HYGS Hydrogenics Corporation New

Hydrogenics Corporation Stock Option Plan
(Full title of the plan)

___________________________

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 894-8400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Mile T. Kurta

Torys LLP
1114 Avenue of the Americas, 23rd Floor

New York, New York 10036
Telephone: (212) 880-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF UNSOLD SECURITIES

These post-effective amendments relate to the following registration statements on Form S-8 (collectively, the “Registration Statements”) filed by Hydrogenics Corporation, a corporation existing under the laws of Canada (“Hydrogenics”), with the Securities and Exchange Commission (the “SEC”):

On September 9, 2019, in accordance with the terms of that certain arrangement agreement, dated as of June 28, 2019, among Hydrogenics, Cummins Inc., a corporation existing under the laws of the State of Indiana (“Parent”), and Atlantis AcquisitionCo Canada Corporation, a corporation existing under the laws of Ontario and a subsidiary of Parent (the “Purchaser”), the Purchaser acquired all of the outstanding common shares of Hydrogenics (the “Plan of Arrangement”).

As a result of the completion of the transactions contemplated by the Plan of Arrangement, Hydrogenics has terminated all offerings of securities pursuant to the above-referenced Registration Statements. Accordingly, Hydrogenics hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by Hydrogenics in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, Hydrogenics hereby removes from registration any and all of such securities that had been registered for issuance but remain unsold under the Registration Statements as of the date hereof, if any. The Registration Statements are hereby amended to reflect the deregistration of such securities.