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buyonecheaper 26 posts  |  Last Activity: Dec 16, 2014 8:24 AM Member since: Mar 23, 2000
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  • buyonecheaper by buyonecheaper Dec 16, 2014 8:24 AM Flag

    As filed with the Securities and Exchange Commission on December 12, 2014

    Registration No. 333-


    UNITED STATES
    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
    (State or Other Jurisdiction
    of Incorporation or Organization)

    22-3672377
    (I.R.S. Employer Identification No.)

    968 Albany-Shaker Road
    Latham, NY 12110
    (Address of Principal Executive Offices)

    PLUG POWER INC.
    AMENDED AND RESTATED 2011 STOCK OPTION AND INCENTIVE PLAN
    (Full Title of the Plan)


    Andrew Marsh
    President and Chief Executive Officer
    Plug Power Inc.
    968 Albany-Shaker Road
    Latham, New York 12110
    (518) 782-7700
    (Name and Address of Agent For Service)

    With a copy to:

    Robert P. Whalen, Jr.
    Goodwin Procter LLP
    Exchange Place
    53 State Street
    Boston, Massachusetts 02109-2881
    (617) 570-1000

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

    Large accelerated filer o

    Accelerated filer o



    Non-accelerated filer x
    (Do not check if a smaller reporting company)

    Smaller reporting company o

    CALCULATION OF REGISTRATION FEE

    Title of Securities
    to be Registered

    Amount
    to be
    Registered(1)

    Proposed Maximum
    Offering Price
    per Share

    Proposed Maximum
    Aggregate
    Offering Price

    Amount of
    Registration
    Fee

    Common Stock, $0.01 par value per share(2)

    16,000,000
    (3)
    $
    3.10
    (4)
    $
    49,600,000
    (4)
    $
    5,763.52

    (1) This Registration Statement relates to 16,000,000 shares of Common Stock, par value $0.01 per share, of Plug Power Inc. (“Common Stock”) that may be issued under the Plug Power Inc. Amended and Restated 2011 Stock Option and Incentive Plan (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock.

    (2) This Registration Statement also relates to the rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Registrant that are attached to all shares of Common Stock issued pursuant to the terms of the Registrant’s Shareholder Rights Agreement, dated as of June 23, 2009, as amended. Until the occurrence of certain prescribed events, the rights are not exercisable, are evidenced by the certificates for the Common Stock and will be transferred with and only with such Common Stock. Because no separate consideration is paid for the rights, the registration fee therefore is included in the fee for the Common Stock.

    (3) Represents 16,000,000 additional shares of Common Stock authorized to be issued under the Plan. Shares available for issuance under the Plan were initially registered on a Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 29, 2011 (File No. 333-175907). There are an aggregate of 17,000,000 shares of Common Stock authorized under the Plan. Certain restricted share units and options have been issued but not exercised under the Plan prior to amendment.

    (4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act, based on the average of the high and low sales prices on the NASDAQ Capital Market on December 11, 2014, rounded to the nearest cent.


    Proposed sales to take place as soon after the effective date of the Registration Statement as awards are granted, exercised or distributed under the above-named plans.





    NOTE

    This Registration Statement on Form S-8 registers 16,000,000 additional shares of Common Stock which may be acquired pursuant to the Plan. The securities subject to this Registration Statement are of the same class as other securities for which the Registrant previously filed a Registration Statement on Form S-8 under the Securities Act registering the issuance of shares of Common Stock under the Plan. Accordingly, the contents of the Registrant’s Registration Statement on Form S-8, File No. 333-175907, as filed with the Securities and Exchange Commission (the “Commission”) on July 29, 2011, are hereby incorporated by reference pursuant to General Instruction E to Form S-8. After giving effect to this Registration Statement, an aggregate of 17,000,000 shares of the Registrant’s Common Stock have been registered for issuance under the Plan.

    Part I

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission.

