<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[_] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PLUG POWER INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number of the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
PLUG POWER INC.
968 Albany-Shaker Road
Latham, NY 12110
April __, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
(the "Annual Meeting") of Plug Power Inc., a Delaware corporation (the
"Company"), to be held on Wednesday, May 24, 2000, at 10:00 a.m., local time, at
the Albany Marriott, 189 Wolf Road, Albany, New York.
The Annual Meeting has been called to (i) elect three Class I Directors,
each for a three-year term, (ii) approve an amendment to the Company's Amended
and Restated Certificate of Incorporation to increase the number of authorized
shares of common stock to 245,000,000 shares, and (iii) consider and vote upon
such other business as may properly come before the Annual Meeting or any
adjournments or postponements thereof.
The Board of Directors has fixed the close of business on March 31, 2000,
as the record date for determining stockholders entitled to notice of, and to
vote at, the Annual Meeting and any adjournments or postponements thereof.
The Board of Directors of the Company recommends that you vote "FOR" the
approval of the amendment to the Company's Amended and Restated Certificate of
Incorporation and "FOR" the election of the three nominees of the Board of
Directors as Class I Directors of the Company.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY CARD.
Sincerely,
Gary Mittleman
President and Chief Executive Officer
<PAGE>
PLUG POWER INC.
968 Albany-Shaker Road
Latham, NY 12110
(518) 782-7700
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Wednesday, May 24, 2000
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders of Plug
Power Inc., a Delaware corporation (the "Company"), will be held on Wednesday,
May 24, 2000, at 10:00 a.m., local time, at the Albany Marriott, 189 Wolf Road,
Albany, New York (the "Annual Meeting") to consider and vote upon:
1. The election of three Class I Directors, each to hold office until the
Company's 2003 annual meeting of stockholders and until such
director's successor is duly elected and qualified;
2. The approval of an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized
shares of common stock, par value $.01 per share, to 245,000,000
shares; and
3. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on March 31, 2000,
as the record date for determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting and any adjournments or postponements thereof.
Only holders of common stock of record at the close of business on that date
will be entitled to notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof.
In the event there are not sufficient shares to be voted in favor of any of
the foregoing proposals at the time of the Annual Meeting, the Annual Meeting
may be adjourned in order to permit further solicitation of proxies.
By Order of the Board of Directors
Ana-Maria Galeano
General Counsel and Corporate Secretary
Latham, NY
April __, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU
HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE>
PLUG POWER INC.
968 Albany-Shaker Road
Latham, NY 12110
(518) 782-7700
------------
PROXY STATEMENT
------------
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Wednesday, May 24, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Plug Power Inc. (the "Company") for use at
the Annual Meeting of Stockholders of the Company to be held on Wednesday, May
24, 2000, at 10:00 a.m., local time, at the Albany Marriott, 189 Wolf Road,
Albany, New York, and any adjournments or postponements thereof (the "Annual
Meeting").
At the Annual Meeting, the stockholders of the Company will be asked to
consider and vote upon the following matters:
1. The election of three Class I Directors, each to hold office until the
Company's 2003 annual meeting of stockholders and until such
director's successor is duly elected and qualified;
2. An amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of the
Company's common stock, par value $.01 per share, to 245,000,000
shares; and
3. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.
The Notice of Annual Meeting, Proxy Statement and Proxy Card are first
being mailed to stockholders of the Company on or about April __, 2000 in
connection with the solicitation of proxies for the Annual Meeting. The Board of
Directors has fixed the close of business on March 31, 2000 as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Annual Meeting (the "Record Date"). Only holders of record of the Company's
common stock, par value $.01 per share ("Common Stock"), at the close of
business on the Record Date will be entitled to notice of, and to vote at, the
Annual Meeting. As of the Record Date, there were _______ (__) shares of Common
Stock outstanding and entitled to vote at the Annual Meeting and _________ (__)
stockholders of record. The Common Stock is the only class of the Company's
capital stock entitled to vote at the Annual Meeting. Each holder of Common
Stock outstanding as of the close of business on the Record Date will be
entitled to one vote for each share held of record with respect to each matter
submitted at the Annual Meeting.
The presence, in person or by proxy, of a majority of the total number of
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum for the transaction of business at the Annual Meeting. A quorum being
present, the affirmative vote of a majority of the votes cast is necessary to
approve an amendment to the Company's Amended and Restated Certificate of
Incorporation. A quorum being present, the affirmative vote of a plurality of
the votes cast is necessary to elect a nominee as a director of the Company.
<PAGE>
Shares that reflect abstentions or "broker non-votes" (i.e., shares
represented at the meeting held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote
such shares and with respect to which the broker or nominee does not have
discretionary voting power to vote such shares) will be counted for purposes of
determining whether a quorum is present for the transaction of business at the
meeting. With respect to the election of directors, votes may be cast in favor
of, against or withheld from each nominee; votes that are withheld will be
excluded entirely from the vote and will have no effect. Broker non-votes will
also have no effect on the outcome of the election of directors. With respect to
the approval of the amendment to the Amended and Restated Certificate of
Incorporation of the Company, votes may be cast in favor of or against approval
of the amendment. Abstentions and broker non-votes will have the effect of a
vote against the amendment.
Stockholders of the Company are requested to complete, date, sign and
return the accompanying Proxy Card in the enclosed envelope. Common Stock
represented by properly executed proxies received by the Company and not revoked
will be voted at the Annual Meeting in accordance with the instructions
contained therein. If instructions are not given therein, properly executed
proxies will be voted "FOR" the approval of the amendment to the Amended and
Restated Certificate of Incorporation and "FOR" the election of the three
nominees of the Board of Directors as Class I Directors of the Company as listed
in this Proxy Statement. It is not anticipated that any matters other than the
amendment to the Amended and Restated Certificate of Incorporation and the
election of directors will be presented at the Annual Meeting. If other matters
are presented, proxies will be voted in accordance with the discretion of the
proxy holders.
Any properly completed proxy may be revoked at any time before it is voted
on any matter (without, however, affecting any vote taken prior to such
revocation) by (1) giving written notice of such revocation to the Corporate
Secretary of the Company, (2) signing and duly delivering a proxy bearing a
later date, or (3) attending the Annual Meeting and voting in person. Attendance
at the Annual Meeting will not, by itself, revoke a proxy.
The Annual Report of the Company is being mailed to stockholders of the
Company concurrently with this Proxy Statement.
PROPOSAL 1.
ELECTION OF DIRECTORS
The number of directors of the Company is fixed at nine and the Board of
Directors currently consists of eight members. The Board of Directors is divided
into three classes, with three directors in Class I, two directors in Class II
and three directors in Class III. Directors serve for three-year terms with one
class of directors being elected by the Company's stockholders at each annual
meeting of stockholders.
