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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/14/21 Plug Power Inc. 10-K 12/31/20 138:42M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 5.95M
2: EX-3.9 Articles of Incorporation/Organization or Bylaws HTML 115K
3: EX-4.6 Instrument Defining the Rights of Security Holders HTML 52K
4: EX-10.2 Material Contract HTML 77K
5: EX-10.3 Material Contract HTML 113K
6: EX-10.31 Material Contract HTML 176K
7: EX-10.32 Material Contract HTML 315K
8: EX-23.1 Consent of Expert or Counsel HTML 43K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 44K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 44K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 40K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 40K
19: R1 Document and Entity Information HTML 99K
20: R2 Consolidated Balance Sheets HTML 153K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 68K
22: R4 Consolidated Statements of Operations HTML 153K
23: R5 Consolidated Statements of Comprehensive Loss HTML 60K
24: R6 Consolidated Statements of Stockholders' Equity HTML 173K
(Deficit)
25: R7 Consolidated Statements of Stockholders' Equity HTML 45K
(Deficit) (Parenthetical)
26: R8 Consolidated Statements of Cash Flows HTML 167K
27: R9 Nature of Operations HTML 57K
28: R10 Restatement of Previously Issued Consolidated HTML 969K
Financial Statements
29: R11 Unaudited Quarterly Financial data and Restatement HTML 4.15M
of Previously Issued Unaudited Interim Condensed
Consolidated Financial Statements
30: R12 Summary of Significant Accounting Policies HTML 187K
31: R13 Acquisitions HTML 94K
32: R14 Earnings Per Share HTML 87K
33: R15 Inventory HTML 54K
34: R16 Property, Plant and Equipment HTML 60K
35: R17 Equipment Related to Power Purchase Agreements and HTML 52K
Fuel Delivered to Customers, net
36: R18 Intangible Assets and Goodwill HTML 90K
37: R19 Accrued Expenses HTML 57K
38: R20 Operating and Finance Lease Liabilities HTML 92K
39: R21 Finance Obligations HTML 78K
40: R22 Long-Term Debt HTML 50K
41: R23 Convertible Senior Notes HTML 104K
42: R24 Stockholders' Equity HTML 49K
43: R25 Redeemable Convertible Preferred Stock HTML 42K
44: R26 Warrant Transaction Agreements HTML 65K
45: R27 Revenue HTML 111K
46: R28 Employee Benefit Plans HTML 112K
47: R29 Income Taxes HTML 280K
48: R30 Commitments and Contingencies HTML 46K
49: R31 Subsequent Events HTML 42K
50: R32 Summary of Significant Accounting Policies HTML 250K
(Policies)
51: R33 Restatement of Previously Issued Consolidated HTML 953K
Financial Statements (Tables)
52: R34 Unaudited Quarterly Financial data and Restatement HTML 149K
of Previously Issued Unaudited Interim Condensed
Consolidated Financial Statements (Tables)
53: R35 Summary of Significant Accounting Policies HTML 103K
(Tables)
54: R36 Acquisitions (Tables) HTML 79K
55: R37 Earnings Per Share (Tables) HTML 87K
56: R38 Inventory (Tables) HTML 54K
57: R39 Property, Plant and Equipment (Tables) HTML 59K
58: R40 Equipment Related to Power Purchase Agreements and HTML 50K
Fuel Delivered to Customers, net (Tables)
59: R41 Intangible Assets and Goodwill (Tables) HTML 88K
60: R42 Accrued Expenses (Tables) HTML 56K
61: R43 Operating and Finance Lease Liabilities (Tables) HTML 89K
62: R44 Finance Obligations (Tables) HTML 90K
63: R45 Long-Term Debt (Tables) HTML 44K
64: R46 Convertible Senior Notes (Tables) HTML 47K
65: R47 Amazon.com, Inc. Transaction Agreement (Tables) HTML 50K
66: R48 Revenue (Tables) HTML 110K
67: R49 Employee Benefit Plans (Tables) HTML 106K
68: R50 Income Taxes (Tables) HTML 279K
69: R51 Nature of Operations (Details) HTML 149K
70: R52 Restatement of Previously Issued Consolidated HTML 170K
Financial Statements - Restatement Background
(Details)
71: R53 Restatement of Previously Issued Consolidated HTML 63K
Financial Statements - Research and development
expense (Details)
72: R54 Restatement of Previously Issued Consolidated HTML 226K
Financial Statements - Consolidated Balance Sheets
