SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
CHECK THE APPROPRIATE BOX:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
FUELCELL ENERGY, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(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)(4) 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,
or the Form or Schedule and date of its filing.
(1) Amount Previously Paid:_______________________________________________
(2) Form, Schedule or Registration Statement No.__________________________
(3) Filing Party:_________________________________________________________
(4) Date Filed:___________________________________________________________
<PAGE>
FUELCELL ENERGY, INC.
3 GREAT PASTURE ROAD
DANBURY, CONNECTICUT 06813-1305
October 6, 2000
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
FuelCell Energy, Inc. ("Fuel Cell"), which will be held on Tuesday, November 21,
2000 at 10:00 A.M., at the company's offices at 3 Great Pasture Road, Danbury,
Connecticut. The formal Notice of Special Meeting and Proxy Statement, fully
describing the matters to be acted upon at the meeting, appear on the following
pages.
The only matter scheduled to be considered at the meeting is a proposal to
amend the company's Certificate of Incorporation to increase the number of
authorized shares of common stock.
The Board of Directors recommends the approval of the proposal being
presented at the Special Meeting of Shareholders as being in the best interest
of FuelCell. We urge you to read the Proxy Statement and give the proposal your
careful attention before completing the enclosed proxy card.
Your vote is important regardless of the number of shares you own. Whether
or not you plan to attend the meeting, please take the time to vote in one of
these ways:
o By mail - fill in, sign and date the enclosed proxy card and return it
promptly in the postage-paid envelope.
o By telephone - call the toll-free telephone number on your proxy card
to vote by phone.
o Via Internet - visit the web site noted on your proxy card to vote via
the Internet.
You may attend the meeting and vote in person even if you have previously
voted by proxy in one of the three ways listed above.
Sincerely yours,
/s/ Jerry Leitman
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Jerry Leitman
PRESIDENT
<PAGE>
FUELCELL ENERGY, INC.
3 GREAT PASTURE ROAD
DANBURY, CONNECTICUT 06813-1305
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 21, 2000
October 6, 2000
To the Shareholders of
FuelCell Energy, Inc.:
A Special Meeting of Shareholders of FuelCell Energy, Inc., a Delaware
corporation ("FuelCell"), is being called by the Board of Directors of the
company and will be held at the company's offices at 3 Great Pasture Road,
Danbury, Connecticut, on November 21, 2000 at 10:00 A.M., prevailing local time,
for the following purposes:
1. To consider and act upon a proposal to amend the Certificate
of Incorporation of FuelCell to increase the number of
authorized shares of common stock from 20,000,000 shares to
150,000,000 shares.
2. To transact such other business as may properly come before
the meeting or any adjournments thereof.
Only shareholders of record at the close of business on October 6, 2000
are entitled to notice of and to vote at the meeting or any adjournments
thereof.
By Order of the Board of Directors,
/s/ Joseph G. Mahler
--------------------
Joseph G. Mahler
SECRETARY
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IMPORTANT
Please complete, sign, and date the enclosed proxy and return it
promptly in the enclosed return envelope which has been provided for your
convenience or vote your shares by touchtone telephone, whether or not you
plan to attend the meeting. Your prompt response will assure a quorum and
reduce solicitation expense.
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<PAGE>
FUELCELL ENERGY, INC.
3 GREAT PASTURE ROAD
DANBURY, CONNECTICUT 06813-1305
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 21, 2000
PROXY STATEMENT
This Proxy Statement, mailed to shareholders on October 10, 2000, is
furnished in connection with the solicitation by the Board of Directors of
FuelCell Energy, Inc., a Delaware corporation ("FuelCell"), of proxies to be
voted at the Special Meeting of Shareholders to be held in Danbury, Connecticut,
on November 21, 2000, and any adjournments thereof, for the purposes set forth
in the accompanying notice. Each proxy will be voted with respect to all shares
represented by it in accordance with the directions specified thereon and
otherwise in accordance with the judgment of the persons designated as proxies.
Any proxy on which no directions are specified will be voted in favor of the
actions described by the proxy. Any proxy may be revoked at any time prior to
exercise by written notice to the Secretary of FuelCell by the person giving the
proxy.
The cost of soliciting proxies will be borne by FuelCell. Solicitation
of proxies is being made by FuelCell through the mail, in person, and by
telephone. Regular employees of FuelCell may engage in such solicitation, but
will not be specifically compensated for such services. FuelCell will also
request brokers and other nominees to forward soliciting materials to the
beneficial owners of the stock held of record by such persons and will reimburse
such persons for their expenses in forwarding such materials.
Only shareholders of record of FuelCell common stock at the close of
business on October 6, 2000 are entitled to notice of and to vote at the meeting
or adjournments thereof. On October 6, 2000, FuelCell had outstanding 15,708,962
shares of common stock.