At the Annual Meeting, three Class I Directors will be elected to serve
until the annual meeting of stockholders in 2003 and until such directors'
successors are duly elected and qualified. The Board of Directors has nominated
Gary Mittleman, Walter L. Robb and Anthony F. Earley, Jr. for re-election as
Class I Directors. Unless otherwise specified in the proxy, it is the intention
of the persons named in the proxy to vote the shares represented by each
properly executed proxy for the re-election of Gary Mittleman, Walter L. Robb
and Anthony F. Earley, Jr. as directors. The nominees have agreed to stand for
re-election and to serve, if elected, as directors. However, if the person
nominated by the Board of Directors fails to stand for re-election or is unable
to accept election, the proxies will be voted for the election of such other
person or persons as the Board of Directors may recommend.
2
<PAGE>
Vote Required For Approval
A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary to elect a nominee as a director of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION OF
EACH NOMINEE OF THE BOARD OF DIRECTORS AS A CLASS I DIRECTOR OF THE COMPANY.
INFORMATION REGARDING DIRECTORS
The Board of Directors of the Company held two (2) meetings since the
Company's initial public offering on November 3, 1999 when the Company became
the successor by merger to Plug Power LLC. Since the Company's initial public
offering on November 3, 1999, each of the incumbent directors attended at least
75% of the total number of meetings of the Board and of the committees of which
he or she was a member, except for Mr. Shalikashvili. The Board of Directors has
established an Audit Committee (the "Audit Committee") and a Compensation
Committee (the "Compensation Committee"). The Audit Committee recommends the
accounting firm to be appointed as independent accountants to audit the
Company's financial statements and to perform services related to the audit,
reviews the scope and results of the audit with the independent accountants,
reviews with management and the independent accountants the Company's annual
operating results, considers the adequacy of the internal accounting procedures,
and considers the effect of such procedures on the accountants' independence.
The Compensation Committee reviews and recommends the non-stock compensation
arrangements for officers and other senior level employees, reviews general
compensation levels for other employees as a group and takes such other action
as may be required in connection with the Company's compensation and incentive
plans. The entire Board of Directors, however, determines the options or stock
grants to eligible persons under the Company's 1999 Stock Option and Incentive
Plan. The Audit Committee consists of Messrs. Cudahy, Shalikashvili and
Garberding and did not hold any meetings since the Company's initial public
offering on November 3, 1999. The Compensation Committee consists of Messrs.
Earley and McNamee and did not hold any meetings since the Company's initial
public offering on November 3, 1999.
Set forth below is certain information regarding the directors of the
Company, including the Class I Directors who have been nominated for re-election
at the Annual Meeting, based on information furnished by them to the Company.
<TABLE>
<CAPTION>
Director
Name Age Since
- ---- --- --------
<S> <C> <C>
Class I-Term Expires 2000
Gary Mittleman*................................................... 47 1999
Dr. Walter L. Robb*............................................... 71 1997
Anthony F. Earley, Jr. (2)*....................................... 50 1997
Class II-Term Expires 2001
George C. McNamee (2) ............................................ 53 1997
Michael J. Cudahy(1).............................................. 76 1999
Class III-Term Expires 2002
John M. Shalikashvili (1) ........................................ 63 1999
Larry G. Garberding (1) .......................................... 61 1997
Robert L. Nardelli ............................................... 51 1999
</TABLE>
3
<PAGE>
- -------------------------------
* Nominee for re-election.
(1) Member of Audit Committee.
(2) Member of the Compensation Committee.
The principal occupation and business experience for at least the last five
years for each director of the Company is set forth below.
Gary Mittleman has served as President and Chief Executive Officer since
June 1997 and as a director since August 1999. From October 1993 to June 1997,
Mr. Mittleman was the President of Edison Development Corporation, a wholly
owned subsidiary of DTE Energy Company, where he directed business development
efforts. Mr. Mittleman previously served as Manager of Corporate Strategy at
Ameritech, a telecommunications company. Prior to that he was employed at Booz
Allen & Hamilton, a consulting firm, in its commercial practice area and at
American Can Company. Mr. Mittleman received his Bachelor of Arts degree in
Mathematics and Master of Science degree in Mechanical and Aerospace Engineering
from the University of Rochester and a Master of Business Administration degree,
with honors, from the University of Chicago. Mr. Mittleman is a trustee of the
Albany Institute of History and Art and a trustee of the Eastern New York State
Chapter of the Nature Conservancy.
Dr. Walter L. Robb has served as a member of the Board of Directors of Plug
Power since June 1997. He has been a member of the Board of Directors of
Mechanical Technology since January 1997. Since 1993, Dr. Robb has served as
President of Vantage Management, Inc., a management consulting firm. Prior to
1993, Dr. Robb served as the Senior Vice President for Corporate Research and
Development at General Electric Company. In that capacity, Dr. Robb directed the
GE Research and Development Center, and served on General Electric's Corporate
Executive Council. He serves on the Board of Directors of Cree Research, Inc., a
developer and manufacturer of semiconductor materials and electronic devices,
Celgene Corporation, a specialty pharmaceutical company engaged in the
development and commercialization of human pharmaceuticals and on the boards of
a number of private companies.
Anthony F. Earley, Jr. has served as a member of the Board of Directors
since June 1997. Mr. Earley has served as a director of DTE Energy Company since
1994, as Chairman of the Board and Chief Executive Officer of DTE Energy Company
and its subsidiary, The Detroit Edison Company, since 1998, and as President and
Chief Operating Officer of DTE Energy and Detroit Edison since 1994. From 1989
to 1994, Mr. Earley served as the President and Chief Operating Officer of Long
Island Lighting Company. Mr. Earley currently serves as a director of Comerica
Bank and Mutual of America Capital Management Corporation. Mr. Earley received a
Bachelor of Science degree in physics, a Master of Science degree in
engineering, and a Juris Doctorate from the University of Notre Dame.
George C. McNamee has served as Chairman of the Board of Directors since
June 1997. Mr. McNamee has served as Chairman since 1984 and as Co-Chief
Executive Officer since 1993 of First Albany Companies, Inc., a publicly traded
holding company the principal subsidiaries of which are First Albany
Corporation, a specialty investment banking firm, and First Albany Asset
Management. Mr McNamee previously served as President of First Albany Companies
from 1975 to 1989. Mr. McNamee has served as a director of Mechanical Technology
Incorporated since 1996 and as Chief Executive Officer since 1998, and
previously served as Chairman of the Board from 1996 to 1998. Mr. McNamee also
serves as a director of MapInfo Corporation, a maker of mapping software
products, application development tools, and data products, and the META Group,
Inc., a company that provides market assessments for clients in the information
technology industry. Mr. McNamee is a member of the Board of Directors of the
New York Stock Exchange, the New York State Science and Technology Foundation,
and the New York Conservation Education Fund. Mr. McNamee received his Bachelor
of Arts degree from Yale University.
4
<PAGE>
Michael J. Cudahy has served as a member of the Board of Directors since
February 1999. Mr. Cudahy co-founded and, prior to its sale to General Electric
Company in 1998, served from 1965 to November 1998 as Chairman of the Board, and
from 1965 to November 1997 as Chief Executive Officer, of Marquette Medical
Systems, Inc., a developer and manufacturer of medical equipment and integrated
systems for patient monitoring and diagnostic cardiology applications. Mr.
