As filed with the Securities and Exchange Commission on December 13, 2000
Registration No. 333-44086
U.S. SECURITIES AND EXCHANGE COMMISSION
------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
EUROTECH, LTD.
(Exact name of registrant as specified in its charter)
-----------------------------
District of Columbia 33-066435
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10306 Eaton Place, Suite 200, Fairfax, VA 22030
(202) 466-5448
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
-------------------------------
Don V. Hahnfeldt Copies of communications to:
President and Chief Executive Officer Max A. Stolper, Esq.
10306 Eaton Place, Suite 200 Leonard Hurt Frost Lilly & Levin PC
Fairfax, VA 22030 1701 K Street, N.W., Suite 300
(202) 466-5448 Washington, DC 20006-1522
(Name, address, including zip code, and (202) 223-2500
telephone number, including area code,
of agent for service)
------------------------------
Approximate dates of proposed sales to the public: From time to time after this
Registration Statement becomes effective.
-------------------------------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuing basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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
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. [ ]
See continuation page for Calculation of Registration fee.
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>
[continuation page to registration statement 333-41302 cover page]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
------------------------- -------------------- ----------------------- ---------------------- ---------------------
Title of each class Proposed maximum Proposed maximum
of securities to Amount to be offering price aggregate Amount of
be registered registered(1) per unit offering price registration fee
------------------------- -------------------- ----------------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock,
.00025 par value 10,322,600 $4.0155(2) $41,450,400.30 $10,942.91
------------------------- -------------------- ----------------------- ---------------------- ---------------------
Common Stock
.00025 par value 5,673,318 $1.875(3) 10,637,471.25 2,808.29
------------------------- -------------------- ----------------------- ---------------------- ---------------------
Total $13,654.84
------------------------- -------------------- ---------------------------------------------- ---------------------
Less: Previously paid 10,864.55
------------------------- -------------------- ---------------------------------------------- ---------------------
Paid with this filing $2,808.29
------------------------- -------------------- ---------------------------------------------- ---------------------
</TABLE>
1 In accordance with Rule 416(a), this Registration Statement also covers
a presently indeterminable number of additional shares that may become
issuable as a result of the operation of the anti-dilution provisions
of the warrants upon the exercise of which some of the registered
shares are issuable.
2 Calculated in accordance with Rule 457(c), based on the average of the
bid and asked prices reported on the Electronic Bulletin Board at the
close of business on August 14, 2000.
3 Calculated in accordance with Rule 457(c), based on the average of the
bid and asked prices reported on the American Stock Exchange at the
close of business on December 8, 2000.
<PAGE>
<TABLE>
EUROTECH, LTD.
FORM S-3
Cross Reference Sheet
<CAPTION>
Item No. Item Caption Location in Prospectus
-------- ------------ ----------------------
<S> <C> <C>
1 Forepart of the Registration Statement and Front cover page of the
Outside Front Cover Page of Prospectus registration statement; front
cover page of the Prospectus
2 Inside Front and Outside Back Cover Outside back cover page of
Pages of the Prospectus the Prospectus
3 Summary Information, Risk Factors and Prospectus Summary; Risk
Ratio of Earnings to Fixed Charges Factors
4 Use of Proceeds Use of Proceeds
5 Determination of Offering Price Not applicable
6 Dilution Not applicable
7 Selling Security Holders Selling Shareholders
8 Plan of Distribution Plan of Distribution
9 Description of Securities to be Registered Not applicable
10 Interests of Named Experts and Counsel Not applicable
11 Material changes Not applicable
12 Incorporation of Certain Information by Additional Information and
Reference Information Incorporated by
Reference
</TABLE>
<PAGE>
PROSPECTUS
15,985,918 SHARES OF COMMON STOCK
OF
EUROTECH, LTD.