    Part II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3. Incorporation of Documents by Reference.

    The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

    (a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Commission on March 31, 2014, as amended by the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2013, filed with the Commission on April 22, 2014;
    (b) The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, filed with the Commission on May 15, 2014, Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2014, filed with the Commission on August 14, 2014, and Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, filed with the Commission on November 14, 2014;
    (c) The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 10, 2014, January 15, 2014, March 6, 2014, March 11, 2014, April 3, 2014, April 23, 2014, April 25, 2014, April 30, 2014, July 25, 2014, September 5, 2014, November 12, 2014, November 12,2014 and December 8, 2014, and the Amended Current Report on Form 8-K/A, filed with the Commission on June 16, 2014;
    (d) The Registrant’s Registration Statement on Form S-8, filed with the Commission on July 29, 2011;
    (e) The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Statement on Form 8-A, filed with the Commission pursuant to Section 12(g) of the Exchange Act on October 1, 1999; and
    (f) The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Statement on Form 8-A, filed with the Commission pursuant to Section 12(g) of the Exchange Act on June 24, 2009, as amended by the Registrant’s Registration Statements on Form 8-A/A, filed with the Commission pursuant to Section 12(b) of the Exchange Act on May, 6, 2011, March 16, 2012, March 23, 2012, February 12, 2013 and May 8, 2013.

    In addition, all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

    2


    Item 8. Exhibits.

    See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.

    SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 the City of Albany, State of New York, on December 10, 2014.



    PLUG POWER INC.



    By:
    /s/ Andrew Marsh


    Andrew Marsh


    President, Chief Executive Officer and Director

    POWER OF ATTORNEY AND SIGNATURES

    We, the undersigned officers and directors of Plug Power Inc., hereby severally constitute and appoint Andrew Marsh and Gerard L. Conway. Jr., and each of them singly, our true and lawful attorneys, with full power to sign for us in our names in the capacities indicated below, any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in our capacities as officers and directors to enable Plug Power Inc. to comply with the provisions of the Securities Act of 1933, as amended, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and all amendments thereto.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the dates indicated below.

    Name

    Title

    Date





    /s/ Andrew Marsh

    President, Chief Executive Officer and Director

    December 10, 2014
    Andrew Marsh

    (Principal Executive Officer)







    /s/ Paul Middleton

    Chief Financial Officer

    December 10, 2014
    Paul Middleton

    (Principal Financial Officer)







    /s/ Jill McCoskey

    Chief Accounting Officer

    December 10, 2014
    Jill McCoskey

    (Principal Accounting Officer)







    /s/ George C. McNamee

    Chairman of the Board of Directors

    December 10, 2014
    George C. McNamee









    /s/ Larry G. Garberding

    Director

    December 10, 2014
    Larry G .Garberding









    /s/ Gary K. Willis

    Director

    December 10, 2014
    Gary K. Willis









    /s/ Maureen O. Helmer

    Director

    December 10, 2014
    Maureen O. Helmer









    /s/ Douglas T. Hickey

    Director

    December 10, 2014
    Douglas T. Hickey









    /s/ Johannes M. Roth

    Director

    December 10, 2014
    Johannes M. Roth





    3


    /s/ Gregory L. Kenausis

    Director

    December 10, 2014
    Gregory L. Kenausis









    /s/ Xavier Pontone

    Director

    December 10, 2014
    Xavier Pontone





    4


    EXHIBIT INDEX

    Exhibit
    No.