(Details)
73: R55 Restatement of Previously Issued Consolidated HTML 75K
Financial Statements - Consolidated Balance Sheets
(Narrative) (Details)
74: R56 Restatement of Previously Issued Consolidated HTML 232K
Financial Statements - Consolidated Statements of
Income (Details)
75: R57 Restatement of Previously Issued Consolidated HTML 80K
Financial Statements - Consolidated Statements of
Comprehensive Income (Details)
76: R58 Restatement of Previously Issued Consolidated HTML 96K
Financial Statements - Consolidated Statements of
Stockholders' Equity (Details)
77: R59 Restatement of Previously Issued Consolidated HTML 273K
Financial Statements - Consolidated Statements of
Cash Flows (Details)
78: R60 Unaudited Quarterly Financial data and Restatement HTML 226K
of Previously Issued Unaudited Interim Condensed
Consolidated Financial Statements - Consolidated
Balance Sheets (Details)
79: R61 Unaudited Quarterly Financial data and Restatement HTML 65K
of Previously Issued Unaudited Interim Condensed
Consolidated Financial Statements - Consolidated
Balance Sheets (Narrative) (Details)
80: R62 Unaudited Quarterly Financial data and Restatement HTML 229K
of Previously Issued Unaudited Interim Condensed
Consolidated Financial Statements - Consolidated
Statements of Income (Details)
81: R63 Unaudited Quarterly Financial data and Restatement HTML 73K
of previously Issued Unaudited interim Condensed
Consolidated Financial Statements - Consolidated
Statements of Comprehensive Income (Details)
82: R64 Unaudited Quarterly Financial data and Restatement HTML 96K
of Previously Issued Unaudited interim Condensed
Consolidated Financial Statements - Condensed
Consolidated Statements of Stockholders' Equity
(Details)
83: R65 Unaudited Quarterly Financial data and Restatement HTML 270K
of Previously Issued Unaudited interim Condensed
Consolidated Financial Statements - Consolidated
Statements of Cash Flows (Details)
84: R66 Unaudited Quarterly Financial data and Restatement HTML 56K
of Previously Issued Unaudited interim Condensed
Consolidated Financial Statements - Narrative
(Details)
85: R67 Unaudited Quarterly Financial data and Restatement HTML 199K
of Previously Issued Unaudited Interim Condensed
Consolidated Financial Statements - Additional
Information (Details)
86: R68 Summary of Significant Accounting Policies HTML 122K
(Details)
87: R69 Summary of Significant Accounting Policies - HTML 46K
Accrual for loss contracts (Details)
88: R70 Summary of Significant Accounting Policies - Fair HTML 56K
value measurements (Details)
89: R71 Acquisitions - Fair value of consideration HTML 49K
(Details)
90: R72 Acquisitions - Allocation Of Purchase Price HTML 74K
(Details)
91: R73 Acquisitions - Goodwill (Details) HTML 51K
92: R74 Acquisitions - Narratives (Details) HTML 121K
93: R75 Earnings Per Share - Basic and Diluted Components HTML 49K
(Details)
94: R76 Earnings Per Share - Dilutive Potential Common HTML 117K
Shares (Details)
95: R77 Inventory (Details) HTML 50K
96: R78 Property, Plant and Equipment (Details) HTML 59K
97: R79 Equipment Related to Power Purchase Agreements and HTML 48K
Fuel Delivered to Customers, net (Details)
98: R80 Equipment Related to Power Purchase Agreements and HTML 46K
Fuel Delivered to Customers, net - Future minimum
lease payments (Details)
99: R81 Intangible Assets and Goodwill - Gross Carrying HTML 86K
Amount (Details)
100: R82 Intangible Assets and Goodwill - Estimated HTML 58K
Amortization Expense (Details)
101: R83 Accrued Expenses (Details) HTML 54K
102: R84 Operating and Finance Lease Liabilities - HTML 68K
Narrative (Details)
103: R85 Operating and Finance Lease Liabilities - Future HTML 90K
minimum lease payments under operating and finance
leases (Details)
104: R86 Operating and Finance Lease Liabilities - Other HTML 45K
information related to the operating leases
(Details)
105: R87 Operating and Finance Lease Liabilities - Other HTML 45K
information related to the finance leases
(Details)
