UNITED STATES
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): May 28, 2004
FUELCELL ENERGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-14204 06-0853042
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3 Great Pasture Road, Danbury, Connecticut 06813
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(Address of principal executive offices) (Zip Code)
(203) 825-6000
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(Registrant's telephone number, including area code)
ITEM 2. Acquisition or Disposition of Assets
On November 3, 2003, FuelCell Energy, Inc. (the "Company") acquired
Global Thermoelectric Inc. ("Global"), a Canadian corporation. At the time of
acquisition, Global was developing solid oxide fuel cell ("SOFC") power
plants since 1997 with the goal of commercializing its technology for
residential, commercial and light industrial applications ranging in size from 3
to 10 kW. Global also sold thermoelectric ("TEG") generators for use as a source
of electrical power in remote areas. TEG applications include providing power
for pipeline cathodic protection systems, telecommunications and remote
monitoring systems.
On April 19, 2004, the Company entered into a share purchase agreement
(the "Purchase Agreement") providing for the sale of the TEG business to
Rockwood Equity Partners LLC. A copy of the Purchase Agreement is attached
hereto as Exhibit 2.1.
On May 28, 2004, the Company completed the sale of the TEG business to
Rockwood Equity Partners LLC for approximately $16.6 million in cash. The TEG
business has approximately 140 employees, and is headquartered in Calgary,
Alberta, Canada. It also has approximately 43,000 square feet of manufacturing
facilities in two locations in Bassano, Alberta, Canada and a sales office in
Houston, Texas. The consideration received for the TEG business was determined
through arm's length negotiation between the parties.
The sale of the TEG business was affected by way of a sale of all of
the outstanding common shares of Global. Prior to the sale, Global transferred
essentially all of its assets and liabilities not relating to its TEG business
(including essentially all of Global's assets and liabilities relating to its
SOFC business and essentially all of its cash) to FuelCell Energy, Ltd., a
wholly-owned Canadian subsidiary of the Company that was formerly named FCE
Canada Inc. The SOFC assets transferred to FuelCell Energy, Ltd. included
intellectual property, approximately 50 employees and manufacturing, research
and development facilities. In addition, prior to the sale, Global's Series 2
Preferred Shares were cancelled, and replaced with substantially equivalent
Series 1 Preferred Shares issued by FuelCell Energy, Ltd.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit Number Description
2.1 Share Purchase Agreement, dated as of April 19, 2004, by and
between FuelCell Energy, Inc., FCE Canada Inc., Global
Thermoelectric Inc., GTI Acquisition Inc. and Rockwood Equity
Partners LLC.*
*The schedules and disclosure letter related to this agreement have not
been included. A copy of these items will be furnished to the
Securities and Exchange Commission upon its request.
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.
FUELCELL ENERGY, INC.
Date: June 14, 2004 By: /s/ Joseph G. Mahler
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Joseph G. Mahler
Senior Vice President, Chief Financial
Officer, Corporate Secretary and Treasurer
EXHIBIT INDEX
Exhibit Number Description
2.1 Share Purchase Agreement, dated as of April 19, 2004, by and between
FuelCell Energy, Inc., FCE Canada Inc., Global Thermoelectric Inc., GTI
Acquisition Inc. and Rockwood Equity Partners LLC.*
*The schedules and disclosure letter related to this agreement have not been
included. A copy of these items will be furnished to the Securities and Exchange
Commission upon its request.