AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 2001
Registration Statement No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
PLUG POWER INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3672377
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
968 ALBANY-SHAKER ROAD
LATHAM, NY 12110
(518) 782-7700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1999 STOCK OPTION AND INCENTIVE PLAN
(Full title of the Plan)
____________________
ROGER SAILLANT
Chief Executive Officer
Plug Power Inc.
968 ALBANY-SHAKER ROAD
LATHAM, NY 12110
(518) 782-7700
(Name, Address and Telephone Number Including Area Code, of Agent for Service)
____________________
With a copy to:
ROBERT P. WHALEN, JR., P.C.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
____________________
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered (1) per Share (2) Price(2)(3) Registration Fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock,
$0.01 par value 3,637,439 $7.87 $28,626,644.93 $7,156.66
-----------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also relates to such indeterminate number of
additional shares of Plug Power Inc. Common Stock as may be required
pursuant the 1999 Stock Option and Incentive Plan in the event of a stock
dividend, reverse stock split, split-up, recapitalization, forfeiture of
stock under the plan or other similar event.
(2) Determined pursuant to Rule 457(h) under the under the Securities Act of
1933, as amended (the "Securities Act").
(3) This estimate is made pursuant to Rule 457(c) and (h) of the Securities Act
solely for the purposes of determining the amount of the registration fee.
Registration of Additional Securities
This registration statement on Form S-8 is being filed by Plug Power Inc. for
the purpose of registering an additional 3,637,439 shares of common stock, par
value $0.01, to be issued pursuant the Plug Power Inc. 1999 Stock Option and
Incentive Plan, as amended. The contents of Plug Power's registration statement
on Form S-8 (No. 333-90277) relating to the 1999 Stock Option and Incentive
Plan, filed on November 4, 1999, are incorporated by reference into this
registration statement in accordance with General Instruction E to Form S-8.
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed as part of this
Registration Statement.
Exhibits
--------
4.1 Plug Power Inc. 1999 Stock Option and Incentive Plan (incorporated by
reference to Exhibit 4.4 to the registrant's registration statement on
Form S-8 (No. 333-90277) filed on November 4, 1999).
4.2 Amendment to 1999 Stock Option and Incentive Plan.
5.1 Opinion of Goodwin Procter LLP as to the legality of the securities
being registered.
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on signature pages to this Registration
Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act, Plug Power Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Latham, New York on this 26th day of October, 2001.
Plug Power Inc.
By: /s/ Roger Saillant
----------------------
Date: October 26, 2001 Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Roger Saillant and Ana-Maria Galeano such
person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
---------------------------- ------------------------------------ --------------------------
/s/ Roger Saillant President, Chief Executive Officer October 26, 2001
---------------------------- (Principal Executive Officer) and
Roger Saillant Director
/s/ W. Mark Schmitz Vice President and Chief Financial October 25, 2001
---------------------------- Officer (Principal Financial
W. Mark Schmitz Officer)
/s/ David A. Neumann Corporate Controller (Principal October 26, 2001
---------------------------- Accounting Officer)
David A. Neumann
/s/ Anthony F. Earley, Jr. Director October 26, 2001
----------------------------
Anthony F. Earley, Jr.
S-1
SIGNATURE TITLE DATE
---------------------------- ------------------------------------ --------------------------
/s/ Larry G. Garberding Director October 22, 2001
----------------------------
Larry G. Garberding
/s/ Douglas T. Hickey Director October 26, 2001
----------------------------
Douglas T. Hickey
/s/ George C. McNamee Director October 26, 2001
----------------------------
George C. McNamee
/s/ Dr. Walter L. Robb Director October 23, 2001
----------------------------
Dr. Walter L. Robb
/s/ John G. Rice Director October 23, 2001
----------------------------
John G. Rice
/s/ John M. Shalikashvili Director October 20, 2001
----------------------------
John M. Shalikashvili
/s/ Anastasia M. Song Director October 26, 2001
----------------------------
Anastasia M. Song
S-2
EXHIBIT INDEX
Exhibit No. Description
----------- ---------------------------------------------------------------
4.1 Amendment to 1999 Stock Option and Incentive Plan (incorporated
by reference to Exhibit 4.4 to the registrant's registration
statement on Form S-8 (No. 333-90277) filed on November 4, 1999).
4.2 Amendment to 1999 Stock Option and Incentive Plan.
5.1 Opinion of Goodwin Procter LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on signature pages to this
Registration Statement).