Cudahy currently serves as a Special Advisor to GE Marquette Medical Systems,
Inc. and as a director of Molecular OptoElectronics Corp., a developer and
manufacturer of optoelectronic technologies relating to information systems.
John M. Shalikashvili (U.S. Army-ret.) has served as a member of the Board
of Directors of Plug Power since November 1999. General Shalikashvili was the
senior officer of the United States military and principal military advisor to
the President of the United States, the Secretary of Defense and National
Security Council by serving as the thirteenth Chairman of the Joint Chiefs of
Staff, Department of Defense, for two terms from 1993 to 1997. Prior to his
tenure as Chairman of the Joint Chiefs of Staff, he served as the Commander in
Chief of all United States forces in Europe and as NATO's tenth Supreme Allied
Commander, Europe. He has also served in a variety of command and staff
positions in the continental United States, Alaska, Belgium, Germany, Italy,
Korea, Turkey and Vietnam. General Shalikashvili is currently a director of L-3
Communications Holdings, Inc., a manufacturer of communications and related
equipment, and United Defense Industries, Inc., a privately held manufacturer of
military track equipment and naval armament. General Shalikashvili received a
Bachelor of Science degree in Mechanical Engineering from Bradley University and
a Master of Arts degree in International Affairs from George Washington
University, and is a graduate of the Naval Command and Staff College and the
United States Army War College.
Larry G. Garberding has served as a member of the Board of Directors since
June 1997. Mr. Garberding has served as a director of DTE Energy Company since
1990 and as Executive Vice President and Chief Financial Officer of DTE Energy
and its subsidiary, The Detroit Edison Company, since 1995. Mr. Garberding
received a Bachelor of Science degree in industrial administration from Iowa
State University. Mr. Garberding is extensively involved with the United Way of
Southern Michigan, is a director/trustee of the Detroit Medical Center and the
Detroit Symphony Orchestra Hall, and is a Chairman of the Board of ArtServe
Michigan.
Robert L. Nardelli has served as a member of the Board of Directors since
November 1999. Since 1995, Mr. Nardelli has served as President and Chief
Executive Officer of GE Power Systems, a $10 billion division of General
Electric Company headquartered in Schenectady, New York, and as a Senior Vice
President of General Electric Company and as a member of the Board of Directors
of GE Capital Corporation. Previously, Mr. Nardelli served from 1992 to 1995 as
President and Chief Executive Officer of GE Transportation Systems. From 1991 to
1992, Mr. Nardelli served as President and Chief Executive Officer of CAMCO,
Inc., General Electric's Canadian appliance manufacturing company, and from 1988
to 1991, he served as an Executive Vice President and General Manager at Case
Corporation, a designer, manufacturer and distributor of farm and construction
equipment. Mr. Nardelli received a Bachelor of Science degree in business from
Western Illinois University and a Master of Business Administration degree from
the University of Louisville.
Director Compensation
Directors who are employees receive no additional compensation for their
services as directors. Non-employee directors receive cash compensation of
$1,000 for each Board meeting attended in person and $500 for each Board meeting
attended by telephone. Non-employee directors are eligible to participate in our
1999 Stock Option and Incentive Plan at the discretion of the full Board of
Directors. In accordance with a policy approved by our Board of Directors, upon
initial election or appointment to the Board of Directors, new non-employee
directors receive non-qualified stock options to purchase 15,000 shares (50,000
shares for any new non-employee Chairman) of Common Stock that are fully vested
upon grant. Each year of a non-employee director's tenure, the director will
receive non-qualified options to purchase 10,000 shares (20,000 shares for any
non-employee Chairman), plus non-qualified options to purchase an
5
<PAGE>
additional 5,000 shares for a non-employee director serving as chairman of the
Audit Committee and non-qualified options to purchase an additional 2,000 shares
for a non-employee director serving as chairman of any other committee,
including the Compensation Committee. These annual options fully vest on the
first anniversary of the date of grant. During 1999, options to purchase 25,000
shares were granted to each of Messrs. Cudahy, Earley, Garberding, Robb,
Nardelli and Shalikashvili, and 70,000 shares were granted to Mr. McNamee as
compensation for their services as directors. Each of Messrs. Earley and
Garberding has assigned to DTE Energy Company his right to receive cash director
compensation as well as his right to receive the shares underlying such options
and any proceeds from the sale of such shares. Mr. Nardelli has assigned to
General Electric his right to receive cash director compensation as well as his
right to receive the shares underlying such options and any proceeds from the
sale of such shares.
EXECUTIVE OFFICERS
The names and ages of all executive officers of the Company and the
principal occupation and business experience for at least the last five years
for each are set forth below.
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Gary Mittleman..................... 47 President, Chief Executive Officer and Director
William H. Largent................. 44 Chief Financial Officer and Treasurer
Gregory A. Silvestri............... 39 Senior Vice President of Operations
Louis R. Tomson.................... 59 Senior Vice President of Corporate Development
Dr. William P. Acker............... 38 Vice President of Technology and Product
Development
Dr. Manmohan Dhar.................. 53 Vice President and Chief Engineer of the
Residential Program
Key Employees
Dr. Glenn A. Eisman................ 49 Chief Technology Officer
Dr. William D. Ernst............... 60 Vice President and Chief Scientist
Ana-Maria Galeano.................. 31 General Counsel and Corporate Secretary
</TABLE>
- --------------
William H. Largent has served as Chief Financial Officer and Treasurer
since May 1999. From May 1997 to May 1999, Mr. Largent served as Senior Vice
President, Operations and Chief Financial Officer of Applied Innovation Inc., a
leading provider of mediation and data communications products for the
management of telecommunications providers' customer service networks. From 1994
to April 1997, Mr. Largent served as the Executive Vice President and Chief
Financial Officer of Metatec Corporation, an information services company
engaged in optical disc manufacturing and distribution, software development and
network services. Mr. Largent also served as a director of Metatec from 1990
until 1997. From 1990 to 1993, Mr. Largent was President of Liebert Capital
Management Corporation, a private investment management and consulting company.
Mr. Largent is a director of Applied Innovation Inc. and until July 1999, was
also a director AmeriLink Corporation, a company (subsequently merged into Tandy
Corp.) that designs, constructs, installs and maintains cabling systems for
transmission of audio, video and data on a national basis. Mr. Largent, a
certified public accountant, received his Bachelor of Science degree in
accounting from Franklin University.
Gregory A. Silvestri has served as Senior Vice President of Operations
since June 1999. In that capacity, Mr. Silvestri manages the full range of
manufacturing activities, develops the strategy and structures alliances with
key component suppliers, and manages the sales and marketing interactions with
Plug Power's distribution partners. From May 1991 to May 1999, Mr. Silvestri
served in a number of senior general management positions responsible for North
American and Asia-Pacific operations for Norton Company, an operating unit of
Saint-Gobain Corporation that supplies engineered materials to a variety of
industries. Prior to that time, Mr. Silvestri served as an Engagement Manager
within the Industrial Practice Group of McKinsey & Company. Mr. Silvestri
received his Bachelor of Science and Engineering degree in Chemical Engineering
from Princeton University and a Masters in Business Administration degree, with
honors, from the University of Virginia.
