SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
March 25, 2003
PLUG POWER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-27527 22-3672377
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
968 Albany-Shaker Road, Latham, New York 12110
(Address of Principal Executive Offices and Zip Code)
(518) 782-7700
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 25, 2003, Plug Power Inc., a Delaware corporation ("Plug Power"),
completed its acquisition of H Power Corp., a Delaware corporation ("H Power"),
pursuant to the Agreement and Plan of Merger, dated as of November 11, 2002, by
and among Plug Power, H Power and Monmouth Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Plug Power, as amended (the "Merger
Agreement"). The acquisition was effected through a merger (the "Merger") of
Monmouth Acquisition Corp. with and into H Power, with H Power surviving the
Merger as a wholly-owned subsidiary of Plug Power.
Based upon the factors discussed in the Merger Agreement which were
utilized to determine the exchange ratio, each share of H Power common stock,
par value $0.001 per share ("H Power Common Stock"), outstanding immediately
prior to the effective time of the Merger is entitled to receive .8305 shares of
Plug Power common stock, par value $0.01 per share ("Plug Power Common Stock").
Any holder of H Power Common Stock who would otherwise be entitled to receive a
fraction of a share of Plug Power Common Stock will instead receive an amount of
cash equal to the product of such fraction and $5.08. Approximately 8.95 million
shares of Plug Power Common Stock will be issued in the Merger, bringing the
total number of shares of Plug Power Common Stock outstanding immediately
following the Merger to 60.0 million. Plug Power will issue the shares of Plug
Power Common Stock out of its authorized but unissued shares and will issue the
cash in lieu of fractional shares from its general working capital. The Merger
is being accounted for as a purchase transaction for accounting purposes.
The Merger Agreement was negotiated at arm's length between representatives
of Plug Power and representatives of H Power. Neither Plug Power nor any officer
or director of Plug Power was affiliated with or had a material relationship
with H Power.
A copy of the press release announcing the consummation of the Merger is
attached hereto as Exhibit 99.1 and is incorporated herein by reference in its
entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Business Acquired.
The financial statements of H Power required to be filed as part of
this report will be filed by Plug Power by amendment to this report
as soon as practicable, but no later than June 9, 2003.
(b) Pro Forma Financial Information.
The pro forma financial information required to be filed as part of
this report will be filed by Plug Power by amendment to this report
as soon as practicable, but no later than June 9, 2003.
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(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of November 11, 2002, by
and among Plug Power, H Power and Monmouth Acquisition Corp.
(incorporated by reference to Plug Power's Form 8-K filed with the
Securities and Exchange Commission on November 13, 2002).
2.2 First Amendment to Agreement and Plan of Merger, dated as of
November 26, 2002, by and among Plug Power, H Power and Monmouth
Acquisition Corp. (incorporated by reference to Plug Power's Form
S-4 filed with the Securities and Exchange Commission on November
27, 2002).
99.1 Press Release dated March 25, 2003.
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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.
Dated: March 27, 2003 PLUG POWER INC.
By: /s/ David A. Neumann
------------------------
David A. Neumann
Chief Financial Officer
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Exhibit Index
Exhibit No. Description
----------- -----------
Exhibit 2.1 Agreement and Plan of Merger, dated as of November 11,
2002, by and among Plug Power, H Power and Monmouth
Acquisition Corp. (incorporated by reference to Plug Power's
Form 8-K filed with the Securities and Exchange Commission on
November 13, 2002).
Exhibit 2.2 First Amendment to Agreement and Plan of Merger, dated as
of November 26, 2002, by and among Plug Power, H Power and
Monmouth Acquisition Corp. (incorporated by reference to Plug
Power's Form S-4 filed with the Securities and Exchange
Commission on November 27, 2002).
Exhibit 99.1 Press Release dated March 25, 2003.
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