UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended: October 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number: 0-24852
FUELCELL ENERGY, INC.
(Exact name of registrant as specified in its charter)
----------------------
Delaware 06-0853042
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3 Great Pasture Road
Danbury, Connecticut 06813
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (203) 825-6000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.|_|
The aggregate market value of voting stock held by non-affiliates of the
registrant was approximately $204,755,246, which is based on the closing price
of $ 46.00 on January 24, 2000. On January 24, 2000 there were 6,334,831 shares
of Common Stock of the registrant issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the
registrant's definitive proxy statement relating to its forthcoming 2000 Annual
Meeting of Stockholders to be filed not later than 120 days after the end of
registrant's fiscal year ended October 31, 1999 is incorporated by reference in
Part III of this Report on Form 10-K ANNUAL REPORT
The purpose of this amendment is to replace the last two paragraphs of Part
I "Partnerships, Joint Ventures and Licenses-DaimlerChrysler subsidiary
MTU-Friedrichshafen GmbH" with the paragraphs set forth below. This amendment
also corrects the reference in Part IV, exhibit 3.2 filed with the Company's
Form 10-K for fiscal year ended October 31, 1999.
The 1989 MTU Agreement was replaced in December of 1999 with a revised MTU
Agreement. Pursuant to the terms of the new MTU Agreement, the Company has
granted to MTU an exclusive license to use the Company's DFC(TM) patent rights
and know how in Europe and the Middle East and a non-exclusive license in South
America and Africa subject to certain rights of the Company and others. MTU has
agreed to make any improvements to the Company's DFC(TM) available to the
Company. MTU plans to conduct further research, development, manufacturing and
marketing programs in the area of carbonate fuel cell technology and has agreed
to negotiate a license grant of the results to the Company. In addition, MTU has
agreed to pay a royalty based on kilowatts of electrical generating capacity
using the Company's DFC(TM) made or sold by MTU or its permitted licensees,
including a minimum annual royalty commencing in 2000.
During 1999, the Company delivered fuel cell assemblies to MTU for a field
demonstration of the Hot Module design at the municipal utility in Bielefeld,
Germany. In calendar 2000, the Company expects to demonstrate a Hot Module unit,
using Company-manufactured fuel cell assemblies, in the United States, at a site
yet to be determined. MTU buys its fuel cell assemblies from the Company and has
ordered fuel cell assemblies from the Company for two other power plants to be
delivered in 2000. The Company anticipates that MTU will continue to purchase
fuel cell assemblies from it for the foreseeable future.
(A) (3) EXHIBITS
(A) (3) EXHIBITS TO THE 10-K
Method of
Exhibit No. Description Filing
- ------------------------------------------------------------------------------------------------------------------------
3.2 Restated By-Laws of the Registrant, dated July 13,1999 (incorporated by reference
to exhibit of the same number contained in the Company's 8-K dated September 21,
1999)
PART IV
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FUELCELL ENERGY, INC.
/s/ Jerry D. Leitman
- ---------------------------------------------
Jerry D. Leitman, President
Dated: January 31, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons, on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Capacity Date
Chief Executive Officer, President, Director January 31, 2000
(Principal Executive Officer)
/s/ Jerry D. Leitman
- ---------------------------------------------
Jerry D. Leitman
Chief Financial Officer, Vice President, January 31, 2000
Corporate Secretary, Treasurer (Principal
Accounting and Financial Officer)
/s/ Joseph G. Mahler
- ---------------------------------------------
Joseph G. Mahler
/s/ Warren D. Bagatelle Director January 31, 2000
- ---------------------------------------------
Warren D. Bagatelle
/s/ Christopher R. Bentley Director January 31, 2000
- ---------------------------------------------
Christopher R. Bentley
/s/ Michael Bode Director January 31, 2000
- ---------------------------------------------
Michael Bode
/s/ James D. Gerson Director January 31, 2000
- ---------------------------------------------
James D. Gerson
/s/ Thomas L. Kempner Director January 31, 2000
- ---------------------------------------------
Thomas L. Kempner
/s/ William A. Lawson Director January 31, 2000
- ---------------------------------------------
William A. Lawson
/s/ Hansraj C. Maru Director January 31, 2000
- ---------------------------------------------
Hansraj C. Maru
Director January 31, 2000
- ---------------------------------------------
Bernard S. Baker
Director January 31, 2000
- ---------------------------------------------
Richard M. H. Thompson