PLUG POWER INC. (NASDAQ:PLUG) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On December19, 2016, Plug Power Inc. (the Company) filed
preliminary prospectus supplements to the base prospectus
included in the Companys shelf registration statement on FormS-3
(No.333-214737), filed with the SEC on November21, 2016. The
preliminary prospectus supplements describe certain elements of
the Companys business strategy and certain recent developments,
including those set forth below.
The information in this Current Report on Form8-K furnished under
this Item 7.01 shall not be deemed filed for any purpose,
including for the purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that Section. Furthermore, the
information in this Current Report on Form8-K furnished under
this Item 7.01 shall not be deemed incorporated by reference into
any filing under the Securities Act of 1933, as amended, or the
Exchange Act regardless of any general incorporation language in
such filing.
Recent Developments
Hercules Loan Facility
We are party to a Loan and Security Agreement with Hercules
Capital,Inc., or Hercules, which provides us a secured term loan
facility with an outstanding principal balance of $25.0 million
as of December12, 2016 (the Loan Facility). Under the Loan
Facility, we are required to comply with certain financial
covenants, including maintaining a minimum level of unrestricted
cash subject to an account control agreement in favor of Hercules
in an amount equal to (a)75% of our outstanding obligations under
the Loan Facility plus (b)an amount equal to our outstanding
accounts payable that are more than 150 days past due (if any).
We failed to maintain the minimum level of unrestricted cash
required by this covenant and Hercules has provided us a limited
waiver, under which Hercules has waived the covenant default and
modified the minimum cash covenant.
Liquidity
As of December12, 2016, we held cash and cash equivalents of
approximately $72.0million, which consisted of $52.9million in
restricted cash (primarily cash restricted to support leasing
arrangements with our customers that we service) and $19.1million
in unrestricted cash.
Debt Financing
As part of our business strategy in the ordinary course of
business, we regularly consider alternatives for financings,
including debt and equity financings, on an opportunistic basis.
For example, we are in negotiations with a debt lender for a
senior secured loan in the aggregate amount of $25.0 million,
subject to the successful negotiation of definitive loan
documents. There can be no assurance that such financing will be
consummated.
Acquisitions
As part of our business strategy, we intend to consider
acquisitions of companies, technologies and products that we
believe could improve our ability to compete in our core markets
or allow us to enter new markets. For example, we are in
negotiations to acquire a company in Europe
that develops technology to produce industrial gas supplies,
which we believe, if successfully acquired and integrated into
our operations, may advance our hydrogen fueling strategy. We
expect that the purchase price of this acquisition will be
approximately 10.0 million. There can be no assurance that we
can successfully negotiate and enter into definitive agreements
for this acquisition or, even if definitive agreements are
executed, that we can successfully consummate this acquisition
or integrate the acquired business into our operations.
Waivers
In connection with our offerings of our common stock, SeriesD
convertible preferred stock and warrants to purchase shares of
our common stock commenced on the date of this report (the
Offerings), we obtained a waiver from Air Liquide
Investissements dAvenir et de Demonstration, or Air Liquide,
the sole holder of our SeriesC convertible preferred stock, to
which Air Liquide agreed to waive their rights to purchase our
securities in the Offerings, and agreed that the issuance of
the securities in the Offerings will not result in an
anti-dilution adjustment attached to the shares of our SeriesC
convertible preferred stock. In addition, we plan to amend our
shareholder rights agreement to exempt the investor purchasing
securities in the Offerings such that the issuance to, and
ownership by, such investor of all of the securities purchased
by such investor in the Offerings will not trigger our
shareholder rights plan.
Item 8.01Other Events.
For purposes of the registration statement on FormS-3 (File
No.333-214737) (the Registration Statement) filed by the
Company, the computation of the pro forma ratio of earnings to
fixed charges and preference security dividends of the Company
for the nine months ended September30, 2016 and the years ended
December31, 2015, December31, 2014, December31, 2013,
December31, 2012 and December31, 2011 is filed herewith as
Exhibit12.1 and is incorporated by reference into this Current
Report on Form8-K and the Registration Statement.
Item 9.01. Financial Statements and Exhibits
d) Exhibits.
|
Exhibit Number |
|
Description |
|
12.1 |
Computation of pro forma ratio of earnings to fixed |
About PLUG POWER INC. (NASDAQ:PLUG)
Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of hydrogen fuel cell systems used for the industrial off-road market and the stationary power market. The Company’s product line includes GenKey, GenDrive, GenFuel, GenCare and ReliOn. GenKey offers solutions to customers transitioning their material handling vehicles to fuel cell power. GenDrive is a hydrogen fueled proton exchange membrane (PEM) fuel cell system. It provides power to material handling vehicles. GenFuel is a hydrogen fueling delivery system. It is designed to allow customers to refuel its GenDrive units for productivity. GenCare is an ongoing maintenance program for both the GenDrive fuel cells and GenFuel products. ReliOn is a stationary fuel cell solution. It provides scalable, modular PEM fuel cell power to support the backup and grid-support power requirements of the telecommunications, transportation and utility sectors. PLUG POWER INC. (NASDAQ:PLUG) Recent Trading Information
PLUG POWER INC. (NASDAQ:PLUG) closed its last trading session up +0.04 at 1.36 with 4,691,286 shares trading hands.