This Prospectus relates to two offerings:
o Possible "at market" offerings by us of up to 3,000,000 shares
of our authorized but at this time unissued common stock; and
o Possible resales of shares of our outstanding common stock by
some of our existing shareholders, including shares that some
of these shareholder do not now own but are entitled to
acquire either pursuant to "repricing" agreements or upon
exercise, at prices ranging from $1.00 to $10.00 per share, of
warrants that we have issued to them in the past. Any proceeds
that these shareholder may realize from the sale of shares in
excess of the price that they paid for them, upon the exercise
of warrants or otherwise, could be considered underwriting
discounts or commissions. We will not receive any proceeds
from the sale of these shares, but will receive proceeds from
any exercise of the warrants
Our common stock is listed and traded on the American Stock Exchange
under the symbol "EUO."
We will bear all expenses, other than selling commissions and fees in
connection with sales by selling shareholders, of the registration and sale of
the shares being offered by this Prospectus.
----------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" STARTING ON PAGE 3.
Some of the Risks you face in investing in our common stock are:
o We have a limited operating history and therefore little basis
for any forecasts.
o We incurred substantial operating losses and may never make
money.
o Our marketing and sales program is highly dependent on our
receiving orders from or negotiating and entering into
agreements with third parties. To date, we have not received
any significant orders for product for which we are sure to be
paid or entered into any definitive revenue-generating
agreements with third parties.
o Because of our limited operating history and because we have
not so far made any money on our product or entered into
definitive revenue-generating agreements, we cannot yet be
sure you that our technologies and products will be accepted
in the marketplace.
----------------------
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OUR SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
IT'S ILLEGAL FOR ANYONE TO TELL YOU OTHERWISE.
----------------------
December , 2000
2
<PAGE>
PROSPECTUS SUMMARY
The following summary contains basic information about Eurotech and
this Prospectus. It likely does not contain all the information that is
important to you. For a more complete understanding, we encourage you to read
the entire document and the documents referred to in this Prospectus, including
the financial statements and related notes included in the reports that we file
with the SEC.
In this Prospectus, the words "EUROTECH," "Company," "we," "our," and
"us" refer to Eurotech, Ltd.
THE COMPANY
EUROTECH is a development stage technology transfer, holding and
management company formed to commercialize new or existing but previously
unrecognized technologies. Our current emphasis is on technologies developed by
prominent research institutes and individual researchers in the former Soviet
Union and Israel. To date we have not yet realized any significant revenues from
operations and, since organization through September 30, 2000, we have
accumulated net losses totaling $38,214,000.
Since our formation, we have acquired selected technologies through
equity investments, assignments and licensing arrangements. While we intend to
continue identifying, monitoring, reviewing and assessing new technologies, our
primary focus will be on commercializing EKOR and the other technologies
described in the "Business" section of our most recent annual report on Form
10-K.
EKOR is a silicon-based material to be used for the conservation and
containment of ecologically hazardous radioactive materials. Through license
agreements, we have exclusive rights to EKOR everywhere in the world outside
Russia. EKOR has been accepted by the Ukrainian authorities for remediation work
on Chernobyl Reactor No. 4. We are in the process of arranging for the
manufacture of EKOR in the United States and for the testing of the product
manufactured in the United States for compliance with U.S. government
specifications. If the product can be manufactured at an acceptable cost and the
results of the tests are positive, we visualize the possibility of a large
volume of sales to the U.S. Department of Energy and private sector entities
that have nuclear waste requiring immobilization.
As for the other technologies described in our annual report, we either
own them outright or we control the respective Israeli companies that own them.
In each case, we have both the exclusive right and the opportunity to license
the respective technology to manufacturers in various parts of the world that
may wish to apply them to diversify their product lines. To date, we have made
only one sale of one sample of one product, for which we arranged the
manufacture in a third county, that incorporated one of the Israeli
technologies.
Our executive office is located at 10306 Eaton Place, Fairfax, Virginia
22030.
3
<PAGE>
<TABLE>
THE OFFERING
<CAPTION>
<S> <C>
Common Shares that May be Offered by Us.............. 3,000,000 shares of common stock
Common Shares that May Be Offered by the
Selling Shareholders............................... 12,985,918 shares of common stock.