6
<PAGE>
Louis R. Tomson has served as Senior Vice President of Corporate
Development since January 1999. In that capacity, Mr. Tomson manages business
development, government relations and legal affairs. From January 1995 to
January 1999, Mr. Tomson was Deputy Secretary and subsequently First Deputy
Secretary to Governor George E. Pataki of the State of New York. Mr. Tomson was
also the Governor's chief policy maker for energy and communications and served
as the Governor's liaison to New York's Public Service Commission and to New
York's more than 60 public authorities. From 1992 to December 1994, Mr. Tomson
was a partner in the law firm of Plunkett & Jaffe in New York City. Mr. Tomson
currently serves as the Chairman of the New York State Thruway Authority. Mr.
Tomson received a Bachelor of Arts degree from Columbia College and a Bachelor
of Law degree from Columbia Law School.
Dr. William P. Acker has served as Vice President of Technology and Product
Development since October 1997. In that capacity, Dr. Acker manages the
development of the Company's fuel cell products as well as the ongoing
development of next generation fuel cell technology. From 1990 to October 1997,
Dr. Acker served in several positions for Texaco, including Global Manager for
Engineering and Product Testing. Dr. Acker received a Bachelor of Science degree
from Rensselaer Polytechnic Institute and a Master of Science, Master of
Philosophy and Ph.D. in Applied Physics and Engineering from Yale University.
Dr. Manmohan Dhar has served as Vice President and Chief Engineer of the
Residential Program since November 1998. In that capacity, Dr. Dhar is
responsible for managing the development of fuel cell systems for residential
electric power generation. From June 1997 to November 1998, Dr. Dhar served as
our Director of Residential Programs. From 1978 to June 1997, Dr. Dhar worked in
various positions at Mechanical Technology Incorporated, including as Chief
Engineer for its Stirling Space Power Program, an effort to develop a 12.5 kw
power generation system as a backup power source for Space Station Freedom, and,
from 1993 to 1997, as a key member of Mechanical Technology's fuel cell
development efforts. Dr. Dhar has a Ph.D. in Systems Dynamics from Purdue
University, and a Master of Science degree in Machine Design from the Indian
Institute of Technology.
Dr. Glenn A. Eisman has served as Chief Technology Officer since November
1998. In that capacity, Dr. Eisman manages the development of fuel cell
membranes and electrodes and other related technology. From June 1998 to
November 1998, Dr. Eisman served as our Director of Technology. From 1984 to
June 1998, Dr. Eisman held various technical positions at The Dow Chemical
Company where, from 1984 to 1989, he directed and conducted research pertaining
to all aspects of PEM fuel cell development efforts, including polymer materials
science, catalysts, coatings technology and electrochemical techniques. From
1980 to 1983, Dr. Eisman was the Robert A. Welch Research Fellow in Materials
Science and Engineering at the University of Texas-Austin. Dr. Eisman received a
Bachelor of Science in Chemistry degree from Temple University and a Ph.D. in
Physical Inorganic Chemistry from Northeastern University.
Dr. William D. Ernst has served as Vice President and Chief Scientist since
June 1997. In that capacity, Dr. Ernst is responsible for advancing our
scientific, competitive and intellectual property position within the fuel cell
industry and serves as Principal Investigator for government-sponsored programs.
>From 1989 to June 1997, Dr. Ernst held various positions at Mechanical
Technology Incorporated, including Program Director for its automotive fuel cell
development program and Manager of Power Systems, in which capacity he initiated
their fuel cell development program and directed all fuel cell programs and
technical development activities. Dr. Ernst received a Master of Science in
Engineering degree from the Massachusetts Institute of Technology and a Ph.D. in
Aeronautical Engineering from Rensselaer Polytechnic Institute.
Ana-Maria Galeano has served as General Counsel and Corporate Secretary
since April 1998. In that capacity, Ms. Galeano advises the company on legal
issues in such areas as corporate law, contracts, strategic alliances and
intellectual property. From September 1993 to April 1998, Ms. Galeano served as
an attorney at the law firm of Whiteman, Osterman & Hanna in Albany, New York,
where she participated in the formation of Plug Power. Ms. Galeano received a
Bachelor of Arts degree from the State University of New York at Binghamton and
a Juris Doctorate from Brooklyn Law School.
7
<PAGE>
Each of the officers holds his or her respective office until the regular
annual meeting of the Board of Directors following the annual meeting of
stockholders and until his or her successor is elected and qualified or until
his or her earlier resignation or removal.
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth information concerning compensation for
services rendered in all capacities awarded to, earned by or paid to the
Company's Chief Executive Officer and the four other most highly compensated
executive officers (the "Named Executive Officers") who earned in excess of
$100,000 during the fiscal year ended December 31, 1999 ("Fiscal 1999").
<TABLE>
<CAPTION>
Summary Compensation Table
Annual
Compensation Long-Term Compensation
------------ ---------------------------
Restricted Securities All Other
Stock Awards Underlying Compensation
Name and Principal Position Year Salary Bonus ($) (1) Options (#) (2)
- --------------------------- ---- ------ ----- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Gary Mittleman 1999 $189,231 $ 50,100 -- 200,000 $ 6,723
President and Chief Executive Officer 1998 152,885 45,000 -- 100,000 6,115
Dr. William P. Acker 1999 119,231 13,100 5,000 70,000 3,108
Vice President of Technology and 1998 112,316 -- -- 55,000 2,877
Product Development
Louis R. Tomson (3) 1999 114,231 15,000 15,000 175,000 1,201
Senior Vice President of 1998 -- -- -- -- --
Corporate Development
Dr. Manmohan Dhar 1999 110,000 14,000 21,000 125,000 2,708
Vice President and Chief Engineer 1998 103,269 -- -- 30,000 2,692
William H. Largent (4) 1999 96,923 12,500 12,500 175,000 --
Chief Financial Officer and Treasurer 1998 -- -- -- -- --
</TABLE>
- ----------------------
(1) The amounts in this column represent shares of restricted Common Stock
issued on January 28, 2000, for services rendered in 1999, based on the
closing price of the Common Stock of $83.50 on the date of grant. The
recipients of restricted Common Stock awards are entitled to receive
dividends on shares they hold prior to vesting. The named officer must be
employed through January 28, 2001 to receive the Common Stock free of
restrictions. Restricted shares were awarded to Dr. Acker (60), Mr. Tomson
(180), Dr. Dhar (252) and Mr. Largent (150).
(2) Amounts in this column represent the dollar value of matching contributions
we made under our 401(k) Savings and Retirement Plan.
(3) Mr. Tomson started with Plug Power in January 1999.
(4) Mr. Largent started with Plug Power in May 1999.
