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): June 25, 2010
FUELCELL ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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001-14204
(Commission File Number)
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06-0853042
(IRS Employer Identification No.) |
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| 3 Great Pasture Road, Danbury, Connecticut
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06813 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On June 25, 2010, FuelCell Energy, Inc. (“FuelCell”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Lazard Capital Markets LLC, as the sole book-running manager
and Canaccord Genuity Inc., as the co-manager (together, the “Underwriters”) relating to the public
offering (the “Offering”) of
24,000,000 shares of FuelCell’s common stock, $0.0001 par value per
share (the “Common Stock”), at a price to the public of
$1.25 per share (the “Offering Price”),
less underwriting discounts and commissions. Under the terms of the Underwriting Agreement,
FuelCell has also granted the Underwriters a 30-day option to purchase up to an additional 15% of
the shares of Common Stock offered in the Offering to cover over-allotments, if any, at the
Offering Price. The net proceeds to the Company from the sale of the Common Stock, after deducting
the Underwriters’ discount and commission and other estimated offering expenses payable by the
Company, are expected to be approximately
$28 million, assuming no exercise by the Underwriters of
their over-allotment option. The Offering is expected to close on June 30, 2010, subject to the
satisfaction of customary closing conditions.
The Common Stock is being offered and sold pursuant to a prospectus dated February 6, 2007 and a
prospectus supplement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June
25, 2010, in connection with a takedown from the Company’s effective shelf registration statement
on Form S-3 (File No. 333-128088) declared effective by the SEC on February 6, 2007.
The Underwriting Agreement contains customary representations, warranties and agreements by
the Company, customary conditions to closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act of 1933, as amended, other
obligations of the parties and termination provisions.
The Underwriting Agreement has been filed with this report to provide investors and security
holders with information regarding its terms. It is not intended to provide any other factual
information about the Company. The representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to such agreement, and may be subject to limitations agreed
upon by the contracting parties, including being qualified by confidential disclosures exchanged
between the parties in connection with the execution of the Underwriting Agreement.
The legal opinion of Robinson & Cole LLP relating to the Common Stock being offered is filed
as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing is only a brief description of the material terms of the Underwriting Agreement,
does not purport to be a complete description of the rights and obligations of the parties
thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is
filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events.
On June 24, 2010, the Company issued a press release announcing the Offering. On June 25,
2010, the Company issued a press release announcing pricing of the Offering. Copies of the press
releases are attached as Exhibits 99.1 and 99.2 to this report and are incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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1.1 |
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Underwriting Agreement, dated as of June 25, 2010, among FuelCell
Energy, Inc., Lazard Capital Markets LLC and Canaccord Genuity Inc. |
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5.1 |
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Opinion of Robinson & Cole LLP |
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23.1 |
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Consent of Robinson & Cole LLP (included in Exhibit 5.1) |
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99.1 |
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Press Release issued by FuelCell Energy, Inc. on June 24, 2010 |
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99.2 |
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Press Release issued by FuelCell Energy, Inc. on June 25, 2010 |