UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2010
FUELCELL
ENERGY, INC.
(Exact name of registrant as specified in its charter)
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| 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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06813 |
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(Zip Code) |
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 2.02. |
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Results of Operations and Financial Condition. |
FuelCell Energy, Inc. (the “Company”) is filing this Form 8-K/A to amend the Company’s Current
Report on Form 8-K, originally filed with the Securities and Exchange Commission on December 11,
2009 (the “Original Filing”), furnishing a copy of the Company’s fiscal fourth quarter earnings
release, dated December 9, 2009.
Subsequent to the Original Filing, the Company determined, as a result of meetings of the
FuelCell Energy, Inc. Compensation Committee of the Board of Directors on December 15, 2009 which
culminated in a decision by the Committee on January 7, 2010, that the fiscal 2009 year end
employee bonus accrual should be adjusted downward by $0.6 million. This adjustment was based on a
review of Company results and the Committee’s discretion in evaluating performance against the
range of pre-established milestones. As this adjustment relates to fiscal 2009 performance, the
Company is revising its previously released financial statements in
anticipation of the filing of
its Annual Report on Form 10-K for the fiscal year ended
October 31, 2009. The Form 10-K will be filed with the
Securities and Exchange Commission on January 14, 2010.
This Form 8-K/A amendment filing provides updated financial statements as Exhibit 99.1. The
amended financial tables for fiscal 2009 replace the financial tables in the Original Filing and
the press release in their entirety. The 2008 financial tables have not been amended.
The bonus accrual reduction results in a decrease to cost of sales and the related product
cost-to-revenue ratio, cost of research and development contracts, administrative and selling
expenses, and research and development expenses, net loss to common shareholders and loss per basic
and diluted shares. The changes to the press release Financial Results disclosures are as follows:
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The Company’s product cost-to-revenue ratio for the fiscal fourth quarter of 2009 becomes
1.39-to-1 from 1.40-to-1 reported in the Original Filing. Net loss to common shareholders
for the fourth quarter of 2009 was $15.6 million or $0.20 per basic and diluted share
(compared to a net loss to common shareholders of $16.2 million or $0.21 per basic and
diluted share in the Original Filing). |
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For fiscal 2009, the product cost-to-revenue ratio was unchanged from the Original Filing.
Net loss to common shareholders was $71.9 million or $0.99 per basic and diluted share
(compared to a net loss to common shareholders of $72.5 million or $1.00 per basic and
diluted share in the Original Filing). |
Items included in the Original Filing that are not included herein are not amended and remain
in effect as of the date of the Original Filing. Exhibits listed in Item 9.01 that are not
indicated as being filed with this Amendment Filing have either been filed with the Original
Filing, or incorporated by reference into the Original Filing.
This Amendment Filing does not reflect events occurring after the filing of the Original
Filing, or modify or update the disclosure presented in the Original Filing, except to reflect the
revisions as described above.