    Description
    4.1

    Amended and Restated Certificate of Incorporation of Plug Power Inc. (incorporated by reference from the Company’s Annual Report on 10-K for the period ended December 31, 2008).
    4.2

    Certificate of Amendment to Certificate of Incorporation of Plug Power Inc. (incorporated by reference from the Company’s Current Report on 8-K filed with the Commission on November 2, 2009).
    4.3

    Second Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 19. 2011).
    4.4

    Third Amended and Restated By-laws of Plug Power Inc. (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on October 28, 2009).
    4.5

    Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of Plug Power Inc. classifying and designating the Series A Junior Participating Cumulative Preferred Stock incorporated by reference from the Company’s Registration Statement on Form 8-A dated June 24, 2009).
    4.6

    Certificate of Designations of Series C Redeemable Preferred Stock of Plug Power Inc. (incorporated by reference from the Company’s Current Report on 8-K filed with the Commission on May 20, 2013).
    4.7

    Specimen certificate for shares of common stock, $0.01 par value, of Plug Power Inc. (incorporated by reference from the Company’s Registration Statement on Form S-1/A (File No. 333-86089) filed with the Commission on October 1, 1999).
    4.8

    Shareholder Rights Agreement, dated as of June 23, 2009, between Plug Power Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent. (incorporated by reference from the Company’s Registration Statement on Form 8-A dated June 24, 2009).
    4.9

    Amendment, dated as of May 6, 2011, to the Shareholder Rights Agreement by and between the Company and American Stock Transfer & Trust Company LLC, as Rights Agent (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 6, 2011).
    4.10

    Amendment No. 2, dated as of March 16, 2012, to the Shareholder Rights Agreement by and between the Company and American Stock Transfer & Trust Company LLC, as Rights Agent (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on March 19, 2012).
    4.11

    Amendment No. 3, dated as of March 23, 2012, to the Shareholder Rights Agreement by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on March 26, 2012).
    4.12

    Amendment No. 4, dated as of February 12, 2013, to the Shareholder Rights Agreement by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on February 13, 2013).
    4.13

    Amendment No. 5, dated as of May 8, 2013, to the Shareholder Rights Agreement by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 8, 2013).
    4.14

    2011 Stock Option and Incentive Plan (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 13. 2011).
    4.15

    Amended and Restated 2011 Stock Option and Incentive Plan (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on July 25, 2014).
    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 KPMG LLP.
    24.1*

    Power of Attorney (included as part of the signature page to this Registration Statement).

    * Filed herewith.

    5
    Exhibit 5.1

    December 11, 2014

    Plug Power Inc.
    968 Albany-Shaker Road
    Latham, New York 12110

    Re: Securities Being Registered under Registration Statement on Form S-8

    Ladies and Gentlemen:

    We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 16,000,000 shares (the “Shares”) of Common Stock, $0.01 par value per share, of Plug Power Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2011 Amended and Restated Stock Option and Incentive Plan (the “Plan”).

    We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

    The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).

    For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.

    Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

    We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.


    Very truly yours,



    /s/ Goodwin Procter LLP



    GOODWIN PROCTER LLP

    Exhibit 23.2

    KPMG LLP
    515 Broadway
    Albany, NY 12207-2974

    Consent of Independent Registered Public Accounting Firm

    The Board of Directors
    Plug Power, Inc.:

    We consent to the use of our report dated March 31, 2014, with respect to the consolidated balance sheets of Plug Power Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive loss, stockholders’ (deficit) equity, and cash flows for each of the years in the three-year period ended December 31, 2013, incorporated by reference in this Registration Statement on Form S-8 of Plug Power Inc. related to the registration of shares for the Plug Power Inc. Amended and Restated 2011 Stock Option and Incentive Plan.


    /s/ KPMG LLP

    Albany, New York
    December 11, 2014


    As filed with the Securities and Exchange Commission on December 12, 2014

    Registration No. 333-


    UNITED STATES
    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
    (State or Other Jurisdiction
    of Incorporation or Organization)

    22-3672377
    (I.R.S. Employer Identification No.)

