Current Report Filing (8-k)
15 Dezember 2017 - 10:17PM
Edgar (US Regulatory)
UNITED STATES
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): December 14, 2017
FUELCELL
ENERGY, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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1-14204
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06-0853042
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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3 Great Pasture Road,
Danbury, Connecticut
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06810
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
¨
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))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 5.07
.
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Submission of Matters to a Vote of Security Holders
.
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On December 14, 2017,
FuelCell Energy, Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”). At
the Special Meeting, the Company’s shareholders voted on the following three proposals:
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(1)
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To approve, in accordance with NASDAQ Marketplace Rule 5635(d), the issuance of shares of the Company’s
common stock exceeding 19.9% of the number of shares outstanding on September 5, 2017, upon the conversion and/or redemption of
the Series C Convertible Preferred Stock issued in an underwritten offering in September 2017 (the “NASDAQ Marketplace Rule
Proposal”).
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The results
of the voting were as follows:
VOTES FOR: 15,293,216
VOTES AGAINST: 3,506,044
ABSTENTIONS: 483,330
BROKER NON-VOTES: 27,983,540
Accordingly,
the NASDAQ Marketplace Rule Proposal was approved. As noted in the definitive proxy statement for the Special Meeting, holders
of shares of the Company’s common stock issued upon conversion or redemption of the Series C Convertible Preferred Stock
prior to shareholder approval of the NASDAQ Marketplace Rule Proposal are not permitted, under the NASDAQ Marketplace Rules, to
vote such shares with respect to the NASDAQ Marketplace Rule Proposal. On or prior to the November 1, 2017 record date for the
Special Meeting, 524,006 shares of common stock had been issued upon conversion or redemption of the Series C Convertible Preferred
Stock to the holders of the Series C Convertible Preferred Stock. Of these issued shares,
279,522 shares abstained from
the vote on the
NASDAQ Marketplace Rule Proposal (according to information provided to the Company
by the applicable holder of Series C Convertible Preferred Stock). The Company is unable to determine the identity of the holders
of the remaining 244,484 shares of common stock or if such shares were voted with respect to the NASDAQ Marketplace Rule Proposal.
However, if those remaining shares are assumed to have been votes “FOR” the proposal and if they were excluded from
the vote total in accordance with the NASDAQ Marketplace Rules, the proposal would still have been approved.
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(2)
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To approve the amendment of the Company’s Certificate of Incorporation, as amended, to increase
the authorized common stock of the Company from 125,000,000 shares to 225,000,000 shares (the “Increase Authorized Shares
Proposal”).
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The results
of the voting were as follows:
VOTES FOR: 37,199,951
VOTES AGAINST: 9,716,566
ABSTENTIONS: 349,613
BROKER NON-VOTES: 0
Accordingly,
the Increase Authorized Shares Proposal was approved. The Company has filed a certificate of amendment in respect of the Increase
Authorized Shares Proposal with the Secretary of State of the State of Delaware.
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(3)
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To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if
there were not sufficient votes in favor of the NASDAQ Marketplace Rule Proposal (the “Adjournment Proposal”).
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The results
of the voting were as follows:
VOTES FOR: 15,417,766
VOTES AGAINST: 3,503,647
ABSTENTIONS: 361,177
BROKER NON-VOTES: 27,983,540
Accordingly,
the Adjournment Proposal was approved. However, because the NASDAQ Marketplace Rule Proposal was approved, adjournment of the Special
Meeting to solicit additional proxies was not necessary.
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Item 9.01
.
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Financial Statements and Exhibits
.
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Exhibit
Index
Exhibit
Number
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.
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FUELCELL ENERGY, INC.
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Date: December 15, 2017
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By:
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/s/ Michael S. Bishop
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Michael S. Bishop
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Senior Vice President, Chief Financial Officer and Treasurer
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