8
<PAGE>
Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of
Number of Percent of Stock Price
Securities Total Options Appreciation
Underlying Granted to Exercise for Option Term(2)
Options Employees in Price Expiration ----------------------
Name Granted(1) Fiscal Year (Share) Date 5% 10%
- ---- ------- ----------- ------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Gary Mittleman............... 200,000 9.8% $11.00 7/26/2009 $1,384,000 $3,506,000
Dr. William P. Acker......... 10,000 0.5% 5.00 1/18/2009 31,400 79,700
60,000 2.9% 11.00 7/26/2009 415,200 1,051,800
Louis R. Tomson.............. 100,000 4.9% 5.00 1/11/2009 314,000 797,000
25,000 1.2% 6.67 5/14/2009 104,750 265,750
50,000 2.4% 11.00 7/26/2009 346,000 876,500
Dr. Manmohan Dhar............ 15,000 0.7% 5.00 1/18/2009 47,100 119,550
35,000 1.7% 6.67 5/14/2009 146,650 372,050
75,000 3.7% 11.00 7/26/2009 519,000 1,314,750
William H. Largent........... 125,000 6.1% 6.67 5/17/2009 523,750 1,328,750
50,000 2.4% 11.00 7/26/2009 346,000 876,500
- -------------
</TABLE>
(1) All options were granted under our 1997 Stock Option Plan and have a
10-year term. All options shown in this table vest 20% after completion of
one year of continuous employment and an additional 20% on the first,
second, third and fourth anniversaries of the date of grant.
(2) Potential realizable value is based on the assumption that the Common Stock
appreciates at the annual rate shown, compounded annually, from the date of
grant until expiration of the 10-year term. These numbers are calculated
based upon Securities and Exchange Commission requirements and do not
reflect Plug Power's projection or estimate of future stock price growth.
Potential realizable values are computed by multiplying the number of
shares of Common Stock subject to a given option by the fair market value
on the date of grant, assuming that the aggregate stock value derived from
that calculation compounds at the annual 5% or 10% rate shown in the table
for the entire 10-year term of the option and subtracting from that the
aggregate option exercise price.
Fiscal Year-End Option Values
Option Exercises and Option Values. The following table sets forth
information concerning the number and value of unexercised options to purchase
Common Stock of the Company held by the Named Executive Officers of the Company
who held such options at December 31, 1999. None of the Named Executive Officers
exercised any stock options in 1999.
9
<PAGE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year-End (#) at Fiscal Year-End ($)(1)
------------------------------ -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Gary Mittleman...................... 380,000 420,000 9,795,000 9,605,000
Dr. William P. Acker................ 57,000 103,000 1,425,250 2,294,750
Louis R. Tomson..................... -- 175,000 -- 3,727,000
Dr. Manmohan Dhar................... 49,000 126,000 1,133,560 2,626,740
William H. Largent.................. -- 175,000 -- 3,560,000
</TABLE>
- --------------
(1) Based on the last reported sale price on the Nasdaq National Market on
December 31, 1999, less the option exercise price.
Employment Agreements
We have entered into the following employment agreements with our Named
Executive Officers:
Gary Mittleman, our President and Chief Executive Officer, will receive
100% of his base salary, continuation of employee benefits and vesting of stock
options for twelve months if we terminate his employment for any reason other
than failure to perform, gross negligence and/or fraud. For fiscal year 2000,
Mr. Mittleman's base salary is $205,000.
Dr. Manmohan Dhar, our Vice President and Chief Engineer of the Residential
Program, will receive 100% of his base pay for twelve months if he voluntarily
terminates his employment or if we terminate his employment for any reason other
than gross misconduct, negligence, theft, dishonesty, or fraud. For fiscal year
2000, Dr. Dhar's base salary is $135,000.
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
The Compensation Committee reviews and evaluates individual executive
officers and determines the compensation for each executive officer. In general,
compensation is designed to attract, retain and motivate a superior executive
team, reward individual performance, relate compensation to Company goals and
objectives and align the interests of the executive officers with those of the
Company's stockholders.
Compensation for the Named Executive Officers during Fiscal 1999 included
salary, bonus and restricted stock awards. Base salary was determined by
reviewing the previous levels of base salary, base salaries paid by comparable
companies to executives with similar responsibilities, perceived level of
individual performance and the overall performance of the Company. No specific
weight was given to any of these factors in the evaluation of base salaries
because each of these factors was considered significant and the relevance of
each varies depending on an officer's responsibilities.
10
<PAGE>
For Fiscal 1999, bonus amounts and restricted stock awards were based on
the Named Executive Officers' specific contributions made during the year toward
the Company's goals established at the beginning of the year. Bonus amounts are
paid in cash during the first quarter after year-end. Restricted stock awards
are paid in Common Stock of the Company. The executive officer must be employed
through January 28, 2001, to receive the stock free of restriction. Stock
options are also granted to executive officers based upon their specific
responsibilities and are granted by the full Board of Directors. The
Compensation Committee believes that with current salary and bonus, along with a
restricted stock component, which has a one-year deferral, and with stock option
grants, which vest over a four-year period, the executive team is properly
motivated to achieve the short- and long-term goals of the Company.
The Budget Reconciliation Act of 1993 amended the Internal Revenue Code to
add Section 162(m), which bars a deduction to any publicly held corporation for
compensation paid to a "covered employee" in excess of $1 million per year. The
Compensation Committee does not believe that this law will impact the Company
because the current level of compensation for each of the Company's executive
officers is well below the $1 million salary limitation. The Compensation
Committee will continue to evaluate the impact of such provisions and take such
actions as it deems appropriate.
Compensation Committee:
Anthony F. Earley, Jr.
George C. McNamee
Compensation Committee Interlocks and Insider Participation
During Fiscal 1999, Messrs. Earley and McNamee, neither of whom is an
employee of the Company, served as members of the Compensation Committee. For
information regarding their relationships with the Company, see "Certain
Relationships and Related Transactions" below.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 1999, we agreed with Mechanical Technology Incorporated that they
had earned research non-cash credits valued at $2.25 million, which were used by
Mechanical Technology to exercise an option to acquire 2,250,000 shares of
Common Stock at a price of $1.00 per share, and, in connection with such
exercise, $191,250 was returned to Mechanical Technology in accordance with the
terms of prior option agreements with the Company. The research credits were
earned by Mechanical Technology by assisting us in obtaining government grants
and research contracts.
Between January 1999 and February 1999, pursuant to prior commitments,
Edison Development Corporation and Mechanical Technology Incorporated each
purchased 300,000 shares of Common Stock at a price of $5.00 per share for an
aggregate purchase price of $3.0 million in cash.
In January 1999, we entered into an agreement with Mechanical Technology
and Edison Development, pursuant to which we had the right to call upon Edison
Development and Mechanical Technology to contribute $7.5 million each in 1999
and $15.0 million each in 2000 in exchange for which each would receive Common
Stock valued at $7.50 per share. Pursuant to an amendment to the agreement,
Mechanical Technology and Edison Development also had certain rights to purchase
additional Common Stock at $7.50 per share. In September 1999 Mechanical
Technology and Edison Development contributed $2.0 million each pursuant to
these agreements and received 266,667 shares of Common Stock at $7.50 per share.
Upon our initial public offering each also purchased 2,733,333 shares of Common
Stock at $7.50 per share.
In July 1999, we acquired Mechanical Technology's 36-acre office facilities
in Latham, New York, including all land and buildings, in exchange for 704,315
shares of Common Stock valued at $6.67 per share, or a total of $4.7 million,
and the assumption of approximately $6.2 million in debt. In accordance with the
terms of our limited liability company agreement, Edison Development
concurrently purchased 704,315 shares of Common Stock at $6.67 per share for
$4.7 million in cash.