    968 Albany-Shaker Road
    Latham, NY 12110
    (Address of Principal Executive Offices)

    PLUG POWER INC.
    AMENDED AND RESTATED 2011 STOCK OPTION AND INCENTIVE PLAN
    (Full Title of the Plan)


    Andrew Marsh
    President and Chief Executive Officer
    Plug Power Inc.
    968 Albany-Shaker Road
    Latham, New York 12110
    (518) 782-7700
    (Name and Address of Agent For Service)

    With a copy to:

    Robert P. Whalen, Jr.
    Goodwin Procter LLP
    Exchange Place
    53 State Street
    Boston, Massachusetts 02109-2881
    (617) 570-1000

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

    Large accelerated filer o

    Accelerated filer o



    Non-accelerated filer x
    (Do not check if a smaller reporting company)

    Smaller reporting company o

    CALCULATION OF REGISTRATION FEE

    Title of Securities
    to be Registered

    Amount
    to be
    Registered(1)

    Proposed Maximum
    Offering Price
    per Share

    Proposed Maximum
    Aggregate
    Offering Price

    Amount of
    Registration
    Fee

    Common Stock, $0.01 par value per share(2)

    16,000,000
    (3)
    $
    3.10
    (4)
    $
    49,600,000
    (4)
    $
    5,763.52

    (1) This Registration Statement relates to 16,000,000 shares of Common Stock, par value $0.01 per share, of Plug Power Inc. (“Common Stock”) that may be issued under the Plug Power Inc. Amended and Restated 2011 Stock Option and Incentive Plan (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock.

    (2) This Registration Statement also relates to the rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Registrant that are attached to all shares of Common Stock issued pursuant to the terms of the Registrant’s Shareholder Rights Agreement, dated as of June 23, 2009, as amended. Until the occurrence of certain prescribed events, the rights are not exercisable, are evidenced by the certificates for the Common Stock and will be transferred with and only with such Common Stock. Because no separate consideration is paid for the rights, the registration fee therefore is included in the fee for the Common Stock.

    (3) Represents 16,000,000 additional shares of Common Stock authorized to be issued under the Plan. Shares available for issuance under the Plan were initially registered on a Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 29, 2011 (File No. 333-175907). There are an aggregate of 17,000,000 shares of Common Stock authorized under the Plan. Certain restricted share units and options have been issued but not exercised under the Plan prior to amendment.

    (4) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act, based on the average of the high and low sales prices on the NASDAQ Capital Market on December 11, 2014, rounded to the nearest cent.


    Proposed sales to take place as soon after the effective date of the Registration Statement as awards are granted, exercised or distributed under the above-named plans.





    NOTE

    This Registration Statement on Form S-8 registers 16,000,000 additional shares of Common Stock which may be acquired pursuant to the Plan. The securities subject to this Registration Statement are of the same class as other securities for which the Registrant previously filed a Registration Statement on Form S-8 under the Securities Act registering the issuance of shares of Common Stock under the Plan. Accordingly, the contents of the Registrant’s Registration Statement on Form S-8, File No. 333-175907, as filed with the Securities and Exchange Commission (the “Commission”) on July 29, 2011, are hereby incorporated by reference pursuant to General Instruction E to Form S-8. After giving effect to this Registration Statement, an aggregate of 17,000,000 shares of the Registrant’s Common Stock have been registered for issuance under the Plan.

    Part I

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission.

    Part II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3. Incorporation of Documents by Reference.

    The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

    (a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Commission on March 31, 2014, as amended by the Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2013, filed with the Commission on April 22, 2014;
    (b) The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, filed with the Commission on May 15, 2014, Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2014, filed with the Commission on August 14, 2014, and Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, filed with the Commission on November 14, 2014;
    (c) The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 10, 2014, January 15, 2014, March 6, 2014, March 11, 2014, April 3, 2014, April 23, 2014, April 25, 2014, April 30, 2014, July 25, 2014, September 5, 2014, November 12, 2014, November 12,2014 and December 8, 2014, and the Amended Current Report on Form 8-K/A, filed with the Commission on June 16, 2014;
    (d) The Registrant’s Registration Statement on Form S-8, filed with the Commission on July 29, 2011;
    (e) The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Statement on Form 8-A, filed with the Commission pursuant to Section 12(g) of the Exchange Act on October 1, 1999; and
    (f) The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Statement on Form 8-A, filed with the Commission pursuant to Section 12(g) of the Exchange Act on June 24, 2009, as amended by the Registrant’s Registration Statements on Form 8-A/A, filed with the Commission pursuant to Section 12(b) of the Exchange Act on May, 6, 2011, March 16, 2012, March 23, 2012, February 12, 2013 and May 8, 2013.

