8-K

UNITED STATES
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): February 8, 2011

FUELCELL ENERGY, INC.
(Exact name of registrant as specified in its 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

Item 5.02(b) Resignation of President and Chief Executive Officer

On February 8, 2011, R. Daniel Brdar voluntarily resigned as President and Chief Executive Officer. Mr. Brdar will remain the Company’s Chairman of the Board of Directors through the Annual Meeting of Shareholders scheduled for April 7, 2011.

Mr. Brdar will be paid a fee of $15,000 for his continued participation on the Board of Directors as Chairman through the Annual Meeting of Shareholders.

Item 5.02(c) Appointment of President and Chief Executive Officer

On February 8, 2011, Arthur Bottone was promoted to the position of President and Chief Executive Officer. Mr. Bottone is 50 years old.

Mr. Bottone joined FuelCell Energy in February 2010 as Senior Vice President and Chief Commercial Officer and was promoted to President and CEO in February 2011. Prior to joining FuelCell Energy, Mr. Bottone was President of the Energy Systems business at Ingersoll Rand Company. Mr. Bottone’s focus is to accelerate revenue growth and profitability by capitalizing on heightened demand by the world’s industrialized and emerging nations for clean and renewable energy. He is responsible for developing and implementing strategies to further expand the Company’s market opportunities and growth potential. Mr. Bottone’s qualifications include 25 years of experience at Ingersoll Rand Company, a diversified global industrial concern. Mr. Bottone received an undergraduate degree in Mechanical Engineering from Georgia Institute of Technology in 1983, and received a Certificate of Professional Development from The Wharton School, University of Pennsylvania in 2004. Mr. Bottone has extensive experience in global commercialization activities that deliver profitable growth.

On February 8, 2011, the Company entered into a new employment agreement (the “Agreement”) with Mr. Bottone upon his promotion to President and CEO. Under the Agreement, which is terminable by either party upon 30 days notice, Mr. Bottone was entitled to an initial annual base salary of $340,000, to be reviewed at least annually by our Board of Directors, and an annual incentive award opportunity of up to 50% of Mr. Bottone’s base salary also to be determined and approved by our Board of Directors. Mr. Bottone was also granted restricted stock of the Company valued at $360,000, valued at the closing market price at date of grant. The Agreement also provides Mr. Bottone with the opportunity to participate in insurance plans and other employee benefits as may be generally available to other employees of the Company. The Agreement also contains non-disclosure provisions and prohibits Mr. Bottone from competing with the Company during the term of his employment and for a period of two years thereafter.

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In the event of a change in control of the Company resulting in a voluntary resignation by Mr. Bottone or, in the event Mr. Bottone’s employment is terminated by the Company without cause, he is entitled to a severance payment in an amount equal to two years of his base salary as of the date of termination plus the average of the bonuses paid to him since the inception of his employment agreement. In the event of termination of Mr. Bottone’s employment by the Company for cause, the Company shall pay Mr. Bottone any base salary and vacation accrued but as yet unpaid on the effective date of such termination. Mr. Bottone’s stock options and restricted stock granted shall accelerate and immediately vest upon a change of control.

Should Mr. Bottone be unable to fulfill his duties as a result of incapacity or disability, the Company may terminate his employment. In the event of such incapacity or disability, the Company shall continue to pay full compensation to Mr. Bottone in accordance with the terms of his employment agreement until the date of such termination. In the event of death, the Company shall pay Mr. Bottone’s estate any base salary and other compensation or benefits accrued but as yet unpaid on the date of death.

Item 5.02(e) Compensatory Arrangements of Certain Officers

On February 8, 2011, the Board of Directors approved a change to the compensation of Joseph G. Mahler, Sr. Vice President and Chief Financial Officer. The Company has agreed to pay Mr. Mahler a special bonus in the amount of $90,000 in connection with his assumption of certain additional duties.    The special bonus is payable on February 8, 2012. 

On February 8, 2011, the Board of Directors approved a change to the compensation of Anthony F. Rauseo, Chief Operating Officer. Mr. Rauseo’s annual base salary was increased to $260,000 effective on February 8, 2011 in connection with his assumption of certain additional duties. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following is furnished as an exhibit to this report:

Exhibit No. 99.1 — FuelCell Energy, Inc. press release announcing the appointment of Arthur Bottone to President and Chief Executive Officer effective February 8, 2011.

