Hydrogenics Corporation

Hydrogenics Corporation

November 09, 2009 20:01 ET

Hydrogenics Files Universal Shelf Prospectus

MISSISSAUGA, ONTARIO--(Marketwire - Nov. 9, 2009) - Hydrogenics Corporation (TSX:HYG) (NASDAQ:HYGS)(NASDAQ:HYGSD) (trading under "HYGSD" temporarily), a leading developer and manufacturer of hydrogen generation and fuel cell products, announced today that it has filed a preliminary short form base shelf prospectus with certain Canadian securities regulatory authorities, and a corresponding registration statement on Form F-3 with the U.S. Securities and Exchange Commission. The shelf prospectus will allow Hydrogenics to offer, from time to time, over a 25-month period up to US$16,000,000 of debt, equity or other securities.

These filings are intended to restore Hydrogenics' flexibility to access the capital markets that was available to Hydrogenics with its prior shelf prospectus and corresponding registration statement on Form F-10, which were withdrawn earlier this year, as disclosed in the management proxy circular dated June 25, 2009 in connection with the previously announced non-dilutive financing transaction involving Algonquin Power Income Fund.

Except as otherwise may be disclosed in a prospectus supplement relating to a particular offering, Hydrogenics currently intends to use the net proceeds received to fund current operations and potential future growth opportunities. Should Hydrogenics, offer any securities, it will make a prospectus supplement available that will include the specific terms of the securities being offered.

Hydrogenics is not required to offer or sell all or any portion of the securities in the future and will only do so if market conditions warrant.

A receipt for the final short form base shelf prospectus has not yet been obtained from the Canadian securities regulatory authorities and the shelf registration statement has not become effective. Prior to the time a receipt is issued by the Canadian securities regulatory authorities for the final short form base shelf prospectus and the shelf registration statement becomes effective, no securities may be sold, nor may offers to buy be accepted, pursuant to these documents. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.


Hydrogenics Corporation (www.hydrogenics.com) is a globally recognized developer and provider of hydrogen generation and fuel cell products and services, serving the growing industrial and clean energy markets of today and tomorrow. Based in Mississauga, Ontario, Canada, Hydrogenics has operations in North America and Europe.

This release contains forward-looking statements and are statements concerning our objectives and strategies and management's beliefs, plans, expectations and estimates and intentions about our achievements, future results, goals, levels of activity, performance, and other future events. We believe the expectations reflected in our forward-looking statements are reasonable, although we cannot guarantee achievements, future results, levels of activity, performance, or other future events. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in our forward-looking statements. These risks, uncertainties and factors include, but are not limited to: our inability to increase our revenues or raise additional funding to continue operations, execute our business plan, or to grow our business; inability to address a sustained or broad economic recession, and its impact on our business, results of operations and financial condition; our limited operating history; inability to implement our business strategy; fluctuations in our quarterly results; failure to maintain our customer base that generates the majority of our revenues; currency fluctuations; failure to maintain sufficient insurance coverage; changes in value of our identifiable intangible assets; failure of a significant market to develop for our products; failure of hydrogen being readily available on a cost-effective basis; changes in government policies and regulations; failure of uniform codes and standards for hydrogen-fuelled vehicles and related infrastructure to develop; failure to compete with other developers and manufacturers of products in our industry; failure to compete with developers and manufacturers of traditional and alternative technologies; failure to develop partnerships with original equipment manufacturers, governments, systems integrators and other third parties; inability to obtain sufficient materials and components for our products from suppliers; failure to manage expansion of our operations; failure to manage foreign sales and operations; failure to recruit, train and retain key management personnel; inability to integrate acquisitions; failure to develop adequate manufacturing processes and capabilities; failure to complete the development of commercially viable products; failure to produce cost-competitive products; failure or delay in field testing of our products; failure to produce products free of defects or errors; inability to adapt to technological advances or new codes and standards; failure to protect our intellectual property; our involvement in intellectual property litigation; and exposure to product liability claims. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied in the forward-looking statements contained herein and as such, you are cautioned not to place undue reliance on these forward-looking statements. Many of these risks are beyond our control and current expectation and knowledge. Therefore, should one or more of these risks materialize, or should assumptions underlying the forward-looking statements prove incorrect, our actual results and performance may vary significantly from what we currently foresee. You should exercise caution when considering any statements herein containing forward-looking statements and to not place undue reliance on such statements and underlying assumptions. Readers should not place undue reliance on Hydrogenics' forward-looking statements. Readers are encouraged to review the section captioned "Risk Factors" in Hydrogenics' regulatory filings with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission for a more complete discussion of factors that could affect Hydrogenics' future performance. Furthermore, the forward-looking statements contained herein are made as of the date of this release, and Hydrogenics undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, unless otherwise required by law. The forward-looking statements contained in this release are expressly qualified by this cautionary statement.

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