0001171843-19-005872.txt : 20190909 0001171843-19-005872.hdr.sgml : 20190909 20190909121048 ACCESSION NUMBER: 0001171843-19-005872 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190909 DATE AS OF CHANGE: 20190909 EFFECTIVENESS DATE: 20190909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYDROGENICS CORP CENTRAL INDEX KEY: 0001119985 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-77004 FILM NUMBER: 191082427 BUSINESS ADDRESS: STREET 1: 220 ADMIRAL BLVD STREET 2: - CITY: MISSISSAUGA L5T 2N6 STATE: A6 ZIP: 00000 BUSINESS PHONE: 9053613660 MAIL ADDRESS: STREET 1: 220 ADMIRAL BLVD STREET 2: - CITY: MISSISSAUGA L5T 2N6 STATE: A6 ZIP: 00000 S-8 POS 1 s8pos_090619.htm S-8 POS

As filed with the Securities and Exchange Commission on September 9, 2019

Registration No. 333-77004

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT
NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-77004

UNDER

THE SECURITIES ACT OF 1933

HYDROGENICS CORPORATION - CORPORATION HYDROGENIQUE

(Exact name of registrant as specified in its charter)

Canada

Not Applicable

(State or other jurisdiction of incorporation or

organization)

(I.R.S. Employer
Identification No.)

220 Admiral Boulevard

Mississauga, Ontario L5T 2N6

(Address, including zip code, of Principal Executive Offices)

__________________________________________________________________________________________

Hydrogenics Corporation Stock Option Plan
(Full title of the plan)

___________________________

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 894-8400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Mile T. Kurta

Torys LLP
1114 Avenue of the Americas, 23rd Floor

New York, New York 10036
Telephone: (212) 880-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF UNSOLD SECURITIES

These post-effective amendments relate to the following registration statements on Form S-8 (collectively, the “Registration Statements”) filed by Hydrogenics Corporation, a corporation existing under the laws of Canada (“Hydrogenics”), with the Securities and Exchange Commission (the “SEC”):

•

File No. 333-77004, filed with the SEC on January 18, 2002, registering 3,441,650 common shares of Hydrogenics (“Shares”), reserved for issuance under the Hydrogenics Corporation Stock Option Plan, as amended (the “Plan”); and

On September 9, 2019, in accordance with the terms of that certain arrangement agreement, dated as of June 28, 2019, among Hydrogenics, Cummins Inc., a corporation existing under the laws of the State of Indiana (“Parent”), and Atlantis AcquisitionCo Canada Corporation, a corporation existing under the laws of Ontario and a subsidiary of Parent (the “Purchaser”), the Purchaser acquired all of the outstanding common shares of Hydrogenics (the “Plan of Arrangement”).

As a result of the completion of the transactions contemplated by the Plan of Arrangement, Hydrogenics has terminated all offerings of securities pursuant to the above-referenced Registration Statements. Accordingly, Hydrogenics hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by Hydrogenics in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, Hydrogenics hereby removes from registration any and all of such securities that had been registered for issuance but remain unsold under the Registration Statements as of the date hereof, if any. The Registration Statements are hereby amended to reflect the deregistration of such securities.

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 the post-effective amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Canada, on September 9, 2019.

			HYDROGENICS CORPORATION

			By:	/s/ Marc Beisheim
				Name: Marc Beisheim
				Title: Chief Financial Officer

Note: No other person is required to sign the post-effective amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.