11
<PAGE>
First Albany Companies, Inc., owns approximately 34% of the outstanding
Common Stock of Mechanical Technology which in turn owns 32% of the Company.
George C. McNamee, the Chairman and Co-Chief Executive Officer of First Albany
Companies and the Chief Executive Officer and a director of Mechanical
Technology, is currently the Chairman of the Board of Directors of Plug Power.
We have a non-exclusive agreement to purchase power conditioners from
Satcon Technology Corporation for our residential fuel cell systems. Mechanical
Technology owns approximately 16% of Satcon's outstanding stock on a fully
diluted basis and has the right to appoint two members to Satcon's board of
directors.
Edison Development beneficially owns approximately 32% of our outstanding
Common Stock. Anthony F. Earley, Jr., the Chairman, Chief Executive Officer,
President and Chief Operating Officer of DTE Energy Company and its subsidiary,
The Detroit Edison Company, is a director of Plug Power and is a nominee for
re-election at the 2000 annual meeting. Detroit Edison is the parent company of
Edison Development.
Larry G. Garberding, a director of DTE Energy and the Executive Vice
President and Chief Financial Officer of DTE Energy and Detroit Edison, is also
director of Plug Power. Dr. Walter L. Robb, a director of Mechanical Technology,
is a director of Plug Power and is a nominee for re-election at the 2000 annual
meeting.
In February 1999, we granted a warrant to Mr. Michael Cudahy, a director of
Plug Power, to purchase up to 400,000 shares of Common Stock at an exercise
price of $8.50 per share and sold Mr. Cudahy 1,440,000 shares of Common Stock
for a purchase price of $9,600,000. Mr. Cudahy exercised his warrant to purchase
400,000 shares upon the Company's initial public offering for a total purchase
price of $3,400,000.
In February 1999, we entered into an agreement with GE MicroGen, Inc.
(formerly GE On-Site Power) and a subsidiary of GE Power Systems, to create GE
Fuel Cell Systems, a joint venture owned 75% by GE MicroGen and 25% by Plug
Power, which is dedicated to marketing, selling, installing, and servicing Plug
Power residential fuel cell systems on a worldwide basis (other than in the
states of Illinois, Indiana, Michigan and Ohio). In connection with the
formation of GE Fuel Cell Systems and the execution of our distribution
agreement, we issued 2,250,000 shares of our Common Stock to GE MicroGen, some
of which shares were subject to vesting restrictions.
We subsequently amended our agreement with GE MicroGen to vest all
remaining shares. In addition, we agreed to purchase $12.0 million of technical
support services from General Electric during the next three years. We also
agreed with GE MicroGen to use our best efforts to cause one individual
nominated by GE Power Systems to be elected to our Board of Directors for as
long as our distribution agreement with GE Fuel Cell Systems remains in effect.
Robert L. Nardelli is president of GE Power Systems and is a director of Plug
Power.
We also issued a warrant to GE MicroGen to purchase 3,000,000 additional
shares of Common Stock at a price of $12.50 per share. GE MicroGen exercised
this warrant upon the Company's initial public offering for a total exercise
price of $37.5 million in cash.
In February 1999 we entered into an agreement with General Electric
pursuant to which General Electric agreed to provide capital to GE Fuel Cell
Systems, in the form of loans, to fund GE Fuel Cell Systems' commitment to
purchase 485 pre-commercial systems during the period ending December 31, 2000.
General Electric has also agreed to provide additional capital, in the form of a
loan not to exceed $8.0 million, to fund GE Fuel Cell Systems' ongoing
operations.
We have granted GE MicroGen the right, on one occasion at any time after
November 3, 2001, to require us to register up to 3,000,000 shares of our Common
Stock under the Securities Act. In addition, on November 3, 1999, we granted all
of our eight then-current stockholders the right to include their shares of
Common Stock in any of the first three registration statements we may file under
the Securities Act.
12
<PAGE>
Shareholder Return Performance Graph
Below is a line graph comparing the percentage change in the cumulative
total shareholder return on the Company's Common Stock, based on the market
price of the Company's Common Stock, with the total return of companies included
within the Nasdaq Composite Index and the companies included within the Standard
& Poor's High Tech Composite Index for the period commencing October 29, 1999
and ending December 31, 1999. The calculation of total cumulative return assumes
a $100 investment in the Company's Common Stock, the Nasdaq Composite Index and
the Standard & Poor's High Tech Composite Index on October 29, 1999, the first
day on which the Company's Common Stock was publicly traded, and the
reinvestment of all dividends.
[PERFORMANCE GRAPH INFO]
10/29/99 12/31/99
<TABLE>
<CAPTION>
RELATIVE DOLLAR VALUES
10/29/1999 12/31/1999
<S> <C> <C>
Nasdaq Composite Index $100.00 $137.18
S&P High Tech Composite Index $100.00 $127.47
Plug Power Inc. $100.00 $176.56
</TABLE>
13
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of our Common Stock as of March 31, 2000 by:
. all persons known by us to own beneficially 5% or more of the Common
Stock;
. each of our directors;
. the executive officers listed in the Summary Compensation Table; and
. all directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares Beneficially Owned(1)
-------------------------
Name of Beneficial Owners Number(2) Percent
------------------------- ------ -------
<S> <C> <C>
DTE Energy Company(3)........................... 13,926,815 32.2%
Mechanical Technology
Incorporated.................................. 13,704,315 31.8
General Electric Company(4)..................... 5,250,000 12.2
Dr. William P. Acker(5)......................... 75,000 *
Michael J. Cudahy(6) .......................... 1,865,000 4.3
Dr. Manmohan Dhar(7) .......................... 72,000 *
Anthony F. Earley, Jr.(8)....................... 13,955,815 32.2
Larry G. Garberding(9).......................... 13,966,815 32.2
William H. Largent(10).......................... 68,000 *
George C. McNamee(11)........................... 13,891,815 32.1
Gary Mittleman(12).............................. 390,000 *
Robert L. Nardelli(13).......................... 5,275,000 12.2
Dr. Walter L. Robb(14).......................... 92,500 *
John M. Shalikashvili(15)....................... 25,500 *
Louis R. Tomson(16)............................. 71,000 *
All executive officers,
directors, and director-
nominees as a group (13
persons)(17).................................... 35,817,630 80.7
</TABLE>
- ---------
* Represents less than 1% of the outstanding shares of Common Stock
(1) Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares of Common Stock beneficially
owned by the stockholder. The address of Mechanical Technology Incorporated
is 325 Washington Avenue Extension, Albany, New York 12205. The address of
DTE Energy Company is 2000 Second Avenue, 644 WCB, Detroit, Michigan 48226.
The address of General Electric Company is c/o GE Power Systems, One River
Road, Schenectady, New York 12345. The address of Michael Cudahy is 10850
West Park Place, Suite 980, Milwaukee, Wisconsin 53224. The address of all
other listed stockholders is c/o Plug Power Inc., 968 Albany-Shaker Road,
Latham, New York 12110.
