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): May 8, 2019

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	06810
	(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	FCEL	The Nasdaq Stock Market LLC (Nasdaq Global Market)

Item 3.03.Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03.Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 8, 2019, FuelCell Energy, Inc. (the “Company”) filed a Certificate of Amendment of the Certificate of Incorporation of the Company with the Secretary of State of Delaware (the “Certificate of Amendment”) to effect a 1-for-12 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), effective as of 5:00 p.m. Eastern Time on May 8, 2019.  The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 183,411,230 shares to approximately 15,284,269 shares, subject to adjustment for the payment of cash in lieu of fractional shares (as described below).  The Reverse Stock Split will not change the total number of shares of Common Stock or preferred stock authorized for issuance by the Company.  

As previously disclosed, the Company’s stockholders approved a Reverse Stock Split of the Common Stock at the annual meeting of stockholders on April 4, 2019, in a range of not less than three shares and not more than twelve shares into one share of Common Stock, with the exact ratio within such range to be determined by the Board of Directors of the Company (the “Board”).  The Board determined to effect the Reverse Stock Split at a ratio of 1-for-12, and approved the corresponding final form of the Certificate of Amendment.

The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on May 8, 2019, at which time every twelve shares of the Company’s issued and outstanding Common Stock will be automatically converted into one issued and outstanding share of Common Stock, without any change in the par value per share.

No fractional shares will be issued as a result of the Reverse Stock Split.  Any holders of Common Stock who would otherwise be entitled to a fractional share will receive, in lieu thereof, a cash payment (without interest) in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Common Stock, as reported on The Nasdaq Global Market, as of May 8, 2019 (the date of filing of the Certificate of Amendment).

The Common Stock will begin trading on a reverse stock split-adjusted basis on The Nasdaq Global Market on May 9, 2019. The trading symbol for the Common Stock will remain “FCEL.”  The new CUSIP number for the Common Stock following the Reverse Stock Split is 35952H 601.

With respect to each of the FuelCell Energy, Inc. 2006 Equity Incentive Plan, the FuelCell Energy, Inc. Amended and Restated 2010 Equity Incentive Plan, and the FuelCell Energy, Inc. 2018 Omnibus Incentive Plan (each, an “Equity Incentive Plan,” and, collectively, the “Equity Incentive Plans”), equitable adjustments will be made in connection with the Reverse Stock Split to: (i) the number of shares in respect of which awards may be made under the Equity Incentive Plans; (ii) the number of shares subject to outstanding awards under the Equity Incentive Plans; and (iii) the award, exercise or conversion price with respect to any of the foregoing, in a manner consistent with the terms of the Equity Incentive Plans.  More specifically, the per share exercise price of all outstanding option awards will be increased proportionately and the number of shares of Common Stock issuable upon the exercise of all outstanding option awards and the vesting of all unvested restricted stock will be reduced proportionately.  These adjustments will result in approximately the same aggregate exercise price being required to be paid for all outstanding option awards upon exercise, although the aggregate number of shares issuable upon exercise of such option awards will be reduced proportionately following the Reverse Stock Split.  If the equitable adjustments described in clause (ii) above result in an award being subject to a fractional share, such fractional share will be cancelled on the effective date of the Reverse Stock Split for no consideration.

In addition, with respect to the FuelCell Energy, Inc. 2018 Employee Stock Purchase Plan (the “ESPP”), proportionate adjustments will be made in connection with the Reverse Stock Split to: (i) the total number of shares available for purchase under the ESPP, in accordance with the terms of the ESPP; (ii) with respect to each option outstanding under the ESPP at the effective time of the Reverse Stock Split, the option exercise price, in accordance with the terms of the ESPP; and (iii) the per-offering limit on the number of shares that may be purchased, as provided in Section 5 of the ESPP.

Finally, adjustments required in connection with the Reverse Stock Split will be made with respect to any other equity-based plans or any equity-based provisions in any agreements that are linked to shares of Common Stock, including, but not limited to, adjustments to conversion prices, conversion rates, exercise prices, and exchange prices (as applicable) under: (i) the Amended Certificate of Designation of 5% Series B Cumulative Convertible Perpetual Preferred Stock of the Company; (ii) the Certificate of

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Designations, Preferences and Rights of the Series C Convertible Preferred Stock of the Company; (iii) the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of the Company; (iv) the Series C Warrants to Purchase Common Stock issued by the Company in May 2017; and (v) the Articles of Amendment (and related documents) of FCE FuelCell Energy Ltd. with respect to its Class A Cumulative Redeemable Exchangeable Preferred Shares.

Item 8.01.Other Events.

On May 8, 2019, the Company issued a press release announcing the effectiveness of the Reverse Stock Split.  A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

The following exhibits are being furnished herewith: 

Exhibit No.	Description
3.1	Certificate of Amendment of the Certificate of Incorporation of FuelCell Energy, Inc., dated May 8, 2019.
99.1	FuelCell Energy, Inc. Press Release, dated May 8, 2019.