106: R88 Finance Obligations - Narrative (Details) HTML 58K
107: R89 Finance Obligations - Future minimum payments HTML 70K
under finance obligations (Details)
108: R90 Finance Obligations - Other information related to HTML 48K
finance obligations (Details)
109: R91 Long-Term Debt (Details) HTML 96K
110: R92 Convertible Senior Notes - Net proceeds (Details) HTML 223K
111: R93 Convertible Senior Notes (Details) HTML 63K
112: R94 Convertible Senior Notes - Conversion (Details) HTML 58K
113: R95 Convertible Senior Notes - Capped Call and Common HTML 84K
Stock Forward (Details)
114: R96 Stockholders' Equity - Common Stock and Warrants HTML 106K
(Details)
115: R97 Redeemable Convertible Preferred Stock (Details) HTML 65K
116: R98 Warrant Transaction Agreements - Amazon.com, Inc. HTML 117K
Transaction Agreement (Details)
117: R99 Warrant Transaction Agreements - Walmart Stores, HTML 72K
Inc. Transaction Agreement (Details)
118: R100 Revenue - Disaggregation of Revenue (Details) HTML 72K
119: R101 Revenue - Contract balances (Details) HTML 46K
120: R102 Revenue - Changes in contract assets and contract HTML 54K
liabilities (Details)
121: R103 Revenue - Estimated future revenue (Details) HTML 60K
122: R104 Revenue - Others (Details) HTML 39K
123: R105 Employee Benefit Plans - Assumptions For HTML 87K
Estimating Fair Value (Details)
124: R106 Employee Benefit Plans - Stock Activity, Weighted HTML 100K
Average Exercise Price (Details)
125: R107 Employee Benefit Plans - Restricted Stock Activity HTML 71K
(Details)
126: R108 Employee Benefit Plans - 401(K) Saving And HTML 57K
Retirement Plan (Details)
127: R109 Income Taxes - Components Of Income Tax (Details) HTML 84K
128: R110 Income Taxes - Effective Income Tax Rate HTML 53K
Reconciliation (Details)
129: R111 Income Taxes - Deferred Tax Assets And Liabilities HTML 96K
(Details)
130: R112 Income Taxes - Change In Valuation Allowance HTML 55K
(Details)
131: R113 Income Taxes - Unrecognized Tax Benefits (Details) HTML 67K
132: R114 Income Taxes (Details) HTML 54K
133: R115 Commitments and Contingencies - Concentrations of HTML 79K
Credit Risk (Details)
134: R116 Subsequent Events (Details) HTML 88K
136: XML IDEA XML File -- Filing Summary XML 263K
18: XML XBRL Instance -- plug-20201231x10k_htm XML 13.27M
135: EXCEL IDEA Workbook of Financial Reports XLSX 272K
14: EX-101.CAL XBRL Calculations -- plug-20201231_cal XML 295K
15: EX-101.DEF XBRL Definitions -- plug-20201231_def XML 1.76M
16: EX-101.LAB XBRL Labels -- plug-20201231_lab XML 2.29M
17: EX-101.PRE XBRL Presentations -- plug-20201231_pre XML 2.40M
13: EX-101.SCH XBRL Schema -- plug-20201231 XSD 345K
137: JSON XBRL Instance as JSON Data -- MetaLinks 605± 1.01M
138: ZIP XBRL Zipped Folder -- 0001558370-21-007147-xbrl Zip 1.14M
Exhibit 4.6
PLUG POWER INC.
DESCRIPTION OF SECURITIES REGISTERED
UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Plug Power, Inc., a Delaware corporation, has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, referred to herein as the Exchange Act: common stock, par value $0.01 per share, referred to herein as the Common Stock. The following description sets forth certain material terms and provisions of the Common Stock. This description also summarizes relevant provisions of the Delaware General Corporation Law, referred to herein as the DGCL. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of the DGCL and our Amended and Restated Certificate of Incorporation, as amended from time to time, referred to herein as the Certificate of Incorporation, and our Fourth Amended and Restated Bylaws, as amended from time to time, referred to herein as the Bylaws, copies of which are incorporated by reference as an exhibit to our Annual Report on Form 10‑K of which this Exhibit 4.6 is a part. We encourage you to read the Certificate of Incorporation, the Bylaws and the applicable provisions of the DGCL for additional information. References in this Exhibit 4.6 to “Plug Power,” the “Company,” “we,” “our” or “us” refer to Plug Power Inc.