Common Shares Outstanding at September 30,
2000............................................... 44,197,507 shares of common stock.
Common Shares that May be Outstanding
After Offering (1)................................. 51,939,007 shares of common stock.
Use of Proceeds...................................... If we sell any of the shares that we may
offer ourselves, we would use the proceeds
for working capital. We will not receive any
proceeds from the sale of any of the shares
that may be sold by selling shareholders,
though we may receive proceeds from the
exercise of warrants that result in the
issuance of some of these shares, which
proceeds, if received, will be used for
working capital.
Risk Factors......................................... The common stock offered by this Prospectus
is speculative and very risky. You should
carefully consider the risk factors
contained in this Prospectus before
investing. See the Risk Factors section for
a more complete discussion of the risks
associated with investment in EUROTECH
shares.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
(1) Common shares outstanding at September 30, 2000 44,197,507
Add: Common shares that may be sold by us 3,000,000
Add: Common shares reserved for issuance upon exercise of warrants held 700,000
by Woodward LLC
Add: Common shares reserved for issuance upon exercise of warrants held 841,500
by other investors and covered by this Prospectus
Add: Common shares hypothetically issuable to Woodward LLC upon 3,200,000
"repricing" of shares held by them
Common Shares that May be Outstanding After Offering, assuming sale of all
shares covered by this Prospectus and no others 51,939,007
</TABLE>
4
<PAGE>
RISK FACTORS
Please consider carefully the following risk factors before deciding to
invest in our common stock:
WE HAVE A LIMITED OPERATING HISTORY AND THEREFORE LITTLE BASIS FOR ANY
FORECASTS.
Our limited operations to date have consisted primarily of identifying,
monitoring, reviewing and assessing technologies for their commercial
applicability and then attempting to market them. We are subject to all of the
business risks associated with a new enterprise, including:
o risks of unforeseen capital requirements,
o failure of the market to accept our products and technologies,
o competitive disadvantages as against larger and more
established companies,
o the fact that we have incurred significant operating losses
through the end of 1999 and will incur further losses during
the current year,
o our not having so far obtained any orders for product for
which we will be paid or on which we will make a profit, or to
enter into revenue-producing contracts with third parties, and
o possible financial failure of any projects on which we and our
potential working partners may embark.
WE HAVE INCURRED SUBSTANTIAL OPERATING LOSSES AND RISK NEVER MAKING ANY MONEY.
To date, we have had no significant revenues from operations and,
through September 30, 2000, we have incurred losses aggregating $38,214,000. An
investor in our shares must take the risk that we will never make any money.
None of our products and technologies has ever been utilized on a large-scale
commercial basis. Our ability to generate revenues, not to speak of achieving
profits, will depend on a variety of factors, many of which are outside our
control, including:
o size of market,
o competition,
o extent of patent and intellectual property protection afforded
to our products,
o cost and availability of raw material and intermediate
component supplies,
o changes in governmental (including foreign governmental)
initiatives and requirements,
o changes in domestic and foreign regulatory requirements,
o costs associated with equipment development, repair and
maintenance, and
o the ability to manufacture and deliver products at prices that
exceed our costs.
Even if at some point we begin to generate revenues, our ability to record net
income will be impacted adversely to the extent of $1,610,000 annually by
amortization of intangible assets, in addition to other costs.
5
<PAGE>
WE MAY RUN OUT OF MONEY BEFORE WE BEGIN TO GENERATE CASH FLOW FROM OPERATIONS.
In the course of the past year, in an effort to achieve operating
revenues, we have added considerably to the level of current expenses by renting
larger office space and adding to our team of both salaried personnel and
consultants. In addition, we still owe $3,500,000 principal amount on account of
the convertible debentures that we issued in 1998 and 1999, which may not be
converted if the market price of our outstanding common stock is below the
debentures' $2.00 conversion price floor. Again, depending on the market price
of our outstanding common stock, further financing from Woodward LLC may cease
to be available or be available only on terms that result in an unacceptable
level of dilution. (See the next risk factor.) If we are unable to generate the
cash flow that we need to meet our obligations and pay our current expenses, we
would have to go out of business, leaving little or no value for our
shareholders.
