Attached files
file | filename |
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EX-31.2 - EXHIBIT 31.2 - FUELCELL ENERGY INC | c95763exv31w2.htm |
EX-10.2 - EXHIBIT 10.2 - FUELCELL ENERGY INC | c95763exv10w2.htm |
EX-31.1 - EXHIBIT 31.1 - FUELCELL ENERGY INC | c95763exv31w1.htm |
EX-32.1 - EXHIBIT 32.1 - FUELCELL ENERGY INC | c95763exv32w1.htm |
EX-32.2 - EXHIBIT 32.2 - FUELCELL ENERGY INC | c95763exv32w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended January 31, 2009
or
o | 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 1-14204
FUELCELL ENERGY, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware (State or other jurisdiction of incorporation or organization) |
06-0853042 (I.R.S. Employer Identification Number) |
|
3 Great Pasture Road Danbury, Connecticut (Address of Principal Executive Offices) |
06813 Zip Code |
(203) 825-6000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the 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 þ
No o
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes o No o
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 definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Small reporting company o |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Number of shares of common stock, par value $.0001 per share, outstanding at March 9, 2009:
69,017,261
The purpose of this Amendment to the Form 10-Q for the quarter ended January 31, 2009 is to revise
Exhibit 10.2 contained in Item 6.
FUELCELL ENERGY, INC.
FORM 10-Q/A
As of and For the Three Month Period Ended January 31, 2009
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Table of Contents
PART II OTHER INFORMATION
Confidential treatment has been requested as to certain portions of Exhibits 10.1 and 10.2.
Redacted portions of the exhibits are marked with an * and have been filed separately with the
Securities and Exchange Commission (SEC).
Item 6. | EXHIBITS |
Exhibit No. | Description | |||
4.1 | Certificate of Designation for the 5% Series B Cumulative Convertible
Perpetual Preferred Stock (Liquidation Preference $1,000) (incorporated by
reference to Exhibit 3.1 contained in the Companys Form 8-K, dated
November 22, 2004) |
|||
4.2 | Schedule A to Articles of Amendment of FuelCell Energy, Ltd., setting
forth the rights, privileges, restrictions and conditions of Class A
Cumulative Redeemable Exchangeable Preferred Shares (incorporated by
reference to Exhibit 4.2 contained in the Companys Form 10-Q for the
period ended January 31, 2009) |
|||
10.1 | Alliance Agreement between FuelCell Energy, Inc. and POSCO Power, dated as
of February 7, 2007 (incorporated by reference to Exhibit 10.1 contained
in the Companys Form 10-Q/A for the period ended January 31, 2009) |
|||
10.2 | Technology Transfer, License and Distribution Agreement between FuelCell
Energy, Inc. and POSCO Power, dated as of February 7, 2007 |
|||
10.3 | Loan agreement, dated April 29, 2008, between the Company and the
Connecticut Development Authority. (incorporated by reference to Exhibit
10.3 contained in the Companys Form 10-Q for the period ended January 31,
2009) |
|||
14 | Code of Ethics applicable to the Companys principal executive officer,
principal financial officer and principal accounting officer (incorporated
by reference to Exhibit 14 contained in the Companys 10-K
for the year ended October 31, 2003) |
|||
31.1 | CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
31.2 | CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
32.1 | CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|||
32.2 | CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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Table of Contents
SIGNATURE
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 thereunto duly authorized.
FUELCELL ENERGY, INC. (Registrant) |
||||
February 5, 2010 Date |
/s/ Joseph G. Mahler | |||
Joseph G. Mahler | ||||
Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary (Principal Financial Officer and Principal Accounting Officer) |
||||
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Table of Contents
INDEX OF EXHIBITS
Confidential treatment has been requested as to certain portions of Exhibits 10.1 and 10.2.
Redacted portions of the exhibits are marked with an * and have been filed separately with the
SEC.
Exhibit No. | Description | |||
10.2 | Technology Transfer, License and Distribution Agreement between FuelCell
Energy, Inc. and POSCO Power, dated as of February 7, 2007 |
|||
31.1 | CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
31.2 | CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||
32.1 | CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|||
32.2 | CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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