General
Authorized Shares
The Certificate of Incorporation authorizes us to issue up to 755,000,000 shares, of which (i) 750,000,000 shares are classified as shares of Common Stock, and (ii) 5,000,000 shares are classified as preferred stock, par value $0.01 per share, consisting of 170,000 shares of Series A Junior Participating Cumulative Preferred Stock, 10,431 shares of Series C Redeemable Convertible Preferred Stock, 35,000 shares of Series E Convertible Preferred Stock and 4,784,569 shares of undesignated preferred stock. As of December 31, 2020, there were no shares of Series A Junior Participating Cumulative Preferred Stock, no shares of Series C Redeemable Convertible Preferred Stock outstanding, and no shares of Series E Convertible Preferred Stock outstanding.Power to Issue Additional Shares of Common Stock and Preferred Stock, and Reclassify Shares of Stock
Additional shares of authorized Common Stock and preferred stock may be issued, as authorized by our board of directors from time to time, without stockholder approval, except as may be required by applicable securities exchange requirements. The Certificate of Incorporation authorizes our board of directors to classify any unissued shares of preferred stock and to reclassify any previously classified but unissued shares of any series into other classes or series of stock. Prior to the issuance of shares of each class or series of preferred stock, the Company’s board of directors will set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each such class or series.
Voting Rights
The holders of Common Stock possess exclusive voting rights in us, except to the extent our board of directors specifies voting power with respect to any other class of securities issued in the future. Each holder of our Common Stock is entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.
Stockholders do not have any right to cumulate votes in the election of directors. Consequently,the holders of a majority or, in certain circumstances, a plurality of the shares of Common Stock entitled to vote in any election of directors may elect all of the directors standing for election. In an uncontested election, a director nominee will be elected to the board of directors only if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. In a contested election, or otherwise where the number of director nominees exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes cast.
With respect to matters other than the election of directors, at any meeting of the stockholders at which a quorum is present or represented, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at such meeting and entitled to vote on the subject matter shall be the act of the stockholders, except as otherwise required by law.
Dividend and Liquidation Rights
Subject to the preferences that may be applicable to any then outstanding preferred stock, each holder of our Common Stock is entitled to share ratably in distributions to stockholders and to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, holders of our Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.
Terms of Conversion, Sinking Fund Provisions, Redemption
All of the outstanding shares of Commons Stock are, and the shares of Common Stock issued upon the conversion of any securities convertible into our Common Stock will be, duly authorized, fully paid and nonassessable. Holders of our Common Stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our Common Stock. The rights, preferences and privileges of the holders of our Common Stock are subject to, and may be adversely affected by, the rights of any series of our preferred stock that we may designate and issue in the future.
Delaware Anti-Takeover Law and Provisions of our Certificate of Incorporation and Bylaws
Delaware Anti-Takeover Law
We are subject to Section 203 of the DGCL. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
· | prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
· | the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
· | on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
Section 203 defines a business combination to include:
· | any merger or consolidation involving the corporation and the interested stockholder; |
· | any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; |
· | subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
· | and the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation or any entity or person affiliated with or controlling or controlled by the entity or person.
Certificate of Incorporation and Bylaws
Provisions of our Certificate of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our Common Stock. Among other things, our Certificate of Incorporation and Bylaws:
· | permit our board of directors to issue up to 5,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate; |
· | provide that the authorized number of directors may be changed only by resolution of the board of directors; |
· | provide that all vacancies, including newly created directorships, may, except as otherwise required by law and subject to the rights of the holders of any series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; |
· | divide our board of directors into three classes; |
· | generally require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent; |
· | provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice; |
· | do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of Common Stock entitled to vote in any uncontested election of directors to elect all of the directors standing for election, if they should so choose); and |
· | provide that, except as otherwise required by statute and subject to the rights of the holders of any series of preferred stock, special meetings of our stockholders may be called only by the board of directors pursuant to a resolution adopted by a majority of the directors then in office. |
The amendment of any of these provisions, with the exception of the ability of our board of directors to issue shares of preferred stock and designate any rights, preferences and privileges thereto, would require approval by the holders of at least two-thirds of our then outstanding Common Stock.
Transfer Agent and Registrar
The transfer agent and registrar for our Common Stock is Broadridge Corporate Issuer Solutions, Inc. The transfer agent and registrar’s address is 1717 Arch Street, Suite 1300, Philadelphia, Pennsylvania, 19103.
Stock Exchange Listing
Our Common Stock trades on the NASDAQ Capital Market under the symbol “PLUG.”
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/14/21 | 8-K, 8-K/A | ||
| For Period end: | 12/31/20 | 10-K/A, 5, 8-K, NT 10-K | ||
| List all Filings | ||||