<PAGE>
PROPOSED AMENDMENT TO FUELCELL'S
CERTIFICATE OF INCORPORATION TO INCREASE
THE AUTHORIZED SHARES OF COMMON STOCK
TO 150,000,000
On August 12, 2000, FuelCell's Board of Directors adopted resolutions
amending, subject to shareholder approval at the special meeting, the first
paragraph of Article FOURTH of the Certificate of Incorporation to increase the
authorized number of shares of common stock. The revised paragraph would read as
follows:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is as follows:
150,000,000 shares of Common Stock, $.0001 par value (the
"Common Stock"); and 250,000 shares of Preferred Stock,
$.01 par value (the "Preferred Stock").
Of the 20,000,000 currently authorized shares of common stock, as of
October 6, 2000, 15,708,962 shares of common stock were outstanding and
3,373,764 shares of common stock were required to be reserved for issuance
relating to outstanding options and warrants. The proposed amendment to the
Certificate of Incorporation would increase the number of authorized shares of
common stock to 150,000,000.
The affirmative vote of the holders of a majority of the outstanding
shares of the common stock of FuelCell is sufficient for the adoption of the
proposal to approve the amendment to the Certificate of Incorporation increasing
the number of authorized shares of common stock. Consequently, any shares not
voted (whether by abstention or broker non-votes) have the same effect as votes
against the proposed amendment to the Certificate of Incorporation.
The Board of Directors recommends that the shareholders vote
FOR this proposal.
REASONS FOR THE PROPOSED AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
The reasons for the proposed increase in the number of authorized
shares of common stock are to make such additional shares available for future
issuances for cash, as share dividends and stock splits, for acquisitions of
property or stock of other corporations, upon the exercise of stock options, and
for other purposes, as occasion may arise. The Board of Directors believes it is
desirable that FuelCell have such additional shares available for situations in
which their issuance may be suitable without the delay which would result from
holding a meeting of shareholders to authorize the issuance of additional
shares.
The additional authorized shares of common stock would have the same
rights and privileges as the shares of common stock presently authorized and/or
outstanding. The issuance of additional shares of common stock other than on a
pro-rata basis to all holders of such stock would reduce the proportionate
interest of such shareholders.
The authorized but unissued shares of common stock also could be used
by incumbent management to make more difficult, and thereby discourage, an
attempt to acquire control of FuelCell. For example, the shares could be
privately placed with purchasers who might support the Board of Directors in
opposing a hostile takeover bid. This issuance of the new shares also could be
used to dilute the stock ownership and voting power of a third party seeking to
remove directors, replace incumbent directors, accomplish certain business
combinations, or alter, amend, or repeal provisions of the Certificate of
Incorporation. To the extent that it impedes any such attempts, the issuance of
shares of common stock following the amendment may serve to perpetuate existing
management.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of October 6,
2000 with respect to: (a) the only shareholders known to management to own
beneficially more than 5% of the outstanding common stock of FuelCell; (b) each
of FuelCell's directors; (c) each of the executive officers of FuelCell; and (d)
all of FuelCell's directors and executive officers as a group.
SHARES OF PERCENTAGE OF
COMMON OUTSTANDING
STOCK OWNED COMMON
NAME BENEFICIALLY STOCK (1)
Warren D. Bagatelle 1,316,200(2) 8.38
c/o Loeb Partners Corp.
61 Broadway
New York, NY 10006
Thomas L. Kempner 936,400(2) 5.96
c/o Loeb Partners Corp.
61 Broadway
New York, NY 10006
Loeb Investors Co., LXXV 936,400(2) 5.96
61 Broadway
New York, NY 10006
Daimler Benz affiliate 1,373,274 8.74
MTU-Friedrichshafen
GmbH ("MTU")
Neue Technologien, Gebaude 6.1
Zimmer 102A D-85521 Ottobrunn
Germany
James D. Gerson 584,398(3) 3.72
c/o Fahnestock and Co.
780 3rd Avenue
New York, NY 10017
Jerry D. Leitman 601,800(4) 3.83
Bernard S. Baker 3,700(5) *
William A. Lawson 50,000 *
Christopher R. Bentley 163,391(6) 1.04
<PAGE>
SHARES OF PERCENTAGE OF
COMMON OUTSTANDING
STOCK OWNED COMMON
NAME BENEFICIALLY STOCK (1)
Hansraj C. Maru 114,114(7) *
Joseph G. Mahler 75,900(8) *
Michael Bode(9) -- *
John A. Rolls 4,000 *
Thomas R. Casten -- *
Ballentine Capital Management, Inc. 863,400 5.50
10 Avon Meadow Lane
Avon, CT 06001
All Directors and Executive 2,913,503(10) 18.55
Officers as a Group
(12 persons)
* Less than one percent.
