Registration No. 333-26673
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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EUROTECH, LTD.
(Exact name of registrant as specified in its charter)
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District of Columbia 873-8731 33-0662435
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1101 30th Street, N.W.
Suite 500
Washington, D.C. 20007-3772
(202) 625-4382
(Address and telephone number
of principal executive offices)
Peter Gulko
President and Secretary
1101 30th Street, N.W.
Suite 500
Washington, D.C. 20007-3772
(202) 625-4382
(Name, address, and telephone
number of agent for service)
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Copies to:
Vincent J. McGill, Esq.
Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103-0084
(212) 977-9700
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Approximate dates of proposed sales to the public: From time to time after
this Registration Statement becomes effective.
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If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective
<PAGE>
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed Maximum
Title of Each Amount Maximum Aggregate Amount of
Class of Securities To Be Offering Offering Registration
to be Registered Registered Price Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par 4,321,249 shares $2.3125(1) $9,992,888(1) $2,947.90
value $.00025 per -----------------------------------------------------------------------------------
share 566,000 shares $1.9375(2) $1,096,625(2) 323.51
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Common Stock, par 127,500 shares $4.73(3) 603,075(3) 177.91
value $.00025 per -----------------------------------------------------------------------------------
share (underlying 60,000 shares 2.3125(3) 138,750(3) 40.93
warrants and options) -----------------------------------------------------------------------------------
430,000 shares 2.3125(3) 994,375(3) 293.34
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75,000 shares 6.75(3) 506,205(3) 149.34
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25,000 shares 2.50(3) 62,500(3) 18.44
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Common Stock, par
value $.00025 per
share (underlying 4,799,999 shares(4) $2.3125(3) $11,099,998(3) 3,275.00
Convertible -----------------------------------------------------------------------------------
Debentures) 5,907,692 shares(4) 2.3125(3) 13,661,538(3) 4,303.15
==========================================================================================================
TOTAL $11,256.52
-10,933.01
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$ 323.51
==========================================================================================================
</TABLE>
(1) The Shares are offered at prices not presently determinable. The offering
price is estimated pursuant to the provisions of Rule 457 solely for the
purpose of calculating the registration fee based on the average bid and
ask price for the Company's Common Stock on March 16, 1998, which was
$2.3125 per share.
(2) The Shares are offered at prices not presently determinable. The offering
price is estimated pursuant to the provisions of Rule 457 solely for the
purpose of calculating the registration fee based on the average bid and
ask price for the Company's Common Stock on April 9, 1998, which was
$1.9375 per share.
(3) The offering price is based on the higher of the conversion or exercise
price, or the average bid and ask price, for the Company's Common Stock on
March 16, 1998.
(4) The exact number of shares issuable upon conversion of the Convertible
Debentures is not presently determinable. The Company will rely on Rule
416 to cover any additional shares that are ultimately issuable upon such
conversion.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits:
Exhibit
No. Description of Exhibit
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3.1 Certificate of Incorporation of the Company(1)
3.2 By-Laws of the Company(1)
4.1 Form of Common Stock Certificate(1)
5.1 Opinion of Phillips Nizer Benjamin Krim & Ballon LLP(3)
10.1 Material Contracts(1)
10.2 Technology Purchase Agreement between the Company and Oleg L.
Figovsky(3)
10.3 Technology Purchase Agreement between the Company and Oleg L.
Figovsky(3)
10.4 Technology Purchase Agreement between the Company and Oleg L.
Figovsky(3)
10.5 Teaming Agreement between the Company and Duke Engineering & Services,
Inc.(3)
10.6 Form of Agreement between the Company, V. Rosenband and C. Sokolinsky,
and Ofek Le-Oleh Foundation(3)
