As filed with the Securities and Exchange Commission on June 9, 2004.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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HYDROGENICS CORPORATION - CORPORATION HYDROGENIQUE
(Exact name of Registrant as specified in its charter)
Canada Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5985 McLaughlin Road
Mississauga, Ontario L5R 1B8
Canada
(Address, including zip code, of Registrant's principal executive offices)
Hydrogenics Corporation Stock Option Plan
(Full Title of the Plan)
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CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8400
(Name, address, and telephone number, including area code, of agent
for service)
Copies of communications to:
Mark L. Mandel, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
United States
(212) 819-8200
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CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed maximum Proposed maximum
Title of securities to be registered Amount to be offering price aggregate offering Amount of
registered (1) per share (2) price (2) registration fee
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Common Shares 3,500,000 $ 4.63 $ 16,429,169 $2,082.00
4.77
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(1) This Registration Statement shall also cover any additional Common Shares
which become issuable under the Registrant's Stock Option Plan by reason of
any share dividend, share split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of the Registrant's Common
Shares.
(2) Calculated solely for purposes of this offering under Rule 457(h) under the
Securities Act of 1933, as amended, on the basis of (i) the weighted
average exercise price of $4.63 with respect to 1,898,793 Common Shares
subject to outstanding options and (ii) the average of the high and low
selling price per Common Share on June 7, 2004, of $4.77 as reported by the
Nasdaq National Market, with respect to 1,601,207 Common Shares not subject
to outstanding options.
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers an additional 3,500,000
common shares of Hydrogenics Corporation issuable under the Registrant's Stock
Option Plan, as amended. In accordance with General Instruction E of Form S-8,
the contents of the Registrant's Registration Statement on Form S-8 (File No.
333-77004) filed with the Securities and Exchange Commission on January 18,
2002, are incorporated herein by reference and the information required by Part
II is omitted, except as supplemented by the information set forth below.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mississauga, Ontario, Canada on May 27, 2004.
HYDROGENICS CORPORATION.
By: /s/ Pierre Rivard
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Name: Pierre Rivard
Title: President and Chief
Executive Officer
SIGNATURES AND POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Pierre Rivard and Jonathan Lundy, and each of
them severally, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Pierre Rivard President, Chief Executive Officer May 27, 2004
----------------------- and Director
Pierre Rivard (Principal Executive Officer)
/s/ Norman M. Seagram
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Norman M. Seagram Chairman of the Board of Directors May 27, 2004
/s/ Gary Brandt Chief Financial Officer May 27, 2004
----------------------- (Principal Financial and Accounting
Gary Brandt Officer)
/s/ Boyd J. Taylor
----------------------- Vice President Business Development, May 27, 2004
Sales and Marketing and Director
/s/ Joseph Cargnelli
----------------------- Chief Technology Officer and Director May 27, 2004
Joseph Cargnelli
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/s/ Don J. Morrison Director May 27, 2004
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Don J. Morrison
/s/ Donald J. Lowry Director May 27, 2004
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Donald J. Lowry
/s/ Wesley Twiss Director May 27, 2004
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Wesley Twiss
/s/ Frank Colvin Director May 27, 2004
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Frank Colvin
/s/ James Sardo Director May 27, 2004
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James Sardo
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
the undersigned has signed this Registration Statement, solely in the capacity
of the duly authorized representative of Hydrogenics Corporation in the United
States, in the City of Newark, Delaware on June 7, 2004.
PUGLISI & ASSOCIATES
By: /s/ Gregory F. Lavelle
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Name: Gregory F. Lavelle
Title: Managing Director
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EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of Osler, Hoskin & Harcourt LLP
23.1 Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included in signature page)
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