FORM 8-K/A

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

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 of Incorporation)

  

(Commission File Number)

  

(I.R.S. Employer 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)

 

Plug Power Inc. (“Plug Power”) hereby amends its Current Report on Form 8-K, dated March 27, 2003, in order to file the financial statements and the pro forma financial information required by Item 7 of Form 8-K.

 

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

 

  (a)   Financial Statements of the Business Acquired.

 

The financial statements of H Power Corp. required to be filed as part of this report on Form 8-K as required by Rule 3.05 of Regulation S-X are included in Exhibit 99.2 attached hereto and incorporated by reference.

 

  (b)   Pro Forma Financial Information.

 

The pro forma financial information required to be filed as part of this report Form 8-K as required by Article 11 of Regulation S-X is included in Exhibit 99.3 attached hereto and incorporated by reference.

 

  (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

 

    *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.

 

    23.1   Consent of PricewaterhouseCoopers LLP

 

  *99.1   Press Release dated March 25, 2003

 

    99.2   The consolidated balance sheets of H Power Corp. as of May 31, 2002 and 2001, and its results of operations and cash flows for each of the three years in the period ended May 31, 2002, are incorporated by reference to Plug Power’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (No. 333-101567).

 

    99.3   The Unaudited Pro Forma Condensed Combined Financial Information of Plug Power Inc. and H Power Corp. is incorporated by reference to Plug Power’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (No. 333-101567).
  *   Previously filed.

 

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: June 9, 2003

      

PLUG POWER INC.

           

By:

  

/s/    DAVID A. NEUMANN        

               

David A. Neumann

Chief Financial Officer

 

 

Exhibit Index

 

Exhibit No.
  

Description

  *2.1   Agreement and Plan of Merger, dated as of November 11, 2002, by and among Plug Power, H Power and Monmouth Acquisition Corp
  *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.
  23.1   Consent of PricewaterhouseCoopers LLP
*99.1   Press Release dated March 25, 2003.
  99.2   The consolidated balance sheets of H Power Corp. as of May 31, 2002 and 2001, and its results of operations and cash flows for each of the three years in the period ended May 31, 2002. (incorporated by reference to Plug Power’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (No. 333-101567)).
  99.3   The Unaudited Pro Forma Condensed Combined Financial Information of Plug Power Inc. and H Power Corp. (incorporated by reference to Plug Power’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (No. 333-101567)).

*Previously filed.