(2) The number of shares beneficially owned by each stockholder is determined
under rules promulgated by the Securities and Exchange Commission and
includes voting or investment power with respect to
14
<PAGE>
securities. Under these rules, beneficial ownership includes any shares as
to which the individual or entity has sole or shared voting power or
investment power and includes any shares as to which the individual or
entity has the right to acquire beneficial ownership within 60 days after
March 31, 2000, through the exercise of any warrant, stock option or other
right. The inclusion in this proxy statement of such shares, however, does
not constitute an admission that the named stockholder is a direct or
indirect beneficial owner of such shares. The number of shares of Common
Stock outstanding used in calculating the percentage for each listed person
includes the shares of Common Stock underlying options held by such person
that are exercisable within 60 days of March 31, 2000, but excludes shares
of Common Stock underlying options held by any other person. Percentage of
beneficial ownership is based on ___________ shares of Common Stock
outstanding as of March 31, 2000.
(3) Includes 13,926,815 shares owned of record by Edison Development
Corporation, a wholly-owned subsidiary of DTE Energy Company, of
which 222,500 are shares of Common Stock issuable upon the exercise of
outstanding options that are exercisable within 60 days of March 31, 2000.
(4) Includes 5,250,000 shares of Common Stock owned of record by GE MicroGen,
Inc., a wholly-owned subsidiary of General Electric Company that
operates within its GE Power Systems business.
(5) Includes 74,000 shares of Common Stock issuable upon exercise of
outstanding options that are exercisable within 60 days of March 31, 2000.
(6) Includes 25,000 shares of Common Stock issuable upon exercise of
outstanding options that are exercisable within 60 days of March 31, 2000.
(7) Includes 71,000 shares of Common Stock issuable upon exercise of
outstanding options that are exercisable within 60 days of March 31, 2000.
(8) Includes 13,926,815 shares owned of record by Edison Development
Corporation, a wholly-owned subsidiary of DTE Energy Company, of
which 222,500 are shares of Common Stock issuable upon the exercise of
outstanding options that are exercisable within 60 days of March 31, 2000.
Mr. Earley, a director and executive officer of DTE Energy, may be deemed
the beneficial owner of these shares. Mr. Earley disclaims beneficial
ownership of these shares. Also includes 25,000 shares of Common Stock
issuable upon exercise of outstanding options held by Mr. Earley that are
exercisable within 60 days of March 31, 2000. Mr. Earley has assigned to
DTE Energy Company his right to receive the shares underlying such options
and any proceeds from the sale of such shares.
(9) Includes 13,926,815 shares owned of record by Edison Development
Corporation, a wholly-owned subsidiary of DTE Energy Company, of
which 222,500 are shares of Common Stock issuable upon the exercise of
outstanding options exercisable within 60 days of March 31, 2000. Mr.
Garberding, a director and executive officer of DTE Energy, may be deemed
the beneficial owner of these shares. Mr. Garberding disclaims beneficial
ownership of these shares. Also includes 30,000 shares of Common Stock
issuable upon exercise of outstanding options held by Mr. Garberding that
are exercisable within 60 days of March 31, 2000. Mr. Garberding has
assigned to DTE Energy Company his right to receive the shares underlying
such options and any proceeds from the sale of such shares.
(10) Includes 67,000 shares of Common Stock issuable upon exercise of
outstanding options that are exercisable within 60 days of March 31, 2000.
(11) Includes 13,704,315 shares of Common Stock owned of record by Mechanical
Technology. Mr. McNamee, a director and Chief Executive officer of
Mechanical Technology, may be deemed the beneficial owner of these shares.
Mr. McNamee disclaims beneficial ownership of these shares. Also includes
177,500 shares of Common Stock issuable upon exercise of outstanding
options held by Mr. McNamee that are exercisable within 60 days of March
31, 2000.
15
<PAGE>
(12) Includes 380,000 shares of Common Stock issuable upon exercise of
outstanding options that are exercisable within 60 days of March 31, 2000.
(13) Includes 5,250,000 shares of Common Stock owned of record by GE MicroGen,
Inc., a wholly-owned subsidiary of General Electric that operates within
its GE Power Systems business. Mr. Nardelli, a senior vice President of
General Electric Company and the President and Chief Executive officer of
GE Power Systems, disclaims beneficial ownership of these shares. Also
includes 25,000 shares of Common Stock issuable upon exercise of
outstanding options held by Mr. Nardelli that are exercisable within 60
days of March 31, 2000. Mr. Nardelli has assigned to General Electric his
right to receive the shares underlying such options and any proceeds from
the sale of such shares.
(14) Includes 82,500 shares of Common Stock issuable upon exercise of
outstanding options that are exercisable within 60 days of March 31, 2000.
(15) Includes 25,000 shares of Common Stock issuable upon exercise of
outstanding options that are exercisable within 60 days of March 31, 2000.
(16) Includes 68,000 shares of Common Stock issuable upon exercise of
outstanding options that are exercisable within 60 days of March 31, 2000.
(17) Includes 1,272,500 shares of Common Stock issuable upon exercise of
outstanding options held by the executive officers, directors and
director-nominees as a group that are exercisable within 60 days of March
31, 2000.
16
<PAGE>
PROPOSAL 2.
AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Summary
The Board of Directors has adopted a resolution approving and recommending
to the stockholders for their approval, an amendment to the Company's Amended
and Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 95,000,000 to 245,000,000 shares of Common Stock.
The authorized number of shares of the Common Stock of the Company currently
consists of 95,000,000 shares of Common Stock, $.01 par value, of which
[________] shares were issued and outstanding on the Record Date.
The full text of the proposed amendment to the Company's Amended and
Restated Certificate of Incorporation is set forth on Exhibit A to this proxy
statement.
The purpose of the proposed amendment is to provide additional authorized
shares of Common Stock for possible use in connection with future financings,
investment opportunities, acquisitions, employee benefit or dividend
reinvestment plan distributions, other distributions, such as stock dividends or
stock splits, or for other corporate purposes. The Company has no commitments at
this time for the issuance of the additional authorized Common Stock but desires
to position itself to do so when needs arise and market conditions warrant.
If the proposed amendment is approved by the stockholders, 245,000,000
shares of Common Stock will be authorized for issuance and the additional
authorized Common Stock may be issued by the Company without any further action
by the stockholders. The issuance of additional authorized shares, may, among
other things, have a dilutive effect on earnings per share and on the equity and
voting power of existing holders of Common Stock. In addition, such issuance may
also be deemed to have an antitakeover effect by making it more difficult to
obtain stockholder approval of various actions, such as a merger or removal of
management. Although the Board of Directors has no present intention of issuing
additional shares for such purposes, the proposed increase in the number of
authorized shares could also enable the Board of Directors to render more
difficult or discourage an attempt by another person or entity to obtain control
of the Company.