10.6.2 Equity Sharing Agreement between the Company, V. Rosenband and C.
Sokolinsky(3)
10.6.3 Voting Agreement between the Company, V. Rosenband and C. Sokolinsky(3)
10.7.1 Investment Agreement between the Company and Chemonol, Ltd.(3)
10.7.2 Equity Sharing Agreement between the Company and Leonid Shapovalov(3)
10.7.3 Voting Agreement between the Company and Leonid Shapovalov(3)
10.8.1 Agreement between the Company and Separator, Ltd.(3)
10.8.2 Equity Sharing Agreement between the Company and Efim Broide(3)
10.8.3 Voting Agreement between the Company and Efim Broide(3)
10.9.1 Form of Agreement between the Company, Ofek Le-Oleh Foundation and
Y. Kopit(3)
10.9.2 Equity Sharing Agreement between the Company, Y. Kopit and
V. Rosenband(3)
10.9.3 Voting Agreement between the Company, Y. Kopit and V. Rosenband(3)
10.10 Form of License Agreement between the Company and ERBC Holdings,
Ltd.(3)
10.11 Cooperation Agreement between the Company and Forschungszentrum Julich
GmbH(3)
10.12.1 Convertible Debenture Purchase Agreement among the Company, JNC
Opportunity Fund, Ltd. and Diversified Strategies Fund, L.P.(3)
10.12.2 Escrow Agreement among the Company, JNC Opportunity Fund, Ltd.,
and Diversified Strategies Fund, L.P. and Robinson, Silverman, Pearce,
Aronsohn & Berman, LLP(3)
10.12.3 Registration rights Agreement among the Company the Company, JNC
Opportunity Fund, Ltd., and Diversified Strategies Fund, L.P.(3)
10.12.4 Form of 8% Convertible Debenture Due November 27, 2000 between the
Company and JNC Opportunity Fund, Ltd.(3)
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1 Incorporated by reference to the Company's Registration Statement on
Form 10 under the Securities Exchange Act of 1934, on file with the
Commission.
2 Amendment No. 6 to this Registration Statement was filed solely to
include in the Registration Statement the attached consent of Tabb,
Conigliaro & McGann.
3 Previously filed.
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10.12.5 Form of 8% Convertible Debenture Due November 27, 2000 between the
Company and Diversified Strategies Fund, L.P.(3)
10.12.6 Warrant No. 1 between the Company and JNC Opportunity Fund, Ltd.(3)
10.12.7 Warrant No. 2 between the Company and Diversified Strategies
Fund, L.P.(3)
10.12.8 Warrant No. 3 between the Company and Diversified Strategies
Fund, L.P.(3)
10.13.1 Convertible Debenture Purchase Agreement between the Company and JNC
Opportunity Fund, Ltd.(3)
10.13.2 Escrow Agreement among the Company, JNC Opportunity Fund, Ltd. and
Robinson, Silverman, Pearce, Aronshohn and Berman, LLP(3)
10.13.3 Registration Rights Agreement between the Company and JNC Opportunity
Fund, Ltd.(3)
10.13.4 Form of 8% Convertible Debenture Due February 23, 2001 between the
Company and JNC Opportunity Fund, Ltd.(3)
10.13.5 Warrant No. 3 between the Company and JNC Opportunity Fund(3)
23.1 Consent of Tabb, Conigliaro & McGann(2)
23.2 Consent of Phillips Nizer Benjamin Krim & Ballon LLP (included in
Exhibit 5.1)
24.1 Power of Attorney (included in Part II)
27 Financial Data Schedule(3)
(b) Financial Statement Schedules
All other financial statement schedules are omitted because the
information is not required, is not material or is otherwise included in the
financial statements or related notes thereto.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned in Washington, D.C., on June 18, 1998.
EUROTECH, LTD.
By: /s/ Peter Gulko
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Peter Gulko
POWER OF ATTORNEY
Each of the undersigned does hereby constitute and appoint James D.
Watkins, and each of them acting singly, his attorneys-in-fact and agents, with
full power of substitution, to execute for him in his name, and in any and all
of his capacities, any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform every act and thing required or necessary to be
done, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.
Signature Titles Date
/s/ James D. Watkins Director and Chairman June 18, 1998
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James D. Watkins
/s/ Maxwell Rabb Director June 18, 1998
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Maxwell Rabb
/s/ Peter Gulko President, Secretary and June 18, 1998
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Peter Gulko Principal Financial Officer
/s/ Lawrence C. McQuade Director June 18, 1998
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Lawrence C. McQuade
[Letterhead of Tabb, Conigliaro & McGann, P.C.]
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Eurotech, Ltd. on Form
S-1 of our report dated March 12, 1998 appearing in the Registration Statement.
We also consent to the reference to us under the headings "Selected Financial
Data" and "Experts" in such Registration Statement.
/s/ Tabb, Conigliaro & McGann, P.C.
TABB, CONIGLIARO & MCGANN, P.C.
New York, New York
June 18, 1998
