Filing Details
- Accession Number:
- 0000912282-19-000066
- Form Type:
- 13D Filing
- Publication Date:
- 2019-06-28 17:25:37
- Filed By:
- Hydrogen Co
- Company:
- Hydrogenics Corp (NASDAQ:HYGS)
- Filing Date:
- 2019-06-28
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
The Hydrogen Company | 3,537,931 | 3,537,931 | 3,537,931 | 18.6% | ||
L Air Liquide S.A | 3,537,931 | 3,537,931 | 3,537,931 | 18.6% |
HYDROGENICS CORPORATION - CORPORATION HYDROGENIQUE |
(Name of Issuer) |
Common Stock |
(Title of Class of Securities) |
448883207 |
(CUSIP Number) |
Sylvain Tongas L’Air Liquide S.A. 75, Quai d’Orsay 75321 Paris France +33 1 40 62 53 36 | Richard Raymer Dorsey & Whitney LLP TD Canada Trust Tower, Brookfield Place 161 Bay Street, Suite 4310 Toronto, Ontario M5J 2S1 (416) 367-7388 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | |
June 28, 2019 | |
(Date of Event which Requires Filing of this Statement) |
CUSIP No. 44883207 | 13D |
1 | NAMES OF REPORTING PERSONS | | | ||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
The Hydrogen Company | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
(b) | ☐ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
France | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
3,537,931 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
None | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
3,537,931 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
None | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
3,537,931 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
18.6% (1) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
(1) | Calculated based on 18,987,414 shares of common stock of Hydrogenics Corporation (the “Issuer”), as reported on the Issuer’s Form 6-K filed
with the Securities and Exchange Commission on May 14, 2019. |
CUSIP No. 44883207 | 13D |
1 | NAMES OF REPORTING PERSONS | | | ||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
L'Air Liquide S.A. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
(b) | ☐ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
France | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
3,537,931 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
None | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
3,537,931 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
None | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
3,537,931 | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
18.6% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
(2) | Calculated based on 18,987,414 shares of common stock of Hydrogenics Corporation (the “Issuer”), as reported on the Issuer’s Form 6-K filed with the
Securities and Exchange Commission on May 14, 2019.
|
CUSIP No. 44883207 | 13D |
This statement on Schedule 13D relates to the Common Stock, no par value (“Common Stock”), of Hydrogenics Corporation, a corporation organized under the laws of Canada (the “Issuer”). The address of the principal executive offices of the Issuer is at 220 Admiral Boulevard, Mississauga, Ontario, L5T 2N6, Canada.
This statement on Schedule 13D is filed by The Hydrogen Company (“H2C”). On December 21, 2018, H2C acquired 3,537,931 shares of the Issuer’s Common Stock, as described more fully in Item 5 below.
H2C is a corporation incorporated under the laws of France, having its principal office at 6, rue Cognacq-Jay 75007 Paris, France. H2C’s principal business is principally to develop products, equipment and infrastructure in the field of hydrogen-energy, including through the holding of participations in other companies. The directors and executive officers of H2C and their business address, principal occupation or employment and the name, address, and principal business of the entity for which said occupation or employment is conducted are indicated below.
Name | Position | Principal occupation | Business address | |||
François DARCHIS | Chairman of the Board | Senior Vice President, L'Air Liquide SA | L’Air Liquide S.A. - 75, quai d'Orsay, Paris (75007) - France | |||
Benoît POTIER | Board member | Chairman of the Board and Chief Executive Officer, L'Air Liquide SA | L’Air Liquide S.A. - 75, quai d'Orsay, Paris (75007) - France | |||
Fabienne LECORVAISIER | Board member | Executive Vice-President, L'Air Liquide SA | L’Air Liquide S.A. - 75, quai d'Orsay, Paris (75007) - France | |||
Pierre-Etienne FRANC | Chief Executive Officer and Board member | Vice-President - Hydrogen Initiative, L'Air Liquide SA | L’Air Liquide S.A. - 75, quai d'Orsay, Paris (75007) - France |
During the last five years, none of H2C or (to the knowledge of H2C) the directors or executive officers of H2C (a) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
CUSIP No. 44883207 | 13D |
This statement on Schedule 13D is also filed by L’Air Liquide S.A., a corporation incorporated under the laws of France, having its principal office at 75, Quai d’Orsay, 75321 Paris, France. L’Air Liquide S.A. is the beneficial owner of all of the outstanding shares of capital stock of H2C and, accordingly, may be considered the beneficial owner of the Common Stock acquired by H2C. L’Air Liquide S.A.’s principal business is the holding of companies active in the provision of industrial and medical gases and related technologies and services. The directors and executive officers of L’Air Liquide S.A. and their business address, principal occupation or employment and the name, address, and principal business of the entity for which said occupation or employment is conducted are indicated below.