Vote Required For Approval
A quorum being present, the affirmative vote of a majority of the votes
cast is necessary to adopt the amendment to the Company's Amended and Restated
Certificate of Incorporation.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE APPROVAL OF
THE AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE
COMPANY TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
17
<PAGE>
EXPENSES OF SOLICITATION
The Company will pay the entire expense of soliciting proxies for the
Annual Meeting. In addition to solicitations by mail, certain directors,
officers and regular employees of the Company (who will receive no compensation
for their services other than their regular compensation) may solicit proxies by
telephone, telegram or personal interview. Banks, brokerage houses, custodians,
nominees and other fiduciaries have been requested to forward proxy materials to
the beneficial owners of shares held of record by them and such custodians will
be reimbursed for their expenses.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any stockholder who wishes to submit a stockholder proposal to be presented
at the 2001 Annual Meeting must send the proposal, along with any supporting
statement to the Company on or before [December 13, 2000]. All stockholder
proposals must comply with applicable Securities and Exchange Commission
regulations and should be mailed to: Corporate Secretary, Plug Power Inc., 968
Albany-Shaker Road, Albany, New York, 12110.
Any stockholder who wishes to present other business (including
recommendations of nominees for election to the Board of Directors) at the
Company's 2001 Annual Meeting, other than a stockholder proposal, must give
proper notice of such business or nomination to the Corporate Secretary of the
Company at 968 Albany-Shaker Road, Albany, New York, 12110, not later than
February 23, 2001 or earlier than January 24, 2001. If the date of the 2001
Annual Meeting is more than 30 days before or more than 60 days after May 24,
2001, the notice must be received by the Company not earlier than January 24,
2001 or later than February 23, 2001 or within 10 days following the public
announcement of the 2001 Annual Meeting. The notice to the Company must include
certain information specified in our bylaws concerning the business or the
nominations. A copy of our bylaws may be obtained from the Corporate Secretary
of Plug Power at the above address. Proxies solicited by the Board of Directors
will confer discretionary voting authority with respect to these proposals,
subject to SEC rules governing the exercise of this authority.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP has served as the independent public accountants
for the Company since 1997, and the Board of Directors intends to reappoint
PricewaterhouseCoopers for the fiscal year ending December 31, 2000. A
PricewaterhouseCoopers LLP representative will be present at the Annual Meeting
and will be given the opportunity to make a statement if he or she so desires.
The representative will be available to respond to appropriate questions.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of the
Company's outstanding shares of Common Stock (collectively, "Section 16
Persons"), to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission and Nasdaq. Section 16
Persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it and
written representations from certain Section 16 Persons that no other Section
16(a) reports were required for such persons, the Company believes that during
Fiscal 1999 the Section 16 Persons complied with all Section 16(a) filing
requirements applicable to them.
18
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors is not aware
of any matters other than those described in this Proxy Statement that will be
presented for action at the Annual Meeting. If other matters are duly presented,
proxies will be voted in accordance with the best judgment of the proxy holders.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
19
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PLUG POWER INC.
Plug Power Inc. (hereinafter called the "Company"), organized and existing under
and by virtue of the Delaware General Corporation Law, does hereby certify as
follows:
The Board of Directors of the Company has approved, subject to the approval by
the shareholders, an amendment to the Company's Amended and Restated Certificate
of Incorporation. The shareholders of the Company duly approved said proposed
amendment at the Annual Meeting of Stockholders held on May 24, 2000. The
resolution setting forth the amendment is as follows:
RESOLVED: That the Board of Directors deems it advisable and in the best
interests of the Company and its stockholders that the first
paragraph of Article IV of the Company's Amended and Restated
Certificate of Incorporation hereby is deleted and is replaced in
its entirety by the following:
"The total number of shares of capital stock which the
Corporation shall have authority to issue is Two Hundred and
Fifty Million (250,000,000) shares, of which (i) Two
Hundred and Forty Five Million (245,000,000) shares shall be
Common Stock, par value $.01 per share, and (ii) Five
Million (5,000,000) shares shall be undesignated preferred
stock, par value $.01 per share (the "Undesignated Preferred
Stock")."
IN WITNESS HEREOF, the Company has caused its corporate seal to be affixed
hereto and this Certificate of Amendment to be signed by its Chief Executive
Officer this _______ day of __________, 2000.
PLUG POWER INC.
By: ______________________
Gary Mittleman
Chief Executive Officer
20
<PAGE>
P
R
O
X
Y
C
A
R
D
PLUG POWER INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF PLUG POWER INC. FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, MAY 24, 2000
The undersigned hereby constitutes and appoints William H. Largent and
Ana-Maria Galeano, and each of them, as Proxies of the undersigned, with full
power of substitution in each of them, and authorizes each of them to represent
and to vote all shares of common stock, par value $.01 per share, of Plug Power
Inc. (the "Company") held of record by the undersigned as of the close of
business on March 31, 2000, at the Company's Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Albany Marriott, 189 Wolf Road, Albany, New
York, at 10:00 a.m. local time, on Wednesday, May 24, 2000, and at any
adjournments or postponements thereof.
When properly executed, this proxy will be voted in the manner directed
herein by the undersigned stockholder(s). Neither proposal is conditioned on the
approval of the other proposal. If no direction is given, this proxy will be
voted FOR the election of each of the nominees listed in Proposal 1 and FOR
Proposal 2. In their discretion, the proxy holders are each authorized to vote
upon such other business as may properly come before the Annual Meeting and any
adjournments or postponements thereof. A stockholder wishing to vote in
accordance with the Board of Directors' recommendations need only sign and date
this proxy and return it in the enclosed envelope.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Annual Meeting of Stockholders, the Proxy Statement with respect
thereto and the Company's Annual Report to Stockholders and hereby revoke(s) any
proxy or proxies heretofore given. This proxy may be revoked at any time before
it is exercised.
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
PLUG POWER INC.
May 24, 2000
Please Detach and Mail in the Envelope Provided
- -------------------------------------------------------------------------------
[X] Please mark your votes
as in this example.
FOR all nominees WITHHOLD
listed at right (except AUTHORITY
as marked to the to vote for
contrary below) all nominees
Proposal 1. [_] [_] Nominees:
Election of Gary Mittleman
Class I Directors, Walter L. Robb
each to serve Anthony F. Earley, Jr.
until the Company's
2003 annual meeting of stockholders and
until his successor is duly elected and
qualified.
To withhold authority to vote for any individual nominee write that
nominee's name in the space below:
- -------------------------------------------------------------------
Proposal 2. To approve an amendment to the FOR AGAINST ABSTAIN
Company's Amended and Restated Certificate
of Incorporation to increase the number [_] [_] [_]
of authorized shares of common stock to
245,000,000.
In their discretion, the Proxy holders are each authorized to vote upon such
other business as may properly come before the Annual Meeting and any
adjournments or postponements thereof.
Please be sure to sign and date this Proxy.
PLEASE SIGN, DATE AND PROMPTLY MAIL YOUR PROXY.
Stockholder(s) Signature: Dated: , 2000
------------------------ ------------------
NOTE: Please sign exactly as your name(s) appear(s) on the books of the Company.
If more than one holder, each should sign. When signing as an attorney,
administrator, executor, guardian or trustee please add your title as such. If
executed by a corporation or partnership, the proxy should be signed by a duly
authorized person, indicating title or authority.