(1) Unless otherwise noted, each person identified possesses sole voting
and investment power with respect to the shares listed.
(2) Warren Bagatelle and Thomas L. Kempner, by virtue of being general
partners of Loeb Investors Co. LXXV, may each be deemed to
beneficially own the shares of the Loeb Investors Co. LXXV. Each of
Mr. Kempner and Mr. Bagatelle is a member of a group, as that term is
used in Section 13(d) of the Exchange Act, which group, in the
aggregate, owns 1,316,200 shares of Common Stock.
(3) Mr. Gerson's shareholdings include 56,600 shares held by his
wife, Barbara Gerson, as Custodian for one child and also includes
47,400 shares held by a private foundation, of which Mr. Gerson is
President and a Director. Mr. Gerson disclaims beneficial ownership of
the securities held by his wife and by the private foundation.
(4) Mr. Leitman's shareholdings include currently exercisable options to
purchase 600,000 shares of Common Stock.
(5) Includes 3,700 shares owned jointly by Dr. Baker and his wife,
Cornelia Baker.
(6) Mr. Bentley's shareholdings include exercisable options to purchase
36,450 shares of Common Stock, which will vest within 60 days.
(7) Dr. Maru's shareholdings include currently exercisable options to
purchase 72,198 shares of Common Stock, which will vest within 60
days.
(8) Mr. Mahler's shareholdings include currently exercisable options to
purchase 75,000 shares of Common Stock.
(9) Michael Bode is an executive officer of MTU.
(10) Includes currently exercisable options to purchase 783,648 shares of
Common Stock, which are currently exercisable or are exercisable
within 60 days.
<PAGE>
OTHER MATTERS
Management does not expect any matters to come before the meeting other
than those to which reference is made in this Proxy Statement. However, if any
other matters should properly come before the meeting, it is intended that
proxies in the accompanying form will be voted thereon in accordance with the
judgment of the person or persons voting such proxies.
By Order of the Board of Directors,
/s/ Joseph G. Mahler
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Joseph G. Mahler
SECRETARY
<PAGE>
PROXY BY MAIL
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL LISTED BELOW.
Please mark your vote like this. [X]
1. To consider and act upon a proposal to amend the Certificate of Incorporation
of FuelCell to increase the number of authorized shares of common stock from
20,000,000 shares to 150,000,000 shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To transact such other business as may properly come before the meeting or
any adjournments thereof.
IF YOU WISH TO VOTE ELECTRONICALLY PLEASE READ THE INSTRUCTIONS BELOW.
PLEASE MARK, SIGN,.DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
COMPANY NUMBER:
PROXY NUMBER:
ACCOUNT NUMBER:
Signature:
Signature:
Date:
Please complete, sign, and date the enclosed proxy and return it promptly in the
enclosed return envelope which has been provided for your convenience or vote
your shares by touchtone telephone, whether or not you plan to attend the
meeting. Your prompt response will assure a quorum and reduce solicitation
expense.
<PAGE>
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
VOTE BY TELEPHONE OF INTERNET
QUICK *** EASY *** IMMEDIATE
FUELCELL ENERGY, INC.
You can now vote your shares electronically through the Internet or telephone.
This eliminates the need to return the proxy card.
Your electronic vote authorizes the named proxies to vote your shares in the
same manner as if you marked, signed, dated and returned the proxy card.
TO VOTE YOUR PROXY BY INTERNET
WWW.CONTINENTALSTOCK.COM
Have your proxy card in hand when you access the above website. You will be
prompted to enter the company number, proxy number and account number to create
an electronic ballot. Follow the prompts to vote your shares.
TO VOTE YOUR PROXY BY MAIL
Mark, sign and date your proxy card above, detach it and return it in the
postage-paid envelope provided.
TO VOTE YOUR PROXY BY PHONE
1-800-293-8533
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter the company number, proxy number
and account number. Follow the voting instructions to vote your shares.
PLEASE DO NOT RETURN THE ABOVE CARD IF VOTED ELECTRONICALLY
<PAGE>
FUELCELL ENERGY, INC.
3 Great Pasture Road
Danbury, Connecticut 06813-1305
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held November 21, 2000
A Special Meeting of Shareholders of FuelCell Energy, Inc., a Delaware
corporation ("FuelCell"), is being called by the Board of Directors of the
company and will be held at the company's offices at 3 Great Pasture Road,
Danbury, Connecticut, on November 21, 2000 at 10:00 A.M., prevailing local time,
for the purposes listed on reverse side hereof.
Only shareholders of record at the close of business on October 6, 2000
are entitled to notice of and to vote at the meeting or any adjournments
thereof.
(sign on reverse side)
FOLD AND DETACH HERE
