Fuelcell Energy Inc 8-K, filed Jul 12, 2021
Fuelcell Energy Inc (FCEL)
About this 8-K
Fuelcell Energy Inc filed this 8-K on July 12, 2021, reporting on events of July 9, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On July 12, 2021, FuelCell Energy, Inc. (the “Company”) issued a press release announcing that it has received a favorable ruling in a court case filed in the Court of Chancery in Delaware by POSCO Energy Co., Ltd. (“POSCO Energy”). A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 7.01, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
Item 8.01.Other Events.
As previously disclosed, on August 28, 2020, POSCO Energy filed a complaint in the Court of Chancery of the State of Delaware (the “Court”) purportedly seeking to enforce its rights as a stockholder of the Company to inspect and make copies and extracts of certain books and records of the Company pursuant to Section 220 of the Delaware General Corporation Law. POSCO Energy alleged that it was seeking to inspect these documents for a proper purpose reasonably related to its interests as a stockholder of the Company, including investigating whether the Company’s Board of Directors and its management breached their fiduciary duties of loyalty, due care, and good faith. POSCO Energy sought an order of the Court permitting POSCO Energy to inspect and copy the demanded books and records, awarding POSCO Energy reasonable costs and expenses, including reasonable attorney’s fees incurred in connection with the matter, and granting such other and further relief as the Court deemed just and proper.
The Company vigorously opposed POSCO Energy’s request on the grounds, among others, that POSCO Energy was not seeking to inspect the Company’s books and records for a proper purpose, but rather that POSCO Energy initiated the legal proceeding to fulfill POSCO Energy’s prior threats to file a series of actions against the Company, to attempt to obtain leverage over the Company and to gain advantage in the previously disclosed pending arbitration filed by the Company against POSCO Energy.
On July 9, 2021, the Court issued a post-trial ruling denying POSCO Energy’s summary statutory demand to inspect the Company’s books and records because POSCO Energy lacks a proper purpose. The Court held that the totality of the circumstances, including the fact this was the seventh legal action POSCO Energy initiated against the Company within the span of nine months, confirmed that POSCO Energy’s purpose in initiating the books and records demand and filing the complaint was not proper.
The Court is expected to issue a final order of its post-trial ruling in the near future. The official transcript of the Court’s ruling is not yet available.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FUELCELL ENERGY, INC. | |
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Date: July 12, 2021 | By: | /s/ Michael S. Bishop |
| | Michael S. Bishop |
| | Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
FUELCELL ENERGY RECEIVES COURT CASE WIN IN THE COURT OF CHANCERY IN DELAWARE VERSUS POSCO ENERGY
DANBURY, CT – July 12, 2021 – FuelCell Energy, Inc. (Nasdaq: FCEL) -- a global leader in fuel cell technology with a purpose of utilizing its proprietary, state-of-the-art fuel cell platforms to enable a world empowered by clean energy— announced today that it has received a favorable ruling in a court case filed in the Court of Chancery in Delaware by POSCO Energy Co., Ltd. (POSCO Energy). On July 9, 2021, the Court issued a post-trial ruling denying POSCO Energy’s summary statutory demand to inspect the Company’s books and records because POSCO Energy lacks a proper purpose. The Court held that the totality of the circumstances, including the fact this was the seventh legal action POSCO Energy initiated against the Company within the span of nine months, confirmed that POSCO Energy’s purpose in initiating the books and records demand and filing the complaint was not proper.
“The Court’s decision represents a landmark victory for FuelCell Energy, as it is one of the few times that a Delaware court has denied a party’s request to inspect a corporation’s books and records based on an improper purpose defense,” commented Jason Few, President and Chief Executive Officer, FuelCell Energy.
Mr. Few continued, “We are proud of FuelCell Energy's track record of commitment to the highest ethical standards, and compliance with the law. Commercially, we are excited to be engaged with the South Korean and broader Asian marketplace. FuelCell Energy looks forward to continuing its work in enabling the region’s energy transformation to a cleaner future.”
About FuelCell Energy
FuelCell Energy, Inc. (NASDAQ: FCEL): FuelCell Energy is a global leader in sustainable clean energy technologies that address some of the world’s most critical challenges around energy, safety and global urbanization. As a leading global manufacturer of proprietary fuel cell technology platforms, FuelCell Energy is uniquely positioned to serve customers worldwide with sustainable products and solutions for businesses, utilities, governments and municipalities. Our solutions are designed to enable a world empowered by clean energy, enhancing the quality of life for people around the globe. We target large-scale power users with our megawatt-class installations globally, and currently offer sub-megawatt solutions for smaller power consumers in Europe. To provide a frame of reference, one megawatt is adequate to continually power approximately 1,000 average sized U.S. homes. We develop turn-key distributed power generation solutions and operate and provide comprehensive service for the life of the power plant. Our fuel cell solution is a clean, efficient alternative to traditional combustion-based power generation, and is complementary to an energy mix consisting of intermittent sources of energy, such as solar and wind turbines. Our customer base includes utility companies, municipalities, universities, hospitals, government
entities/military bases and a variety of industrial and commercial enterprises. Our leading geographic markets are currently the United States and South Korea, and we are pursuing opportunities in other countries around the world. FuelCell Energy, based in Connecticut, was founded in 1969.
SureSource, SureSource 1500, SureSource 3000, SureSource 4000, SureSource Recovery, SureSource Capture, SureSource Hydrogen, SureSource Storage, SureSource Service, SureSource Treatment, SureSource Capital, FuelCell Energy, and FuelCell Energy logo are all trademarks of FuelCell Energy, Inc.
Contact:
FuelCell Energy, Inc.
ir@fce.com
203.205.2491
Source: FuelCell Energy
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