YOU FACE SUBSTANTIAL DILUTION OF YOUR EQUITY OWNERSHIP PERCENTAGE IF MORE OF OUR
CONVERTIBLE DEBENTURES ARE CONVERTED, IF MORE OF OUR OUTSTANDING WARRANTS ARE
EXERCISED, OR IF MORE OF THE SHARES THAT WE HAVE ISSUED SINCE LAST YEAR-END ARE
REPRICED.
As part of our 1997 and 1998 convertible debenture financings as well
as in connection with our 1999 and 2000 common stock financings, we issued
warrants to purchase, in most cases at prices substantially below current
market, shares of our common stock, of which warrants to purchase up to an
aggregate of 950,000 shares remain outstanding. In addition, we have outstanding
other warrants and options, mostly held by our present or former directors,
officers and consultants, to purchase up to 1,709,500 shares, most of which are
also currently exercisable and 591,000 of which are included among the shares
that may be sold pursuant to this Prospectus. Most of our outstanding
convertible debentures have by now been converted, but we may have to issue
1,750,000 or more additional shares if the holders decide to convert the
remaining $3,500,000 principal amount of convertible debentures.
The agreements pursuant to which we raised $6,315,790 and $10,000,000
from Woodward LLC in March and April 2000 contain repricing provisions.
Accordingly, there exists the possibility of further dilution of your equity
ownership to the extent that at various dates the market prices of our
outstanding shares do not reach levels provided for in the agreements. The
following table illustrates how repricing under these agreement works:
<TABLE>
<CAPTION>
HYPOTHETICAL HYPOTHETI- HYPOTHETICAL
NO. OF AVERAGE CAL PERCENTAGE
SHARES FIRST MARKET PRICE NO. OF OF TOTAL
ISSUED ON REPRICING DURING REPRICING SHARES
FINANCING REPRICING PERIOD REPRICING SHARES HYPOTHETICALLY
DATE OF FINANCING DATE PRICE BEGINS/BEGAN PERIOD ISSUABLE OUTSTANDING
-------------------- ------------- ------------ ---------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
March 2, 2000 1,200,000 $ 6.57875 Sept. 2, 2000 $6.579 None 0
5.00 378,000 .74
4.00 773,625 1.50
3.00 1,431,500 2.74
2.00 2,747,250 5.14
April 25, 2000 2,000,000 $ 9.375 April 1, 2001 9.375 None 0
9.00 83,333 .17
8.00 343,750 .68
7.00 678,571 1.34
6.00 1,125,000 2.20
5.00 1,750,000 3.39
4.00 2,687,500 5.11
3.00 4,250,000 7.84
2.00 7,375,000 12.87
</TABLE>
6
<PAGE>
As of the date of this Prospectus, one half of the repricing period for
the March 2000 financing has expired, with the result that we have issued to
Woodward, out of the shares hypothetically issuable to Woodward in accordance
with the foregoing table, a total of 741,085 repricing shares. In the
registration statement of which this Prospectus is a part, we have registered an
extra 3,200,000 shares (including the 741,085 shares that we have already
issued) to anticipate this repricing contingency, and in our balance sheet as of
September 30, 2000 we have created for this contingency a 2,000,000 share
reserve, which we may need to increase in our year-end balance sheet.
Our Board has authorized us to call on Woodward for a further
$4,000,000 financing. We are not at this time registering for resale any of the
shares that we may issue in that financing or any repricing shares that we may
need to issue with respect thereto in the future.
