formerly Energy Research Corp., is a world-recognized leader in the field of high efficiency fuel cells for electric power generation. The Company's Direct FuelCell technology takes the inherent attractiveness of fuel cells one step further by eliminating the external fuel processing to extract hydrogen from a hydrocarbon fuel. This results in a simpler and more efficient system compared with conventional fuel cells. FuelCell Energy is based in Danbury, Conn. -MORE- FUELCELL ENERGY, INC. ANNOUNCES THREE-FOR-TWO STOCK DIVIDEND PAGE TWO This press release contains forward-looking statements, including statements regarding the Company's plans and expectations regarding the development and commercialization of its fuel cell technology. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could cause such a difference include, without limitation, the risk that commercial field trials of the Company's products will not occur when anticipated, general risks associated with product development, manufacturing, changes in the utility regulatory environment, potential volatility of energy prices, rapid technological change, and competition, as well as other risks set forth in the Company's filings with the Securities and Exchange Commission. The forward-looking statements contained herein speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which any such statement is based. ### -----END PRIVACY-ENHANCED MESSAGE-----