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Registration statement [Section 12] or Annual Report [Section 13(a), 15(d)]

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Washington, D.C. 20549


(Check One)


(Exact name of registrant as specified in its charter)

Canada 2810 98-0644202
(Province or other jurisdiction
of incorporation or organization)
(Primary Standard Industrial
Classification Code Number (if applicable))
(I.R.S. Employer
Identification Number)
220 Admiral Boulevard
Mississauga, Ontario L5T 2N6
(905) 361-3660
(Address and Telephone Number of Registrant’s Principal Executive Offices)

CT Corporation
111 8th Avenue
New York, New York 10011
(212) 894-8400
(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent For Service in the United States)

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 12,540,757 Common Shares

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes ☐ No ☐

Principal Documents

The following documents of Hydrogenics Corporation (the “Registrant” or the “Company”) are filed as exhibits to this annual report and are incorporated by reference herein:

  • the Registrant’s Annual Information Form for the year ended December 31, 2015;
  • the Registrant’s Audited Consolidated Financial Statements for the years ended December 31, 2015 and 2014; and
  • the Registrant’s Management Discussion and Analysis for the year ended December 31, 2015.

Forward Looking Statements

This report contains forward-looking statements concerning anticipated developments in the operations of the Company in future periods, planned development activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “estimate”, “project”, “believe”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may”, “should”, “will” and similar expressions, or by statements that events, conditions or results “will,” “may,” “could” or “should” occur or be achieved. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in the Annual Information Form incorporated by reference in this report.

The Company’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made and the Company assumes no obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

Additional Disclosure

Certifications and Disclosure Regarding Controls and Procedures.

(a) Certifications . See Exhibits 99.4 to 99.7 to this annual report on Form 40-F.

(b) Disclosure Controls and Procedures . The required disclosure is included in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.

(c) Management’s Annual Report on Internal Control Over Financial Reporting . The required disclosure is included in Management’s Discussion and Analysis, which is incorporated herein by reference to Exhibit 99.2.

(d) Attestation Report of the Registered Public Accounting Firm . The attestation report of PricewaterhouseCoopers LLP is included in the Independent Audit Report included in the Registrant’s audited consolidated financial...