It is possible that we will need still more money to continue in
business. While Woodward LLC has agreed to furnish to us up to an additional
$56,000,000 (including the $4,000,000 financing on which we are currently
working) if necessary, raising the additional money would require us to issue to
that investor additional shares of common stock and thus further dilute your
percentage ownership interest in us. Your percentage ownership would be
similarly diluted if we raise the additional money by selling some or all of the
3,000,000 shares that we have registered for sale by us.
WE MAY NEVER BE ABLE TO ENTER INTO MANUFACTURING AGREEMENTS, JOINT VENTURE
AGREEMENTS, LICENSES, COLLABORATIVE AGREEMENTS OR CONTRACTS.
Presently, our primary business strategy is to enter into manufacturing
agreements, joint ventures or licenses for the marketing and sale of our
technologies. Also, we anticipate entering into collaborative agreements that
allow us to bid on nuclear waste and contamination remediation projects. We have
entered into a tentative manufacturing agreement with a chemical manufacturer in
California for the production of the key component of EKOR, our nuclear
containment material, but cannot be sure at this time that this manufacturer can
successfully produce this material at an acceptable cost or that they and we
will be able to come to an agreement on price. We have entered into a teaming
agreement with a major engineering firm to submit a bid for a nuclear waste
containment project at Hanford, Washington, but we cannot yet be confidant that
we will enter into any definitive project agreements, licenses or joint ventures
for the marketing and sale of any of our technologies. If we are not able to
conclude any of these types of agreements to make and market our technologies,
we would have to go out of business and your investment in us would be lost.
7
<PAGE>
THERE IS A RISK THAT THE MARKET WILL NOT ACCEPT ANY OR MANY OF OUR PRODUCTS AND
TECHNOLOGIES.
Many potential users of the EKOR compound may have already committed
substantial resources to other forms of radioactive contaminant remediation and
environmentally clean nuclear energy production. Our growth and future financial
performance in large measure will depend on demonstrating to prospective
licensees, joint venturers, collaborative partners and users the advantages of
the EKOR compound over alternative products and technologies. The same can be
said for our other technologies.
WE FACE UNKNOWN ENVIRONMENTAL LIABILITY RISKS AND WE DON'T CARRY ENVIRONMENTAL
LIABILITY INSURANCE.
Our radioactive containment material technology is subject to numerous
national and local laws and regulations relating to the storage, handling,
emission, transportation and discharge of materials of that type, and the use of
specialized technical equipment in the processing of that type of material.
There is always the risk that our containment material might fail to perform as
expected or be mishandled, or that there might be equipment or technology
failures; the failures could result in significant claims for personal injury,
property damage, and clean-up or remediation. While we believe that any claims
like that would be asserted in the first instance against the actual producer or
installer of the material, we cannot be absolutely sure that claims like that
might never be asserted against us. Any claims against us could have a material
adverse effect on us. We do not presently carry any environmental liability
insurance, and we may be required to obtain insurance like that in the future in
amounts that we can't presently determine. We can't assure you that
environmental liability insurance, even if obtained, will provide coverage
against all claims. Also, we can't assure you that claims made against us will
not be greater than our insurance coverage. These types of events could have a
material adverse effect on us.
WE MAY BE SUBJECT TO SIGNIFICANT COMPETITION AND THE EXISTENCE OR DEVELOPMENT OF
PREFERRED TECHNOLOGIES, WHICH MAY KEEP US FROM SELLING OUR PRODUCTS AND
TECHNOLOGIES AT A PROFIT OR AT ALL.
The near term, we project that the primary markets for our products and
technologies will be principally chemical manufacturing companies and
radioactive contamination containment, remediation and transportation
organizations. Similarly, we expect mid-term markets to continue in these
industries. We have limited experience in marketing our products and
technologies and, other than in connection with the remediation of Reactor 4 at
the Chernobyl Nuclear Power Plant, intend to rely on licenses to and joint
ventures with major international chemical and other companies for the marketing
and sale of our technologies. In contrast, other private and public sector
companies and organizations have substantially greater financial and other
resources and experience than we do. Competition in our business segments is
typically based on product recognition and acceptance, price, and marketing and
sales expertise and resources. Any one or more other enterprises not presently
known to us may develop technologies or products that are as good as or superior
to ours, significantly underprice our products and technologies, or more
successfully market existing or new competing products and technologies.