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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:  May 8, 2019	By:	/s/ Michael S. Bishop
		Michael S. Bishop
		Senior Vice President, Chief Financial Officer and Treasurer

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FUELCELL ENERGY, INC.

It is hereby certified that:

1.  The name of the corporation is FuelCell Energy, Inc. (the “Corporation”).

2.  The Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), is hereby amended by adding the following paragraph to the end of Article Fourth of the Certificate of Incorporation:

“Effective as of 5:00 p.m., Eastern time, on the date that this Certificate of Amendment is filed with the Secretary of State of the State of Delaware (the “Effective Time”), each twelve (12) (the “Reverse Split Factor”) shares of the Common Stock issued and outstanding or held in the treasury (if any) immediately prior to the Effective Time shall be automatically combined and converted, without further action, into one (1) validly issued, fully paid and non-assessable share of Common Stock with a par value of $0.0001 per share, subject to the treatment of fractional shares.  No fractional shares shall be issued and, in lieu thereof, any holder of Common Stock immediately prior to the Effective Time who would otherwise be entitled to a fraction of a share shall be entitled to receive a cash payment (without interest) in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Common Stock, as reported on The Nasdaq Global Market, as of the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.”

3.  The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

4.  Except as specifically set forth herein, the Certificate of Incorporation will not be amended, modified or otherwise altered by this Certificate of Amendment.  For the avoidance of doubt, there shall be no change in the number of authorized shares that the Corporation shall have the authority to issue.

5.  This Certificate of Amendment will become effective as of 5:00 p.m., Eastern time, on the date that this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the undersigned officer this 8^th day of May, 2019.

     By:/s/ Michael Bishop_______

     Name:Michael Bishop

     Title:Senior Vice President

EX-99.1

Exhibit 99.1

FuelCell Energy Announces Reverse Stock Split

DANBURY, CT – May 8, 2019 -- FuelCell Energy, Inc. (Nasdaq: FCEL), a global leader in delivering clean, innovative and affordable fuel cell solutions for the supply, recovery and storage of energy, today announced that a 1-for-12 reverse stock split will become effective at 5:00 p.m., Eastern time, today and that trading of the Company’s common stock on a post-split basis will begin on May 9, 2019.  

Today, the Company filed a Certificate of Amendment of the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware to effect a reverse stock split of its common stock at a ratio of 1-for-12. Trading of the Company’s common stock on the Nasdaq Global Market will continue under the symbol “FCEL.” The new CUSIP number for the Company’s common stock following the reverse stock split will be 35952H 601.

No fractional shares will be issued as a result of the reverse stock split. A holder of record of common stock on the effective date of the reverse stock split who would otherwise be entitled to a fraction of a share will instead be entitled to receive a cash payment for the fractional interest.

The Company’s transfer agent, American Stock Transfer & Trust Company, will act as exchange agent for the reverse stock split.

• Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split.

• Registered stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares.

• Stockholders of record holding certificates representing pre-split shares of the Company’s common stock as of the effective time will receive a letter of transmittal from American Stock Transfer & Trust Company providing instructions regarding (i) the exchange of shares and (ii) how to receive their cash payment in lieu of fractional shares, if applicable.

The reverse stock split will not change the total number of shares of common stock or preferred stock authorized for issuance by the Company. Additionally, the par value of the Company’s common stock will remain at $0.0001 per share.

The stockholders of the Company approved the reverse stock split at the 2019 Annual Meeting of Stockholders on April 4, 2019, and the Board of Directors of the Company subsequently approved the implementation of the reverse stock split at the ratio of 1-for-12.

Additional information regarding the reverse stock split is available in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on February 19, 2019. The

definitive proxy statement is available at the Investors page of the Company website at www.fuelcellenergy.comand the SEC website.

About FuelCell Energy

FuelCell Energy, Inc. (NASDAQ: FCEL) delivers state-of-the-art fuel cell power plants that provide environmentally responsible solutions for various applications such as utility-scale and on-site power generation, carbon capture, local hydrogen production for both transportation and industry, and long duration energy storage.  Our systems cater to the needs of customers across several industries, including utility companies, municipalities, universities, government entities and a variety of industrial and commercial enterprises.  With our megawatt-scale SureSource™ installations on three continents and with more than 8.0 million megawatt hours of ultra-clean power produced, FuelCell Energy is a global leader in designing, manufacturing, installing, operating and maintaining environmentally responsible fuel cell distributed power solutions. Visit us online at www.fuelcellenergy.com and follow us on Twitter @FuelCell_Energy. 

SureSource, SureSource 1500, SureSource 3000, SureSource 4000, SureSource Recovery, SureSource Capture, SureSource Hydrogen, SureSource Storage, SureSource Service, SureSource Capital, FuelCell Energy, and FuelCell Energy logo are all trademarks of FuelCell Energy, Inc.

Contact:

FuelCell Energy

203.205.2491

ir@fce.com

Source: FuelCell Energy

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