Notice of Termination of a Foreign Private Issuer's Registration of a Class of Securities Under Section 12(g) (15f-12g)
19 9월 2019 - 9:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUERS TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number
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000-31815
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HYDROGENICS CORPORATION CORPORATION HYDROGENIQUE
(Exact name of registrant as specified in its charter)
220 Admiral Boulevard, Mississauga, Ontario, L5T 2N6 (905) 361-3660
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
Common Shares
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
Rule 12h-6(a)
(for equity securities)
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x
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Rule 12h-6(d)
(for successor registrants)
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o
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Rule 12h-6(c)
(for debt securities)
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o
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Rule 12h-6(i)
(for prior Form 15 filers)
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o
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PART I
Item 1. Exchange Act Reporting History
A. Hydrogenics Corporation (the Company) first incurred the duty to file reports under Section 13(a) of the Securities Exchange Act of 1934 (the Exchange Act), on or about July 31, 2000, upon the filing of a registration statement on Form F-1.
B. The Company has filed or furnished all reports required under Exchange Act Section 13(a) or Section 15(d) and corresponding rules for the 12 months preceding the filing of this Form 15F. The Company has filed at least one annual report under Section 13(a) on Form 40-F for the 12 months preceding the filing of this Form 15F.
Item 2. Recent United States Market Activity
The Companys securities were last sold in the United States in a registered offering under the Securities Act of 1933, as amended (the Securities Act) on or about December 11, 2015, pursuant to a registration statement on Form F-10 filed with the Securities and Exchange Commission (the SEC) on April 1, 2014 and declared effective on April 9, 2014, and a subsequent prospectus supplement filed December 11, 2015.
Securities of the Company remained unsold under a registration statement on Form S-8 filed with the SEC on January 18, 2002, and under a registration statement on Form S-8 filed with the SEC on June 9, 2004. Both registration statements registered securities for purposes of issuance under the Companys Stock Option Plan. No sales of these securities in the United States have occurred in the 12 months preceding the filing of this Form 15F. The Company filed post-effective amendments to both registration statements with the SEC pursuant to two Form S-8 POS filings made on September 9, 2019 and terminated the registration of all unsold securities under these registration statements.
Item 3. Foreign Listing and Primary Trading Market
A. The Companys common shares were listed on the Toronto Stock Exchange in Canada. The common shares were delisted from the Toronto Stock Exchange on September 11, 2019. The Toronto Stock Exchange constituted the primary trading market for the Companys common shares.
B. The date of the initial listing of the Companys common shares on the Toronto Stock Exchange was November 1, 2000. The Company maintained the listing of the common shares on the Toronto Stock Exchange for at least 12 months prior to the filing of this Form 15F.
C. During the 12-month period beginning on September 7, 2018 and ended on September 6, 2019, 5.94% of trading in the Companys common shares occurred on the Toronto Stock Exchange.
Item 4. Comparative Trading Volume Data
Not applicable.
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Item 5. Alternative Record Holder Information
As of September 9, 2019, the number of record holders of the Companys common shares on a worldwide basis was one (1).
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
A. On August 29, 2019, and again on September 9, 2019, the Company published a press release providing notice of its intent to delist the common shares and terminate the Companys registration of a class of securities and its reporting obligations under Section 13(a) or Section 15(d) of the Exchange Act.
B. The press releases described above were publicly disseminated by Globe Newswire. Further, each was furnished to the SEC under cover of two Form 6-Ks, filed on August 29, 2019, and on September 9, 2019.
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
All information required to be published pursuant to Rule 12g3-2(b)(1)(iii) will be available at www.sedar.com.
PART III
Item 10. Exhibits
None.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);
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(2) Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
(3) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.
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Signature
Pursuant to the requirements of the Securities Exchange Acto of 1934, Hydrogenics Corporation has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Hydrogenics Corporation certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.
Date: September 19, 2019
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HYDROGENICS CORPORATION
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By
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/s/ Thaddeus B. Ewald
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Thaddeus B. Ewald, Director
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