8
<PAGE>
YOU RISK THAT RESOURCES MAY NOT BE MADE AVAILABLE TO FUND REMEDIATION OF REACTOR
4 AND THAT, EVEN IF THE FUNDS ARE MADE AVAILABLE, CONTRACTORS WILL NOT CHOOSE TO
USE EKOR.
Coordination and management of the formal selection of contractors and
technologies for studies relating to the ChNPP Reactor 4 remediation project
have been delegated to the European Bank of Reconstruction and Development
("EBRD"). Contractors, as well as the technology to be used in connection with
the remediation project, will be determined on the basis of submitted bids, to
be passed on by EBRD and the management of the ChNPP. EBRD has appointed a
consortium of Bechtel, Electrict'e de France and Batelle to review the technical
aspects and feasibility of the various proposals and bids received. (Batelle is
a not-for-profit U.S. company that operates Pacific Northwest National
Laboratories, a research entity located in the State of Washington and funded in
part by the U.S. Department of Energy.). This consortium has not yet approved
EKOR and no remediation contracts have yet been put out for bids. At this time,
we expect EBRD, with funds made available by the G-7 governments, to provide the
financing for the actual remediation project, but we cannot be sure that these
funds will actually be made available.
OUR PROPRIETARY TECHNOLOGY AND PATENTS MAY NOT GIVE US ADEQUATE PROTECTION.
Of our present technologies, U.S. patent protection has been sought for
the EKOR compound material; for HNIPU, modified polyurethane; for LEM, a
synthetic rubber; and for a powdered metallurgy technology. Foreign patent
protection has been sought for a coatings and a continuous combustion synthesis
technology. On March 23, 1999, EAPS, the Russian organization from which we
obtained the license for the EKOR technology, received a patent on the process
for the manufacture of the EKOR compound from the U.S. Patent and Trademark
Office, Patent No. 3,886,060. We also own U.S. Patent No. 5,880,203 issued on
March 9, 1999 for adhesive composition. Nevertheless, we can't be sure you that:
o any of our pending or future patent applications will be
approved,
o we will develop additional proprietary technology that is
patentable,
o any patents issued to us will provide us with competitive
advantages,
o patents, if obtained, will not be successfully challenged by
third parties,
o the patents of others will not have an adverse effect on our
ability to conduct our business, or
o one or more of our technologies will not infringe on the
patents of others.
By the same token, we can't be sure you that others will not
independently develop similar or superior technologies, duplicate any of our
processes, or design around any technology that is patented by us.
It is possible that we may need to acquire licenses to, or to contest
the validity of, issued or pending patents of third parties relating to our
products. There can be no assurance that any license under conflicting patents
of third parties would be made available to us on acceptable terms, if at all,
or that we would prevail in any contest involving our patents. We could incur
substantial costs in defending ourselves in suits brought against us on our
patents or in bringing patent suits against other parties.
9
<PAGE>
We also rely on trade secrets, proprietary know-how and technology that
we seek to protect, in part, by confidentiality agreements with our prospective
working partners and collaborators, employees and consultants. There is always
the risk that these agreements will be breached, that we might not have adequate
remedies for any breach, or that our trade secrets and proprietary know-how will
otherwise become known or be independently discovered by others.
THE PRICE OF OUR COMMON STOCK MAY FLUCTUATE WIDELY AND YOU MAY FIND IT DIFFICULT
TO SELL YOUR SHARES AT A PRICE CLOSE TO THE PRICE OF THE LAST PREVIOUS SALE.