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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.

	FUELCELL ENERGY, INC.
Date: February 11, 2011	By:	/s/ Joseph G. Mahler
		Joseph G. Mahler
		Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE DISTRIBUTION

FuelCell Energy Promotes Senior Vice President and Chief Commercial
Officer to President and Chief Executive Officer

Chip Bottone succeeds Dan Brdar, who continues as Chairman

Danbury, CT — February 9, 2011 — FuelCell Energy, Inc. (NASDAQ: FCEL) a leading manufacturer of ultra-clean, efficient and reliable power plants using renewable and other fuels for commercial, industrial, government, and utility customers, today announced the promotion of Chip Bottone to the position of President and Chief Executive Officer.

Bottone, previously FuelCell Energy’s Senior Vice President and Chief Commercial Officer, takes over for Dan Brdar as President and CEO, effective February 8, 2011. Brdar, who has been with FuelCell Energy from 2000 and CEO since 2006 will remain as Chairman of the Board until the 2011 Annual Meeting of Shareholders as part of the Company’s planned management succession strategy.

Since joining FuelCell Energy in February 2010, Bottone has been leading the Company’s commercial activities. He has focused on accelerating profitable revenue growth by capitalizing on heightened demand for clean, alternative forms of energy generation — a need well-matched by the company’s Direct FuelCell (DFC) power plants. He has developed and implemented strategies to expand the company’s market opportunities and growth potential.

“Chip’s focus and experience in growing revenue and expanding our customer base is integral to our success. Through his efforts, we enter 2011 with the largest product and service revenue backlog in our history at $154 million” Dan Brdar said. “The Board and I believe that his commercialization experience and performance, combined with his strategic vision for our products provides the necessary leadership for FuelCell Energy to achieve profitability.”

Bottone noted that FuelCell Energy is well-positioned to move forward and is poised for sustainable growth.

“I am excited about our prospects and see a clear path to grow our business profitably. There is an absolute global need for ultra-clean, efficient distributed power generation,” Bottone said. “Our products’ combination of high electrical efficiency, ultra-clean emissions and 24/7 reliability cannot be matched in the market place.”

“We are currently executing on our initiative to accelerate the path to profitability at production volumes that utilize minimal cash. We will also leverage our success in South Korea and California to new markets around the world,” he added.

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“Dan has set the stage for growth. His leadership and drive over the last ten years transitioned us from an R&D operation to a global commercial fuel cell products company. Through his efforts, we have gross margin profitable products and the opportunity to move into a commercial period where we will aggressively increase sales volume.”

Bottone has 25 years of experience at Ingersoll Rand Company, the diversified multi-national industrial concern where he held a series of roles culminating as President of the Energy Systems Business. There he built a global alternative energy business providing distributed energy and environmental solutions for customers in the U.S., the United Kingdom, China, India, the Middle East, Africa, Eastern Europe and Russia. Throughout his career at Ingersoll Rand, Bottone increased sales and profitability for his areas of responsibility.

Bottone earned his undergraduate degree in Mechanical Engineering from the Georgia Institute of Technology, and holds a Certificate of Professional Development from the Wharton School at the University of Pennsylvania.

About FuelCell Energy
DFC^® fuel cells are generating power at over 50 locations worldwide. The Company’s power plants have generated over 650 million kWh of power using a variety of fuels including renewable wastewater gas, biogas from beer and food processing, as well as natural gas and other hydrocarbon fuels. FuelCell Energy has partnerships with major power plant developers and power companies around the world. The Company also receives funding from the U.S. Department of Energy and other government agencies for the development of leading edge technologies such as fuel cells. For more information please visit our website at www.fuelcellenergy.com

This news release contains forward-looking statements, including statements regarding the Company’s plans and expectations regarding the continuing development, commercialization and financing of its fuel cell technology and business plans. 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, general risks associated with product development, manufacturing, changes in the regulatory environment, customer strategies, potential volatility of energy prices, rapid technological change, competition, and the Company’s ability to achieve its sales plans and cost reduction targets, 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.

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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