Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the month of July, 1999
Euro Tech Holdings Company Limited
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(Translation of registrant's name into English)
18/F Gee Chang Hong 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 |X|
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- ____________.
<PAGE>
On July 29, 1999, the Registrant's Board of Directors authorized a 20%
stock dividend to holders of its shares of Common Stock, fixing September 3,
1999 as the record date at 5:00 P.M. (New York time) for the dividend. Holders
of the Registrant's Common Stock on the record date are entitled to receive one
share for each five shares of Registrant's Common Stock held. Registrant will
not issue fractional shares, but, instead, will settle fractional shares by cash
payments based on the market value on the record date. The Registrant has
outstanding warrants and options. The issuance of the dividend shares will cause
certain adjustments to be made to the exercise prices, numbers of shares and,
where redemption is applicable, the market price required to be maintained to
"trigger" the Registrant's right to redeem the warrants. Various changes to the
indicated securities of the Registrant are described below:
(END OF PAGE)
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Securities Pre-Dividend Post-Dividend
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1. Redeemable Common Stock
Purchase Warrants ("Warrants")
A. Maximum Number Of
Shares Exercisable For 1,620,000 1,944,000
B. Per share Exercise Price $5.50 $4.5833
C. Target Price $8.50 $7.0833
2. Underwriter's* Warrant
A. Maximum Number Of
Shares Exercisable For 60,000 72,000
B. Per Share Exercise Price $8.25 $6.875
3. Option Issued to Consultant
A. Maximum Number Of
Shares Exercisable For 100,000 120,000
B. Per Share Exercise Price $5.50 $4.5833
C. Target Price $10.00 $8.3333
4. Options Issued to Members Of
Registrant's Management*
A. Maximum Number Of
Shares Exercisable For 400,000 480,000
B. Per Share Exercise Price $4.00 $3.3333
5. Options Issued to Management
and Employees of Registrant*
A. Maximum Number Of
Shares Exercisable For 929,000 1,114,800
B. Per Share Exercise Price $5.50 $4.5833
C. Not Yet Granted 71,000 85,200
Enclosed herewith as Exhibits are the following:
Exhibit 10.17 Registrant's Press Release Regarding
The Stock Dividend.
Exhibit 10.18 Registrant's Notice to Warrantholders.
Exhibit 10.19 Registrant's Notice to Stockholders.
Notices similar to Exhibit 10.18 will be sent to holders of the
underwriter's warrants, and optionholders.
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* Target Price is Not Applicable.
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<PAGE>
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)
/s/ T.C. LEUNG
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Chief Executive Officer and Chairman of the Board
Dated: August 11, 1999
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EXHIBIT 10.17
Euro Tech Holdings Company Limited
July 30, 1999
("Euro Tech") (Nasdaq: CLWT, CLWTW) today announced that, subject to any
regulatory or legal requirements, it will be issuing a stock dividend to holders
of its ordinary shares (the "Shares").
Shareholders of record at 5:00 p.m. (New York Time) on September 3, 1999 will be
entitled to receive one (1) share for each five (5) shares held. Holders of
Company issued warrants and options to purchase shares will be advised by letter
as to the impact upon their rights. All such warrants or options are exercisable
at prices above current market prices for the Shares.
CONTACT: T.C. Leung, Chairman and CEO, or Jerry Wong, CFO, both of Euro Tech
Holdings Company Limited, +852-2814-0311, or fax, +852-2873-4887.
EXHIBIT 10.18
Euro Tech Holdings Company Limited
c/o Euro Tech (Far East) Ltd.
18/F Gee Chang Hang Centre
65 Wong Chuk Hang Road, Hong Kong
August 11, 1999
To the Warrantholders of
Euro Tech Holdings Company Limited
Euro Tech Holdings Company Limited ("Euro Tech") will issue a 20% stock
dividend (one share for each five shares) to its shareholders of record at 5:00
p.m. New York time on September 3, 1999.
Your warrant and Euro Tech's warrant agreement with American Stock
Transfer & Trust Company provide for adjustments in the numbers of shares
receivable upon the exercise of the warrants, the per share exercise price and
the target price at which the warrants are redeemable. The following indicates
those changes:
Was Now Is
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Exercise Price $5.50 $4.5833
Per Share
Target Price $8.50 $7.0833
Per Share
Additionally, as a result of the stock dividend, Warrantholders will be
entitled to receive a proportionate increase in the number of shares to which
they are entitled. If a Warrant was exercisable for one share of Euro Tech's
Common Stock, it is now exercisable for one and one-fifth shares.
Very truly yours,
EURO TECH HOLDINGS COMPANY LIMITED
By: T. C. Leung, Chairman of the Board
of Directors
EXHIBIT 10.19
Euro Tech Holdings Company Limited
c/o Euro Tech (Far East) Ltd.
18/F Gee Chang Hang Centre
65 Wong Chuk Hang Road, Hong Kong
August 11, 1999
To Our Shareholders,
(CLWT & CLWTW - NASDAQ SmallCap) Euro Tech Holdings Company Limited has
declared a 20% stock dividend to holders of record of its common stock. For each
five shares of Euro Tech's common stock, a recordholder will be entitled to
receive one additional share. The dividend is expected to be paid on or about
September 17, 1999.
The record date for the stock dividend is September 3, 1999 at 5:00 p.m.
(New York time).
Euro Tech will not issue fractional shares, instead settling fractional
shares, if any, by the payment of funds based upon the market value of Euro
Tech's shares on the record date.
Sincerely,
T. C. Leung, Chairman of the Board of Directors
