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) September 2, 2005
PLUG POWER INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 0-27527 | 22-3672377 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 968 Albany-Shaker Road, Latham, New York | 12110 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (518) 782-7700
N/A
(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)) |
Item 8.01. Other Events.
On September 2, 2005, Plug Power Inc. (the “Company”) issued a press release announcing that it has completed the sale of 1,000,000 additional shares of its common stock pursuant to the underwriters exercise of their over-allotment option in connection with the Company’s recent common stock offering. The shares were sold at the public offering price of $6.25 per share for aggregate proceeds to the Company of $6.25 million, before underwriting discounts and commissions and other offering expenses. The Company intends to use the net proceeds of the offering for working capital purposes, funds for operations, capital expenditures, research and product development, potential future acquisitions and other general corporate purposes.
Citigroup Global Markets Inc. was the sole bookrunner for this offering and Stephens Inc. acted as co-manager. The Shares were covered by the Company’s Registration Statement on Form S-3 (File No. 333-117358) and were sold to the several underwriters named in, and pursuant to, the underwriting agreement, dated as of August 4, 2005, by and among the Company and the underwriters named therein. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit Number |
Description | |
| 5.1* | Legal Opinion of Goodwin Procter LLP dated September 2, 2005. | |
| 23.1* | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
| 99.1* | Press Release dated September 2, 2005. |
| * | Filed herewith. |
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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.
| PLUG POWER INC. | ||||||
| Dated: | September 2, 2005 | By: | /s/ David A. Neumann | |||
| David A. Neumann | ||||||
| Chief Financial Officer | ||||||
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EXHIBIT INDEX
| 5.1* | Legal Opinion of Goodwin Procter LLP dated September 2, 2005. | |
| 23.1* | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
| 99.1* | Press Release of Plug Power Inc. dated September 2, 2005. |
| * | Filed herewith. |
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