    In addition, all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

    2


    Item 8. Exhibits.

    See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.

    SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 the City of Albany, State of New York, on December 10, 2014.



    PLUG POWER INC.



    By:
    /s/ Andrew Marsh


    Andrew Marsh


    President, Chief Executive Officer and Director

    POWER OF ATTORNEY AND SIGNATURES

    We, the undersigned officers and directors of Plug Power Inc., hereby severally constitute and appoint Andrew Marsh and Gerard L. Conway. Jr., and each of them singly, our true and lawful attorneys, with full power to sign for us in our names in the capacities indicated below, any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in our capacities as officers and directors to enable Plug Power Inc. to comply with the provisions of the Securities Act of 1933, as amended, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and all amendments thereto.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the dates indicated below.

    Name

    Title

    Date





    /s/ Andrew Marsh

    President, Chief Executive Officer and Director

    December 10, 2014
    Andrew Marsh

    (Principal Executive Officer)







    /s/ Paul Middleton

    Chief Financial Officer

    December 10, 2014
    Paul Middleton

    (Principal Financial Officer)







    /s/ Jill McCoskey

    Chief Accounting Officer

    December 10, 2014
    Jill McCoskey

    (Principal Accounting Officer)







    /s/ George C. McNamee

    Chairman of the Board of Directors

    December 10, 2014
    George C. McNamee









    /s/ Larry G. Garberding

    Director

    December 10, 2014
    Larry G .Garberding









    /s/ Gary K. Willis

    Director

    December 10, 2014
    Gary K. Willis









    /s/ Maureen O. Helmer

    Director

    December 10, 2014
    Maureen O. Helmer









    /s/ Douglas T. Hickey

    Director

    December 10, 2014
    Douglas T. Hickey









    /s/ Johannes M. Roth

    Director

    December 10, 2014
    Johannes M. Roth





    3


    /s/ Gregory L. Kenausis

    Director

    December 10, 2014
    Gregory L. Kenausis









    /s/ Xavier Pontone

    Director

    December 10, 2014
    Xavier Pontone





    4


    EXHIBIT INDEX

    Exhibit
    No.

    Description
    4.1

    Amended and Restated Certificate of Incorporation of Plug Power Inc. (incorporated by reference from the Company’s Annual Report on 10-K for the period ended December 31, 2008).
    4.2

    Certificate of Amendment to Certificate of Incorporation of Plug Power Inc. (incorporated by reference from the Company’s Current Report on 8-K filed with the Commission on November 2, 2009).
    4.3

    Second Certificate of Amendment of Amended and Restated Certificate of Incorporation of Plug Power Inc. (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 19. 2011).
    4.4

    Third Amended and Restated By-laws of Plug Power Inc. (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on October 28, 2009).
    4.5

    Certificate of Designations, Preferences and Rights of a Series of Preferred Stock of Plug Power Inc. classifying and designating the Series A Junior Participating Cumulative Preferred Stock incorporated by reference from the Company’s Registration Statement on Form 8-A dated June 24, 2009).
    4.6

    Certificate of Designations of Series C Redeemable Preferred Stock of Plug Power Inc. (incorporated by reference from the Company’s Current Report on 8-K filed with the Commission on May 20, 2013).
    4.7

    Specimen certificate for shares of common stock, $0.01 par value, of Plug Power Inc. (incorporated by reference from the Company’s Registration Statement on Form S-1/A (File No. 333-86089) filed with the Commission on October 1, 1999).
    4.8

