Current Report Filing (8-k)
12 Dezember 2019 - 2:07PM
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 11, 2019
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:
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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FCEL
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The Nasdaq Stock Market LLC
(Nasdaq Global Market)
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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. ☐
The Board of Directors (the “Board”) of FuelCell
Energy, Inc. (the “Company”) has decided to cancel the Special Meeting of Stockholders previously scheduled to be held
on Friday, December 13, 2019 at 10:00 a.m. Eastern Standard Time (the “Special Meeting”).
The Company originally scheduled the Special Meeting to consider
(i) a proposal to increase the number of authorized shares of common stock of the Company from 225,000,000 shares to 450,000,000
shares, (ii) a proposal to authorize the Board to effect a reverse stock split through an amendment to the Company’s Certificate
of Incorporation, as amended, and (iii) a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies.
As discussed in the definitive proxy statement for the Special Meeting, which was filed by the Company with the Securities and
Exchange Commission on November 6, 2019, one of the purposes of the proposed reverse stock split was to increase the closing bid
price of the Company’s common stock to a level satisfactory to regain compliance with the continued listing requirements
– in particular, the minimum bid price requirement – of the Nasdaq Global Market. To regain compliance with such requirement,
the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business
days by January 14, 2020.
The Company will continue to execute on its business plan
in support of organic growth, and will also explore other options available to it to meet the Nasdaq minimum bid price
requirement, including the submission of an application to transfer the listing of its common stock to The Nasdaq Capital
Market and requesting an additional 180-day period to meet the minimum bid price requirement.
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 12, 2019
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By:
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/s/ Michael S. Bishop
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Michael S. Bishop
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Executive Vice President and Chief Financial Officer
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