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.
Item 9.01.Financial Statements and Exhibits.
(d) The following exhibits are being filed or furnished (as applicable)
herewith:
Exhibit No. Description
99.1 FuelCell Energy, Inc. Press Release dated July 12, 2021.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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