UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2003
FUELCELL ENERGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-14204 06-0853042
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3 Great Pasture Road, Danbury, Connecticut 06813
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(Address of principal executive offices) (Zip Code)
(203) 825-6000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE:
On November 3, 2003, FuelCell Energy, Inc. ("FuelCell") acquired Global
Thermoelectric Inc. ("Global"). On May 14, 2004, FuelCell filed a Current Report
on Form 8-K with the Commission describing and providing certain financial
information regarding the acquisition, including Global's financial statements
as of and for the year ended December 31, 2002. FuelCell is filing this Current
Report on Form 8-K/A to include, along with Global's financial statements as of
and for the year ended December 31, 2002, Global's financial statements as of
and for the year ended December 31, 2001 and for the nine months ended December
31, 2000. FuelCell previously filed Global's financial statements as of and for
the year ended December 31, 2002, as of and for the year ended December 31, 2001
and for the nine months ended December 31, 2000 in its proxy statement on
Schedule 14A, filed October 6, 2003, in connection with its acquisition of
Global. Other than changes to the audit reports accompanying the Global
financial statements to indicate that such financial statements were audited in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), as well as Canadian Generally Accepted Auditing Standards, the
attached Global financial statements are, in all material respects, the same as
the Global financial statements filed with the proxy statement.
ITEM 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
(i) Audit report of PricewaterhouseCoopers LLP, dated February 11,
2003, relating to consolidated balance sheet of Global Thermoelectric Inc. as at
December 31, 2002, and consolidated statements of operations and accumulated
deficit and cash flows for the year then ended (attached as part of Exhibit
99.1).
(ii) Audit report of Ernst & Young LLP, dated February 22, 2002,
relating to consolidated balance sheets of Global Thermoelectric Inc. as at
December 31, 2001 and 2000 and consolidated statements of operations and
accumulated deficit and cash flows for the year ended December 31, 2001, the
nine month period ended December 31, 2000 and the year ended March 31, 2000
(attached as part of Exhibit 99.1).
(iii) Consolidated balance sheets of Global Thermoelectric Inc. as at
December 31, 2002 and 2001, consolidated statements of operations and
accumulated deficit and cash flows of Global Thermoelectric Inc. for the year
ended December 31, 2002, the year ended December 31, 2001 and the nine month
period ended December 31, 2000, together with related notes (attached as Exhibit
99.1).
(b) Pro Forma Financial Information.
(i) Unaudited pro forma condensed combined financial statements of
FuelCell Energy, Inc. and Global Thermoelectric Inc. as of July 31, 2003
(incorporated by reference to pages 110 through 119 of the Definitive Proxy
Statement of FuelCell Energy, Inc. filed with the Commission on Schedule 14A on
October 6, 2003).*
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*The Compilation Report of KPMG LLP, dated September 30, 2003, on the above pro
forma financial statements of FuelCell Energy, Inc. and Global Thermoelectric
Inc. appearing on page 110 of the Definitive Proxy Statement of FuelCell Energy,
Inc. filed with the Commission on Schedule 14A on October 6, 2003 is not
incorporated by reference herein.
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(c) Exhibits.
Exhibit Number Description
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2.1 Combination Agreement, dated as of August 4, 2003, by
and between FuelCell Energy, Inc. and Global
Thermoelectric Inc. (incorporated by reference to
Exhibit 99.1 to Current Report on Form 8-K of
FuelCell Energy, Inc. filed with the Commission on
August 5, 2003)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
99.1 Consolidated balance sheets of Global Thermoelectric
Inc. as at December 31, 2002 and 2001, consolidated
statements of operations and accumulated deficit and
cash flows of Global Thermoelectric Inc. for the year
ended December 31, 2002, the year ended December 31,
2001 and the nine month period ended December 31,
2000, together with related notes and audit reports
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FUELCELL ENERGY, INC.
Date: September 10, 2004 By: /s/ Joseph G. Mahler
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Joseph G. Mahler
Senior Vice President, Chief Financial
Officer, Corporate Secretary and Treasurer
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Combination Agreement, dated as of August 4, 2003, by and
between FuelCell Energy, Inc. and Global Thermoelectric Inc.
(incorporated by reference to Exhibit 99.1 to Current Report
on Form 8-K of FuelCell Energy, Inc. filed with the Commission
on August 5, 2003)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
99.1 Consolidated balance sheets of Global Thermoelectric Inc. as
at December 31, 2002 and 2001, consolidated statements of
operations and accumulated deficit and cash flows of Global
Thermoelectric Inc. for the year ended December 31, 2002, the
year ended December 31, 2001 and the nine month period ended
December 31, 2000, together with related notes and audit
reports
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