SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 24, 2003
PLUG POWER INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-27527 22-3672377
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) 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)
ITEM 5. OTHER EVENTS
As previously disclosed, in September 2000, a shareholder class action
complaint was filed in the federal district court for the Eastern District of
New York alleging that Plug Power Inc. ("Plug Power") and various of its
officers and directors violated certain federal securities laws by failing to
disclose certain information concerning Plug Power's products and future
prospects. The action was brought on behalf of a class of purchasers of Plug
Power's stock who purchased the stock between February 14, 2000 and August 2,
2000. Subsequently, fourteen additional complaints with similar allegations and
class periods were filed. By order dated October 30, 2000, the court
consolidated the complaints into one action, entitled Plug Power Inc. Securities
Litigation, CV-00-5553(ERK)(RML). By order dated January 25, 2001, the Court
appointed lead plaintiffs and lead plaintiffs' counsel. Subsequently, the
plaintiffs served a consolidated amended complaint. The consolidated amended
complaint extended the class period to begin on October 29, 1999 and alleged
claims under the Securities Act of 1933 and the Exchange Act of 1934, and Rule
10b-5 promulgated under the Exchange Act of 1934. Subsequently, plaintiffs
withdrew their claims under the Securities Act of 1933. Plaintiffs allege that
the defendants made misleading statements and omissions regarding the state of
development of our technology in a registration statement issued in connection
with Plug Power's initial public offering ("IPO") and in subsequent press
releases.
Plug Power served its motion to dismiss the claims in May 2001. By order
dated January 21, 2003, the Court dismissed all claims relating to pre-IPO press
releases, the IPO prospectus and all but three post-IPO press releases. The
Court ruled that the three remaining press releases raised questions of fact
that could not be resolved on a motion to dismiss. The Court also denied the
motion to dismiss the claims against the individual defendants at this time.
Plug Power received notice of the Court's order on January 24, 2003.
Plug Power believes that the remaining allegations in the consolidated
amended complaint are without merit and intend to vigorously defend against
those claims. Plug Power does not believe that the outcome of these actions will
have a material adverse effect upon its financial position, results of
operations or liquidity. However, litigation is inherently uncertain and there
can be no assurances as to the ultimate outcome or effect of these actions. If
the plaintiffs were to prevail, such an outcome would have a material adverse
effect on Plug Power's financial condition, results of operations and liquidity.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Not applicable.
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: January 29, 2003 PLUG POWER INC.
By: /s/ David A. Neumann
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David A. Neumann
Chief Financial Officer