FUELCELL ENERGY, INC. (NASDAQ:FCEL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On April 28, 2017, FuelCell Energy, Inc. (FuelCell) entered into
an underwriting agreement (the Underwriting Agreement) with
Oppenheimer Co. Inc. as representative of the underwriters named
therein (the Underwriters), relating to an underwritten public
offering (the Offering) of FuelCells common stock, par value
$0.0001 per share (the Common Stock) and short-term and long-term
warrants. Subject to the terms and conditions contained in the
Underwriting Agreement, the Underwriters have agreed to purchase,
and the Company has agreed to sell, (i) 12,000,000 shares of
Common Stock, (ii)Series C warrants to purchase an aggregate of
12,000,000 shares of Common Stock and (iii)Series D warrants to
purchase an aggregate of 12,000,000 shares of Common Stock, at a
public offering price of $1.28 per share and accompanying
warrants, less the Underwriters discount (the Offering Price).
Under the terms of the Underwriting Agreement, FuelCell has also
granted the Underwriters a 30-day option to purchase up to an
additional 1,800,000 shares of Common Stock, Series C warrants to
purchase up to an aggregate of 1,800,000 shares of Common Stock
and Series D warrants to purchase up to an aggregate of 1,800,000
shares of Common Stock at the Offering Price. The net proceeds to
the Company from the Offering, after deducting the Underwriters
discount and other estimated offering expenses payable by the
Company, are expected to be approximately $13,761,000, assuming
no exercise by the Underwriters of their option. The net proceeds
from the Offering will be used for project development, project
financing, working capital and general corporate purposes.
The Series C warrants have an exercise price of $1.60 per share,
are immediately exercisable and will expire on the fifth
anniversary of the date of issuance.The Series D warrants have an
exercise price of $1.28 per share, are immediately exercisable
and will expire on the first anniversary of the date of issuance.
Certain investors in the Offering have entered into separate
leak-out agreements (a Leak-Out Agreement) with FuelCell
providing that during the period beginning on the date of the
Leak-Out Agreement and ending on May 28, 2017, neither such
investor nor certain of its affiliates will sell, directly or
indirectly, on any trading day more than a fixed percentage (20%
in the aggregate by all such investors) of the trading volume of
the Common Stock on such day (subject to certain exceptions,
including sales at a price greater than $1.61 at a time when the
offer price of the Common Stock is greater than $1.60).
The Offering is expected to close on or about May 3, 2017,
subject to customary closing conditions. Copies of the
Underwriting Agreement and the Form of Leak-Out Agreement are
attached to this Current Report on Form 8-K as Exhibits 1.1, and
4.3, respectively, and are incorporated herein by reference. The
forms of Series C warrant and Series D warrant were previously
filed as Exhibits 4.1 and 4.2 to the Current Report on Form 8-K
filed by the Company on April 28, 2017. The foregoing is only a
brief description of the material terms of the Underwriting
Agreement, the Series C and Series D warrants and the Leak-Out
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 these Exhibits.
The Company offered and is selling the above-described securities
to aprospectusdated February 24, 2017 and a prospectus
supplementdated April 27, 2017 (the Prospectus Supplement), to
the Companys shelf registration statement onForm S-3(SEC File
No.333-215530), previously declared effective by the Securities
and Exchange Commission (the Shelf Registration Statement). This
Current Report on Form 8-K is being filed in part for the purpose
of incorporating Exhibits 1.1 and 4.3 by reference into the Shelf
Registration Statement.
The legal opinion of Robinson Cole LLP relating to the Common
Stock and warrants being offered is filed as Exhibit 5.1 to this
Current Report on Form 8-K.
Item 8.01 Other Events.
On April 27, 2017, the Company issued a press release announcing
the Offering.On April 28, 2017, the Company issued a press
release announcing pricing of the Offering. Copies of the press
releases are attached as Exhibits99.1 and 99.2 to this Current
Report on Form 8-K and are incorporated by reference herein.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
1.1 |
Underwriting Agreement, dated as of April 28, 2017, between FuelCell Energy, Inc. and Oppenheimer Co. Inc., as Representative of the several Underwriters set forth therein |
|
4.3 | Form of Leak-Out Agreement | |
5.1 | Opinion of Robinson Cole LLP | |
23.1 | Consent of Robinson Cole LLP (included in Exhibit 5.1) | |
99.1 |
Press release of FuelCell Energy, Inc., issued on April 27, 2017 |
|
99.2 |
Press release of FuelCell Energy, Inc., issued on April 28, 2017 |
About FUELCELL ENERGY, INC. (NASDAQ:FCEL)
FuelCell Energy, Inc. is an integrated fuel cell company. The Company designs, manufactures, sells, installs, operates and services stationary fuel cell power plants for distributed power generation. The Company’s segment is fuel cell power plant production and research. The Company’s power plants provide on-site power and utility grid support. The Company’s plants operate in approximately 50 locations on approximately three continents and generate approximately four billion kilowatt hours (kWh) of electricity. The Company’s fuel cell products, Direct FuelCell (DFC) power plants offer power generation for customers, including approximately 2.8 megawatts DFC3000, approximately 1.4 megawatts DFC1500 and approximately 300 kilowatts DFC300 plus derivations of the DFC product for specific applications. The Company offers project development; engineering procurement and construction (EPC) services operations and maintenance, and project finance. FUELCELL ENERGY, INC. (NASDAQ:FCEL) Recent Trading Information
FUELCELL ENERGY, INC. (NASDAQ:FCEL) closed its last trading session down -0.45 at 1.15 with 14,324,359 shares trading hands.