Name | Position | Principal occupation | Business address | |||
Benoît POTIER | Chairman of the Board and Chief Executive Officer | Same as “Position” | L’Air Liquide S.A. - 75, quai d'Orsay, Paris (75007) - France | |||
Thierry PEUGEOT | Board member | NA (retired) | Peugeot S.A. - 75, avenue de la Grande Armee, Paris (75116) - France | |||
Pierre DUFOUR | Board member | NA (retired) | L’Air Liquide S.A. - 75, quai d'Orsay, Paris (75007) - France | |||
Karen KATEN | Board member | Senior adviser, EW Healthcare Partners | EW Healthcare Partners – 280 Park Avenue, 27th Floor East – New York, NY 10017 – USA | |||
Jean-Paul AGON | Board member | Chairman and Chief Executive Officer, L’Oréal | L’Oréal – 41, rue Martre – 92110 Clichy – France | |||
Rebecca Siân HERBERT-JONES | Board member | Member of the board of directors of various companies | 11 rue de Saint Senoch, Paris (75017) - France | |||
Sin LENG LOW | Board member | Chairman and Director, Nanyang Academy of Fine Arts (NAFA) | Nanyang Academy of Fine Arts – 80 Bencoolen Street – Singapore 189655 | |||
Annette WINKLER | Board member | Member of the Supervisory Board – Mercedes-Benz South Africa | Villa Kayser - Uhlbacher Strasse 7 70329 Stuttgart – Germany | |||
Philippe DUBRULLE | Board member | Programs & Services Manager, Aerospace & Defense, Air Liquide Advanced Technologies | Air Liquide Advanced Technologies – 2, rue de Clémencière, Sassenage (38360) – France | |||
Geneviève BERGER | Board member | Head of the Research Department, Firmenich SA | Firmenich SA – Route des Jeunes – 1 P.O. Box 239 – 1211 Geneva 8 – Switzerland | |||
Brian GILVARY | Board member | Chief Financial Officer and Director, BP p.l.c | BP p.l.c. – 1 St James’s Square – London SW1Y 4PD – United-Kingdom |
CUSIP No. 44883207 | 13D |
Name | Position | Principal occupation | Business address | |||
Brian GILVARY | Board member | Chief Financial Officer and Director, BP p.l.c | BP p.l.c. – 1 St James’s Square – London SW1Y 4PD – United-Kingdom | |||
Xavier HUILLARD | Board member | Chairman and Chief Executive Officer, VINCI SA | VINCI – 1, cours Ferdinand de Lesseps, 92851 Rueil-Malmaison Cedex – France |
H2C acquired the Common Stock as an investment and in order to support the business of the Issuer. H2C is entitled to, as long as H2C holds 10% or more of the Issuer’s outstanding Common Stock, designate a Director to the Issuer’s Board (see Item 5 below), and such Director will participate fully in the deliberations of the Board (the “Board Right”). The Subscription Agreement provides that for as long as H2C holds 5% or more of the Issuer’s outstanding Common Stock, H2C will have pre-emptive rights to participate in any financing of the Issuer in order to maintain its pro rata interest in the Issuer (the “Pre-Emptive Rights”). These pre-emptive rights will not apply to certain specified issuances of securities by the Issuer.
CUSIP No. 44883207 | 13D |
Exhibit No. | Description | |
Exhibit 99.1 | Subscription Agreement dated as of December 21, 2018 by and between Hydrogenics Corporation and The Hydrogen Company.†** | |
Exhibit 99.2 | Funding and Investment Agreement dated June 28, 2019 | |
Exhibit 99.3 | Voting and Support Agreement dated June 28, 2019 |
† The Hydrogen Company agrees to furnish to the SEC a supplementary copy of all omitted schedules and the exhibit to the Subscription Agreement.
CUSIP No. 44883207 | 13D |
THE HYDROGEN COMPANY | ||
By: | /s/ Pierre-Etienne Franc | |
Name: Pierre-Etienne FRANC | ||
Title: Directeur Général |
L'AIR LIQUIDE S.A. | ||
By: | /s/ Fabienne Lecorvaisier | |
Name: Fabienne LECORVAISIER | ||
Title: Executive Vice-President |
Exhibit No. | Description | |
Exhibit 99.1 | Subscription Agreement dated as of December 21, 2018 by and between Hydrogenics Corporation and The Hydrogen Company.†** | |
Exhibit 99.2 | Funding and Investment Agreement dated June 28, 2019 | |
Exhibit 99.3 | Voting and Support Agreement dated June 28, 2019 |
† The Hydrogen Company agrees to furnish to the SEC a supplementary copy of all omitted schedules and the exhibit to the Subscription Agreement.