-----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, CGxQ518zinesaN4r1Ew5k+7l4NOQBAOnZpYNG8WP+gU8DGd8Mt7aXVKNEq/Cx7Nh NvStcLEPVKyQPHq12u+YPA== 0001144204-04-010965.txt : 20040803 0001144204-04-010965.hdr.sgml : 20040803 20040803161007 ACCESSION NUMBER: 0001144204-04-010965 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040803 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109690 FILM NUMBER: 04948658 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 424B3 1 v05287.htm Unassociated Document

As filed pursuant to Rule 424(b)(3) and (c)
Registration No. 333-109690



PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED DECEMBER 8, 2003

FUELCELL ENERGY, INC.
 
225,286 Shares of Common Stock
 
 
On May 28, 2004, we sold the thermoelectric generator (TEG) business of Global Thermoelectric Inc., our former Canadian subsidiary. The sale was accomplished by the sale of all of the outstanding shares of Global. Prior to the sale, substantially all of Global’s assets and liabilities that were not part of its TEG business, including substantially all of Global’s assets and liabilities relating to its solid oxide fuelcell (SOFC) development business and essentially all of its cash, were transferred to FuelCell Energy, Ltd., an indirect wholly-owned Canadian subsidiary of FuelCell that we call ExchangeCo. FuelCell Energy, Ltd. was formerly named FCE Canada Inc. In addition, Global’s Series 2 Preferred Shares were cancelled and replaced with substantially equivalent Series 1 Preferred Shares issued by ExchangeCo. This prospectus, as supplemented, now relates to the resale, from time to time, by the selling stockholders identified in this prospectus, of up to 225,286 shares of our common stock, par value $0.0001 per share, that we may issue, from time to time, upon conversion of the 1,000,000 Series 1 Preferred Shares issued by ExchangeCo. 

This prospectus supplement should be read in conjunction with the prospectus, dated December 8, 2003, which is to be delivered with this prospectus supplement. All capitalized terms used but not defined in this prospectus supplement shall have the meanings given them in the prospectus.
 
Investing in our common stock involves risks.  Beginning on page 6 of the prospectus, we have listed several "Risk Factors" which you should consider.  You should read the entire prospectus carefully before you make your investment decision.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.
 
 
The date of this prospectus supplement is August 3, 2004

 
     
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