An investor in our shares may not be able to sell them at a price close
to the price of the last previous sale. This is because the market is relatively
illiquid. Since September 1, 2000, when our shares became listed and began to
trade on the American Stock Exchange, the average daily trading volume has been
78,070 shares and actual sale prices have fluctuated between a low of 1.25 and
a high of 6.125. In the last twelve months actual sale prices have fluctuated
between a low of 1.25 and a high of 7.9375. Prices for our common stock will be
influenced by many factors, including not only the depth and liquidity of the
market for the common stock but also investor perception of us and our products,
and general economic and market conditions. The market price of our common stock
may also be significantly influenced by factors such as the announcement of new
projects by us or our competitors and quarter-to-quarter variations in our
results of operations.
ENVIRONMENTAL REGULATION IN VARIOUS COUNTRIES MAY PREVENT THE COST-EFFECTIVE
APPLICATION OF SOME OR ALL OF OUR TECHNOLOGIES.
The manufacture, transport and application of our EKOR technology and
our other materials technologies and products incorporating these technologies
are subject to U.S., Russian, Ukrainian, Japanese and various Western European
environmental safety laws and regulations pertaining to the containment and
remediation of radioactive contamination and the toxicity of materials used and
the manufacture, transport and application of other materials. Even if a
material is certified for specific applications in a particular country, it may
not be certified for other applications, and it is possible that one or more
countries may in the future adopt more stringent standards that could materially
increase our cost of licensing and using the EKOR compound, or prevent its use
altogether, or could prevent or make prohibitively expensive the application of
some or all of our other technologies.
WE ARE DEPENDENT ON KEY PERSONNEL AND CONSULTANTS.
We are substantially dependent upon the services of our nine full-time
executive employees and our consultants. The loss of the services of an
executive employee or consultant without adequate replacement could have a
material adverse effect upon our business. We do not have "key man" insurance.
USE OF PROCEEDS
Existing shareholders are offering these shares for their own accounts.
We will not receive any proceeds from their sale. Some the shares that may be
offered are currently unissued shares that various persons may acquire upon the
exercise of warrants, and in those cases we would receive the proceeds of
warrant exercises. We would use these proceeds, if any, for working capital.
If we sell any of the shares that we have registered for sale by us, we
would use the net proceeds of the sales for working capital.
10
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information for each of the
beneficial owners of the 13,985,918 shares of common stock registered in the
registration statement covering shares being offered by selling shareholders.
These shares will be sold, if at all, solely by and at the discretion of the
selling shareholders. We will not receive any proceeds from any sales, though,
as indicated below, some of these shares are at this time unissued and are
issuable by us to investors upon their exercise of presently outstanding
warrants, in which cases we would receive the proceeds of the warrant exercises.
The information in the first and last two columns is based on information
derived by us from our records, from statements on Schedule 13D, where
applicable, or from information voluntarily furnished to us by the respective
selling shareholder. It is possible, however, that some of the selling
shareholders own beneficially some shares that we do not know about and that
they are free to sell without our registering them.
<TABLE>
<CAPTION>
NUMBER OF SHARES TO
BE OWNED BY SELLING
SHAREHOLDER OF RECORD
OR OTHERWISE KNOWN TO
US TO BE OWNED BY % OF
NUMBER OF SHARES OWNED THIS SELLING SHARES
BY SELLING SHAREHOLDER SHAREHOLDER, ASSUMING TO BE
OF RECORD OR OTHERWISE SALE OF ALL OUTSTANDING
KNOWN TO US TO BE OWNED NUMBER OF SHARES REGISTERED SHARES AND UPON
BY THIS SELLING BEING REGISTERED FOR NO OTHER SHARES THAT COMPLETION
SHAREHOLDER AT THE DATE POSSIBLE SALE BY THIS SELLING OF
NAME AND ADDRESS OF SELLING SHAREHOLDER OF THIS PROSPECTUS SELLING SHAREHOLDER SHAREHOLDER MIGHT OWN OFFERING
------------------------------------------ -------------------------- ----------------------- ----------------------- ----------
<S> <C> <C> <C> <C> <C>
Woodward LLC
Corporate Center
West Bay Road
Grand Cayman
Cayman Islands (a) 2,960,403 (1)6,119,318 None 0
Peter Gulko
976 Farm Haven Drive
Rockville, MD 20852 (b) 3,640,000 3,640,000 None 0
Advanced Technology Industries, Inc.
