HYGS Hydrogenics Corporation New

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Item 1.  Security and Issuer.

This Schedule 13D relates to the Common Stock, no par value (the “ Shares ”), of Hydrogenics Corporation, a corporation organized under the laws of Canada (the “ Issuer ”). The address of the Issuer’s principal executive offices is 220 Admiral Boulevard, Mississauga, Ontario, L5T 2N6, Canada.

Item 2.  Identity and Background.

Cummins Inc.

This Schedule 13D is filed by Cummins Inc. (“ Cummins ”), a corporation incorporated under the laws of the State of Indiana, United States of America, with its principal office located at 500 Jackson Street, P.O. Box 3005, Columbus, Indiana 47202-3005. Cummins is a global power leader comprised of complementary business units that design, manufacture, distribute and service diesel and natural gas engines and related technologies, including fuel systems, controls, air handling, filtration, emissions solutions and power generation systems.

The directors and executive officers of Cummins are listed below, along with information regarding their business addresses and occupations, as required by Item 2(a) – (c). Each person named below is a United States citizen, except for Bruno V. Di Leo Allen, a citizen of Peru. Dr. Chang Diaz has dual citizenship with Costa Rica.

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During the last five years, neither Cummins, nor any executive officer or director of Cummins named above, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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During the last five years, neither Cummins, nor any executive officer or director of Cummins named above, has been a party to a 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.

Atlantis AcquisitionCo Canada Corporation

This Schedule 13D is also filed by Atlantis AcquisitionCo Canada Corporation (“ Purchaser ”), a corporation incorporated under the laws of the Province of Ontario, with its principal office located at 500 Jackson Street, P.O. Box 3005, Columbus, Indiana 47202-3005. The Purchaser is a wholly owned subsidiary of Cummins and was incorporated for the purpose of acquiring and holding the outstanding common shares of the Issuer.

The directors and executive officers of Purchaser are listed below, along with information regarding their business addresses and occupations, as required by Item 2(a) – (c). Each person named below is a United States citizen except for Diane Perreault who is a Canadian citizen.

During the last five years, neither Purchaser, nor any executive officer or director of Purchaser named above, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, neither Purchaser, nor any executive officer or director of Purchaser named above, has been a party to a 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.

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Item 3.  Source and Amount of Funds or Other Consideration.

On June 28, 2019, Cummins and The Hydrogen Company (“ H2C ”) entered into a Funding and Investment Agreement, pursuant to which they agreed, among other things: (i) to cooperate with respect to an acquisition of the Issuer; (ii) to allow H2C to contribute its common shares of the Issuer, representing approximately 18.6%, in exchange for common shares of Purchaser, in lieu of receiving cash in connection with Purchaser’s acquisition of the Issuer; (iii) to allow H2C to increase its position in the capital of Purchaser up to 19.9%; and (iv) to certain governance arrangements upon completion of an Acquisition Transaction, as defined below.

In addition, on June 28, 2019, Cummins, Purchaser and H2C entered into a Voting and Support Agreement, pursuant to which H2C agreed to vote its common shares of the Issuer in favor of the Acquisition Transaction (as defined below).

On June 28, 2019, Cummins and Purchaser entered into an Arrangement Agreement with the Issuer pursuant to which Cummins (through the Purchaser) intends to acquire 100% of the Issuer’s outstanding common shares (“ Shares ”) through an arrangement under section 192 of the Canada Business Corporations Act (the “ Acquisition Transaction ”). Cummins (through the Purchaser) will acquire all the Shares of the Issuer that are not held by H2C in an all-cash transaction, paying US$15.00 per Share. In addition, Cummins will lend the Issuer the aggregate amount payable for all of the issued and outstanding options, deferred share units, performance share units and restricted share units. The holders of those units will surrender them to the Issuer for cancellation and receive consideration for the units. The total enterprise value for the Acquisition Transaction is estimated to be US$290 million.

Cummins has sufficient funds available to fund the entire purchase price for the Acquisition Transaction through its existing cash balances. As of Cummins’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, as filed with the Securities and Exchange Commission on April 30, 2019, Cummins disclosed cash and cash equivalents of US $1.3 billion.

As a result of the Acquisition Transaction and the agreements with H2C, Purchaser will become the sole shareholder of the Issuer. The Issuer and/or Cummins and Purchaser, as applicable, will file all necessary notices, and make all necessary regulatory filings, to cause the Shares to be delisted from the Toronto Stock Exchange and the Nasdaq Global Market, to terminate all open registration statements, and to cause the Shares to be deregistered with the Ontario Securities Commission and the U.S. Securities and Exchange Commission.

A copy of the Funding and Investment Agreement accompanies this Schedule 13D as Exhibit 99.1. A copy of the Voting and Support Agreement accompanies this Schedule 13D as Exhibit 99.2.

Item 4.  Purpose of Transaction.

As described in Item 3, the purpose of transaction is for Purchaser directly (and Cummins and H2C indirectly) to acquire 100% of the outstanding Shares of the Issuer and to continue the business of the Issuer. The Issuer will become wholly owned by the Purchaser, and the Issuer’s securities will no longer be registered with any securities authorities in Canada or the United States or registered or reported on any stock exchanges or inter-dealer quotation systems.

Subject to certain conditions in the Arrangement Agreement, when the Acquisition Transaction is closed and becomes effective, the members of the boards of directors of the Issuer and

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its subsidiaries will resign, to the extent that the Purchaser may request, in favor of persons nominated by the Purchaser.

The foregoing description of intentions and plans is subject to termination, evolution, modification, or change at any time, without notice, prior to closing the Acquisition Transaction, and there can be no assurance that the matters described above will ultimately be carried out in this manner.

Item 5.  Interest in Securities of the Issuer.

Reporting Persons: Cummins and Purchaser

(a)          Aggregate number of shares beneficially owned: 3,537,931.  Percentage of class: 18.6%(1).

(b)          (1)                                  Sole power to vote or direct vote: -0-

(2)                                  Shared power to vote or direct vote: 3,537,931(1) (2)

(3)                                  Sole power to dispose or direct the disposition: -0-

(4)                                  Shared power to vote or direct vote: 3,537,931 (1) (2)

(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.

(2) Pursuant to Securities and Exchange Commission Rule 13d-5(b)(1), the Reporting Persons may be deemed to have become the beneficial owner of common shares of the Issuer owned by The Hydrogen Company (“ H2C ”) and beneficially owned by its parent, L’Air Liquide S.A. (“ AL ”), both corporations incorporated under the laws of France. Cummins Inc. and H2C have entered into a Funding and Investment Agreement, dated June 28, 2019, and the Reporting Persons and H2C have also entered into a Voting and Support Agreement, dated June 28, 2019, relating to their potential acquisition of the Issuer. The Reporting Persons expressly disclaim beneficial ownership of the Issuer’s common shares beneficially owned and held by H2C and/or AL.

(c)           During the past 60 days, Cummins and Purchaser have effected the following transactions in the Issuer’s Shares.

Neither Cummins nor Purchaser has purchased, sold, or acquired any additional Shares of the Issuer during the 60 days prior to the filing of this Schedule 13D.

(d)          No other person is known by Cummins or Purchaser to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported in this Schedule 13D.

(e)           Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The disclosures in Items 3 and 4 are incorporated by reference herein.

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Item 7.  Material to be Filed as Exhibits.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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EXHIBIT INDEX

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