    Shareholder Rights Agreement, dated as of June 23, 2009, between Plug Power Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent. (incorporated by reference from the Company’s Registration Statement on Form 8-A dated June 24, 2009).
    4.9

    Amendment, dated as of May 6, 2011, to the Shareholder Rights Agreement by and between the Company and American Stock Transfer & Trust Company LLC, as Rights Agent (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 6, 2011).
    4.10

    Amendment No. 2, dated as of March 16, 2012, to the Shareholder Rights Agreement by and between the Company and American Stock Transfer & Trust Company LLC, as Rights Agent (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on March 19, 2012).
    4.11

    Amendment No. 3, dated as of March 23, 2012, to the Shareholder Rights Agreement by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on March 26, 2012).
    4.12

    Amendment No. 4, dated as of February 12, 2013, to the Shareholder Rights Agreement by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on February 13, 2013).
    4.13

    Amendment No. 5, dated as of May 8, 2013, to the Shareholder Rights Agreement by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 8, 2013).
    4.14

    2011 Stock Option and Incentive Plan (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 13. 2011).
    4.15

    Amended and Restated 2011 Stock Option and Incentive Plan (incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on July 25, 2014).
    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 KPMG LLP.
    24.1*

    Power of Attorney (included as part of the signature page to this Registration Statement).

    * Filed herewith.

    5
    Exhibit 5.1

    December 11, 2014

    Plug Power Inc.
    968 Albany-Shaker Road
    Latham, New York 12110

    Re: Securities Being Registered under Registration Statement on Form S-8

    Ladies and Gentlemen:

    We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 16,000,000 shares (the “Shares”) of Common Stock, $0.01 par value per share, of Plug Power Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2011 Amended and Restated Stock Option and Incentive Plan (the “Plan”).

    We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

    The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).

    For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.

    Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

    We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.


    Very truly yours,



    /s/ Goodwin Procter LLP



    GOODWIN PROCTER LLP

    Exhibit 23.2

    KPMG LLP
    515 Broadway
    Albany, NY 12207-2974

    Consent of Independent Registered Public Accounting Firm

    The Board of Directors
    Plug Power, Inc.:

    We consent to the use of our report dated March 31, 2014, with respect to the consolidated balance sheets of Plug Power Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive loss, stockholders’ (deficit) equity, and cash flows for each of the years in the three-year period ended December 31, 2013, incorporated by reference in this Registration Statement on Form S-8 of Plug Power Inc. related to the registration of shares for the Plug Power Inc. Amended and Restated 2011 Stock Option and Incentive Plan.


    /s/ KPMG LLP

    Albany, New York
    December 11, 2014
    Common Stock, $0.01 par value per share(2)

    16,000,000
    (3)
    $
    3.10
    (4)
    $
    49,600,000
    (4)
    $
    5,763.52

    http://archive.fast-edgar.com/20141212/A8A2G22C8Z22L9ZU22ZU2ZZZCAPM72R2Z26G

  • buyonecheaper buyonecheaper Dec 8, 2014 12:18 PM Flag

    Wow you can't even do simple math. Your brain is short.

  • Reply to

    Report

    by buyonecheaper Nov 20, 2014 4:05 PM
    buyonecheaper buyonecheaper Dec 5, 2014 9:45 AM Flag

    Well now just a short time after I posted the warning NSU @ 3.72
    Is this a better entry, maybe lower though.

  • buyonecheaper by buyonecheaper Dec 1, 2014 3:23 PM Flag

    Is a new order from ReLiOn coming? AVA meeting with PLUG in Spokane tomorrow.

  • Reply to

    Report

    by buyonecheaper Nov 20, 2014 4:05 PM
    buyonecheaper buyonecheaper Nov 21, 2014 6:22 AM Flag

    That would be determined by the Court.

