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Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of December, 1999
Euro Tech Holdings Company Limited
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(Translation of registrant's name into English)
18/F Gee Change Centre, 65 Wong Chuk Road, Hong Kong
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(Address of Principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [ ] No [ ]
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12G3-2(b):82- .
EXPLANATORY NOTE: ALL DISCUSSIONS HEREIN REGARDING TRANSACTIONS AND
EVENTS OCCURRING PRIOR TO THE CLOSE OF BUSINESS ON SEPTEMBER 3, 1999 GIVE EFECT
TO THE ISSUANCE OF A 20% STOCK DIVIDEND AT THAT TIME.
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Page 2 of 3
Upon the closing of Issuer's initial public offering in March 1997,
Issuer issued 1,680,000 shares of its Common Stock for 1,000,000 shares of the
Common Stock of Euro Tech (Far East) Ltd. ("Far East"), which constituted all of
the capital stock of Far East. The business operations of Far East then and now
constitute the principal operations of the Issuer. Pearl and Regent owned
266,000 and 734,000 shares of Far East's capital stock, respectively, and
received, of record, proportionate numbers of shares of the Issuer's Common
Stock (1.68 shares of the Issuer's Common Stock for each share of Far East).
In July 1999 and through August 25, 1999,T.C. Leung, the Issuer's Chief
Executive Officer and Chairman of its Board of Directors, made open market
purchases of the Issuer's Common Stock at prices ranging from $.858 to $1.25 per
share, purchasing an aggregate of 53,328 shares. From September 9, 1999 through
December 20,1999, Mr. Leung made additional open market purchases of the
Issuer's Common Stock at prices ranging from $.9375 to $1.50 per share,
purchasing an additional 50,326 shares.
On or about December 21, 1999 Regent authorized the transfer of 99,120
shares of the issuer's Common Stock to 12 of its stockholders without further
consideration and an additional 1,020,600 shares to eight of its stockholders
(including Pearl - 569,235 shares) in consideration of Mr. Leung's cancellations
of a loan previously made by him to Regent (HK$7,446,200).
As a result of the foregoing the following changes are noted in the
beneficial ownership of the Issuer's Common Stock owned by the executive
officers, directors and beneficial owners of 10% of more of the Issuer's Common
Stock.
<TABLE>
<CAPTION>
- -------------------------------------------------- -------------------------------- --------------------------------
APPROXIMATE
PERCENTAGE OF
NAME OR IDENTITY NUMBER OF SHARES COMMON STOCK
OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
- -------------------------------------------------- -------------------------------- --------------------------------
<S> <C> <C>
T.C. Leung, Chairman of the Board
and Chief Executive Officer 2,553,169(1) 67.2%(1)
Jerry Wong, Chief Financial Officer
and Director 56,400(2) 2.2%(2)
Nancy Wong, Director 52,800(3) 2.1%(3)
C.P. Kwan, Director 111,776(4) 4.4%(4)
Alex Sham, Director 76,800(5) 3.0%(5)
Adam L. Goldberg, Director 0 0%
Y.K. Liang, Director 0 0%
Pearl Venture Ltd. 1,129,515(6) 45.6%(6)
All Executive Officers and Directors
of the Issuer as a Group 2,850,945(1)-(6) 71.6%(1)-(6)
- -------------------------------------------------- -------------------------------- --------------------------------
</TABLE>
(1) Includes shares owned of record by Mr. Leung, Pearl and Regent. Pearl is a
trust established for Mr. Leung's benefit. Pearl is Regent's majority
stockholder. Also gives effect to the exercise of options owned by Mr. Leung to
purchase 1,320,000 shares of the Issuer's Common Stock.
(2) Gives effect to the exercise of options owned by Mr. Wong to purchase 48,000
shares of the Issuer's Common Stock.
(3) Gives effect to the exercise of options owned by Ms. Wong to purchase 36,000
shares of the Issuer's Common Stock.
(4) Gives effect to the exercise of options owned by Mr. Kwan to purchase 36,000
shares of the Issuer's Common Stock.
(5) Gives effect to the exercise of options owned by Mr. Sham to purchase 60,000
shares of the Issuer's Common Stock.
(6) Includes 113,400 shares owned by record by Regent.
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SIGNATURES
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, thereunto duly authorized.
EURO TECH HOLDINGS COMPANY LIMITED
(Registrant)
Dated: December 28, 1999 By: /s/ T.C. Leung
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T.C. Leung, Chief Executive Officer and
Chairman of the Board
