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:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] 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., which will be held on Tuesday, November 21, 2000 at 11:00
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. Please
be sure you are represented at the meeting, whether or not you plan to attend,
by signing, dating and mailing the proxy card promptly. A postage-paid return
envelope is enclosed for your convenience. You may also vote your shares by
touch-tone telephone by using the toll-free telephone number on your proxy card.
Sincerely yours,
Jerry Leitman
PRESIDENT
<PAGE>
FUELCELL ENERGY, INC.
3 GREAT PASTURE ROAD
DANBURY, CONNECTICUT 06813-1305
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 21, 2000
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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 11:00 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,
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
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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 21, 2000
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PROXY STATEMENT
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This Proxy Statement, mailed to shareholders on October 6, 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 _________
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, __________ shares of common stock were outstanding and
__________ shares of common stock were required to be reserved for issuance
relating to outstanding options and options available for grant. 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
<PAGE>
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.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of October __, 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 (2)
c/o Loeb Partners Corp.
61 Broadway
New York, NY 10006
Thomas L. Kempner (2)
c/o Loeb Partners Corp.
61 Broadway
New York, NY 10006
Loeb Investors Co., LXXV (2)
61 Broadway
New York, NY 10006
Daimler Benz affiliate
MTU-Friedrichshafen
GmbH ("MTU")
Neue Technologien, Gebaude 6.1
Zimmer 102A D-85521 Ottobrunn
Germany
James D. Gerson (3)
c/o Fahnestock and Co.
780 3rd Avenue
New York, NY 10017
Jerry D. Leitman (4)
Bernard S. Baker (5) *
William A. Lawson
Christopher R. Bentley (6)
<PAGE>
SHARES OF PERCENTAGE OF
COMMON OUTSTANDING
STOCK OWNED COMMON
NAME BENEFICIALLY STOCK (1)
---- ------------ ---------
Hansraj C. Maru (7) *
Joseph G. Mahler (8) *
Michael Bode -- (9) *
John A. Rolls -- *
All Directors and Executive (10)
Officers as a Group
(11 persons)
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* 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 658,100 shares of
Common Stock.
(3) Mr. Gerson's shareholdings include 54,600 shares held by his wife, Barbara
Gerson, as Custodian for two children and also includes 23,700 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 225,000 shares of Common Stock.
(5) Includes 2,750 shares owned jointly by Dr. Baker and his wife, Cornelia
Baker.
(6) Mr. Bentley's shareholdings include exercisable options to purchase 18,225
shares of Common Stock, which will vest within 60 days.
(7) Dr. Maru's shareholdings include currently exercisable options to purchase
36,099 shares of Common Stock, which will vest within 60 days.
(8) Mr. Mahler's shareholdings include currently exercisable options to
purchase 18,750 shares of Common Stock.
(9) Michael Bode is an executive officer of MTU.
(10) Includes currently exercisable options to purchase 298,074 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,
Joseph G. Mahler
SECRETARY
<PAGE>
PROXY FUELCELL ENERGY, INC. PROXY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS NOVEMBER 21, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jerry Leitman and Joseph Mahler, and each
of them, attorneys with full power of substitution, to vote as directed below
all shares of Common Stock of FuelCell Energy, Inc. registered in the name of
the undersigned, or which the undersigned may be entitled to vote, at the
Special Meeting of Shareholders to be held at the offices of FuelCell Energy,
Inc., at 3 Great Pasture Road, Danbury, Connecticut, on November 21, 2000 at
11:00 a.m. and at any adjournment or postponement thereof.
1. APPROVAL OF INCREASE IN THE AUTHORIZED COMMON SHARES FROM 20,000,000 TO
150,000,000.
[_] FOR [_] AGAINST [_] ABSTAIN
2. AS SUCH PROXIES MAY IN THEIR DISCRETION DETERMINE IN RESPECT OF ANY OTHER
BUSINESS PROPERLY TO COME BEFORE THE MEETING (THE BOARD OF DIRECTORS
KNOWING OF NO SUCH OTHER BUSINESS). THE DIRECTORS RECOMMEND A VOTE FOR ITEM
1. ---
UNLESS THE SHAREHOLDER DIRECTS OTHERWISE, THIS PROXY WILL BE VOTED FOR ITEM 1.
PLEASE DATE, SIGN AND RETURN IN THE ENVELOPE PROVIDED.
Dated _______________________________, 2000
___________________________________________
___________________________________________
Signature of Shareholder(s)
(Please sign in the same form as name
appears hereon. Executors and other
fiduciaries should indicate their titles.
If signed on behalf of a corporation, give
title of officer signing).
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD NOVEMBER 21, 2000.