  • buyonecheaper by buyonecheaper Nov 20, 2014 4:05 PM Flag

    Canadian Mining Company Nevsun Resources Accused of Complicity in Torture, Slavery, and Crimes against Humanity in New Lawsuit
    BUSINESS WIRE 3:34 PM ET 11/20/2014
    Symbol Last Price Change
    NSU 4.19up +0.44 (+11.73%)
    QUOTES AS OF 03:46:35 PM ET 11/20/2014
    VANCOUVER, British Columbia--(BUSINESS WIRE)-- Canadian mining company Nevsun Resources Ltd.(NSU) is being sued for complicity in torture, forced labour, slavery, and crimes against humanity, according to a new lawsuit filed in British Columbia.

    Earlier today, three plaintiffs filed suit in the Supreme Court of British Columbia against Nevsun, a Vancouver-based international mining company whose primary operation is its Bisha mine in western Eritrea (“Bisha Mine”). The plaintiffs allege that they and other Eritreans were forced to work against their will on the construction of the mine.

    The Bisha Mine is a gold, copper, and zinc mine owned and operated by Bisha Mining Share Company (BMSC), a majority-owned, indirect subsidiary of Nevsun. The Eritrean government holds a 40% stake in BMSC through the state-owned Eritrean National Mining Corporation (ENAMCO).

  • Reply to

    Once Again

    by buyonecheaper Nov 20, 2014 11:18 AM
    buyonecheaper buyonecheaper Nov 20, 2014 11:50 AM Flag

    They were statements made by the CEO. It is so simple, why haven't they happened? The last was just a "Press Release" away. NO PR YET!

  • buyonecheaper by buyonecheaper Nov 20, 2014 11:18 AM Flag

    where is the 30 million, and addionally where is the 20 million Relion deal?

    where where where

  • buyonecheaper by buyonecheaper Nov 7, 2014 10:06 AM Flag

    Green hydrogen is key

    Designed and commissioned by the SWISH2 consortium, the new state-of-the-art facility is located at the Honda of the UK Manufacturing site on the outskirts of Swindon. The ‘green’ hydrogen is generated onsite using an electrolyser powered by solar energy, to make this a completely zero-carbon hydrogen production facility.

    The consortium comprises BOC, Honda, van operators Commercial Group and Swindon Borough Council, stationary unit integrator Fuel Cell Systems, forklift company Briggs Equipment, and Revolve Technologies, which converted the vans to run on hydrogen.

    The consortium worked together to secure funding from the Technology Strategy Board (now Innovate UK), and to design and commission the facility.

    Using a PEM fuel cell to provide both power and heat to a building is a notable first in this power range. The project benefited from our previous experiences of using hydrogen produced onsite for infrastructure power.
    Karen Sperrey, Operations Director at Fuel Cell Systems
    Fuel cell powered forklifts

    The hydrogen from the main refueling station is also supplied via an underground pipeline to a smaller refueling station inside a nearby factory building.

    This hydrogen station is used to refuel two fuel cell powered Yale forklifts, supplied by Briggs Equipment and powered by Plug Power fuel cell modules.

  • Reply to

    Interesting Tid bit

    by zkeithnewman Oct 31, 2014 5:10 AM
    buyonecheaper buyonecheaper Oct 31, 2014 6:24 AM Flag

    Praxair produces and transports H. Explain the deal with PLUG.

  • Reply to

    IMMINENT ANNOUNCEMENT!!!!!!!

    by white_knignt_in_texas Oct 29, 2014 8:57 AM
    buyonecheaper buyonecheaper Oct 29, 2014 9:03 AM Flag

    Throttle back on the drugs bub!

  • Reply to

    GSF new customer

    by buyonecheaper Oct 23, 2014 10:23 AM
    buyonecheaper buyonecheaper Oct 24, 2014 9:23 AM Flag

    It amazes me how your post shows lack of any D/D. In the link if you could find it and even read it you would see the Plug and ReLion icons. Your loss!

