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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest Event reported): October 16, 1998
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EURO TECH HOLDINGS COMPANY LIMITED
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(Exact Name of Registrant as specified in its Charter)
British Virgin Islands 0-22113 Not Applicable
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(State or other Jurisdiction (Commission File No.) (IRS Employee
of Incorporation) Identification No.)
18 F Gee Chang Hong Centre,
65 Wong Chuk Hang Road, HONG KONG
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(Address of Principal Executive Offices)
011-852-2814-0311
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(Registrant's telephone number including area code)
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Item 5. Other Events
On October 16, 1998, the Registrant repurchased a portion of the
Underwriter's Warrant originally issued to May Davis Group, Inc. ("May"), the
Underwriter of the Registrant's initial public offering. The Underwriter's
Warrant entitled May, among other things, the right to acquire up to 60,000
shares of the Company's common stock $.01 par value (the "Shares"), and/or up to
60,000 redeemable common stock purchase warrants (the "Public Warrants");
together with the shares (the "Securities") as follows: $.2475 per Public
Warrant exercisable at $5.50 per share (the "Public Warrant Exercise Price") and
60,000 Warrants exercisable at $8.25 per share. The Company purchased from May,
May's right to obtain all such 60,000 Public Warrants and said right to thereby
acquire 60,000 shares at an exercise price of $5.50 and any and all rights, and
powers granted to May pursuant to the Underwriter's Warrant relating to the
Public Warrants and the Shares in consideration of the sum of $75,150 (the
"Purchase Price").
The initial Underwriter's Warrant provided for demand registration rights
for the majority (50.1%) of the holders of the Company's securities underlying
the Underwriter's Warrant. May had indicated its desire to exercise the demand
registration rights. The Registrant reviewed the situation and determined that
to file a new registration statement or post-effective amendment to its
registration statement, the cost to the Registrant would far exceed the Purchase
Price. May was issued a new Underwriter's Warrant for 60,000 Warrants
exercisable into 60,000 Shares of the Company's Common Stock at $8.25 per share
with "piggy-back" registration rights.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EURO TECH HOLDINGS COMPANY LIMITED
By: /s/ T.C. Leung
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T.C. Leung, Chairman and
Chief Executive Officer
Dated: October 26, 1998