  • Reply to

    GSF new customer

    by buyonecheaper Oct 23, 2014 10:23 AM
    buyonecheaper buyonecheaper Oct 23, 2014 10:30 AM Flag

    More of article:

    MCCOOK, Ill — Golden State Foods (GSF) hosted a grand opening ceremony for its new 158,000 square-foot Chicago distribution center yesterday, inviting guests to tour and experience the facility’s innovative features. The new building now serves more than 460 McDonald’s customers in the Chicago and Northwest Indiana market and will be the first center within GSF and the McDonald’s distribution community to be LEED Gold Certified.

    “We are so proud to unveil our latest distribution center in Chicago,” said Mark Wetterau, CEO of Golden State Foods. “The new building is a milestone in our larger goals toward environmental sustainability and excellent customer service and will serve as a benchmark for future and existing facilities within the GSF distribution community.”

    The new, state-of-the-art Chicago distribution center replaces its former location in Lemont and provides additional storage space within the facility. The center strives to reduce diesel consumption with electric stand-by power for outbound trailers and is using rainwater for irrigation purposes. In addition, the facility is utilizing hydrogen power, clear panel windows, LED lighting, and a highly efficient Cascade refrigeration system.

  • buyonecheaper by buyonecheaper Oct 23, 2014 10:23 AM Flag

    From an article on new facility at Golden State Foods. A new customer for both ReliOn and PLUG.

    The new center is ISO 14001 certified, and has a robust set of standards that focuses on GSF’s environmental management systems, sustainability and recycling programs, conservation, compliance and waste diversion. It also has begun operating an automated truck wash that is equipped with an auto-recovery system to minimize water consumption. With the goal of reducing dependence on electricity, the new hydrogen generation plant was completed last month. This system implements hydrogen fuel cells as an alternative energy source for forklift and pallet jack equipment operation, replacing the use of traditional batteries and chargers.

    GSF hosted almost 200 guests, including valued McDonald’s team members and customers, who toured the new, state-of-the-art facility and participated in a ribbon-cutting and reception. Guests also had the opportunity to experience the new test kitchen, run by GSF Chef Glenn Lewis from Conyers. The large on-site kitchen will serve to engage GSF’s customers in the development of new products and ideas proposed by associates.

    Speakers at the grand opening included Jeff Tobolski, Mayor of McCook, Mark Wetterau, CEO of Golden State Foods, Wayne Luter, General Manager of the new McCook location and Bob Stewart of the McDonald’s U.S. Field and Supply Chain Services. Stewart, speaking on behalf of McDonald’s customers, was especially pleased by the advances made in the new facility.

  • buyonecheaper buyonecheaper Oct 16, 2014 8:57 AM Flag

    Yeah maybe another 30 mil ghost order will be announced by the ceo

  • buyonecheaper buyonecheaper Oct 15, 2014 2:30 PM Flag

    Going lower. PLUG will follow the market lower.!

  • Reply to

    Incredibly low volume today

    by solostockshark Oct 15, 2014 12:52 PM
    buyonecheaper buyonecheaper Oct 15, 2014 1:26 PM Flag

    Oh no another 30 mil deal like the last one?

  • buyonecheaper buyonecheaper Oct 8, 2014 8:00 AM Flag

    Are those sales the 30 mil deal? Oops what 30 mil sale? Just more fiction!

  • buyonecheaper buyonecheaper Oct 7, 2014 8:32 AM Flag

    Try posting something new for a change! Like what happened to that 30 mil supposed new contract?

  • Reply to

    30 mil deal

    by buyonecheaper Oct 6, 2014 9:43 AM
    buyonecheaper buyonecheaper Oct 6, 2014 11:21 AM Flag

    psssst.... Stick and stay, and watch shorts PAY!!!! Less

    oops not today
    sell and stay away!!!!!

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