Taubenstrasse 20
D-10117 Berlin, Germany (c) 1,500,000 1,500,000 None 0
CDC Consulting, Inc.
19476 Dorado Drive
Trabuco Canyon, CA 92679 (d) None (2) 67,500 None 0
Richard Wall
95 Hartford Way
Beverly Hills, CA 90210 (e) None (2) 364,000 None 0
11
<PAGE>
NUMBER OF SHARES TO
BE OWNED BY SELLING
SHAREHOLDER OF RECORD
OR OTHERWISE KNOWN TO
US TO BE OWNED BY % OF
NUMBER OF SHARES OWNED THIS SELLING SHARES
BY SELLING SHAREHOLDER SHAREHOLDER, ASSUMING TO BE
OF RECORD OR OTHERWISE SALE OF ALL OUTSTANDING
KNOWN TO US TO BE OWNED NUMBER OF SHARES REGISTERED SHARES AND UPON
BY THIS SELLING BEING REGISTERED FOR NO OTHER SHARES THAT COMPLETION
SHAREHOLDER AT THE DATE POSSIBLE SALE BY THIS SELLING OF
NAME AND ADDRESS OF SELLING SHAREHOLDER OF THIS PROSPECTUS SELLING SHAREHOLDER SHAREHOLDER MIGHT OWN OFFERING
------------------------------------------ -------------------------- ----------------------- ----------------------- ----------
David Wilkes
15 Sommerset Drive, South
Great Neck, NY 11020 (f) 811,790 (2) 150,000 811,790 1.5
JNC Opportunity Fund Ltd.
c/o Olympia Capital (Cayman) Ltd.
Williams House, 20 Reid Street
Hamilton HM 11, Bermuda (g) None (2) 196,429 None 0
Diversified Strategies Fund, L.P.
108 South Madison Avenue
Louisville, KY
40243 (g) None (2) 17,857 None 0
JNC Strategic Fund Ltd.
c/o Olympia Capital (Cayman) Ltd.
Williams House, 20 Reid Street
Hamilton HM11, Bermuda (g) None (2) 35,714 None 0
Spinneret Financial Systems, Inc.
578 Post Road East - 218
Westport, CT
06880 (h) 771,100 781,100 None 0
John McNeil Wilkie
2927 44th Street, N.W.
Washington, DC 20016 (i) 16,000 10,000 6,000 *
ECON Investor Relations
5134 Cliff Drive
Tsawwassen, B.C. V4M 2C3
Canada (j) 40,000 40,000 None 0
Evergreen Communications
127 Dorrance Street
Providence, RI 02903-2828 (k) 64,000 64,000 None 0
</TABLE>
(a) According to its Statement on Schedule 13G filed with the SEC, Woodward LLC
is a Cayman Islands limited liability company the sole director of which is
Navigator Management Ltd., a British Virgin Islands company, the sole director
of which, we are informed, is David Sims, a resident of the British Virgin
Islands. Mr. Sims may, accordingly, be deemed to control Woodward LLC.
12
<PAGE>
(b) Mr. Gulko was one of our organizers and continues to serve as one of our
consultants. In these capacities, he acquired 1,110,000 of our shares. About the
same time that Mr. Gulko participated in our organization, he also participated
under the name of CIS Development Corp. in the organization of a Delaware
corporation then called Kurchatov Research Holdings, Ltd. (KRLH), to which we
then assigned one-half of our interest in the EKOR technology that was
originally sub-licensed to us. In that connection, KRLH issued in the name of
CIS Development Corp. 6,795,000 of its shares. As part of a series of
transactions with the objective of reacquiring exclusive rights to EKOR (see
Note (c)), we acquired from Mr. Gulko these KRHL shares in exchange for our
issuance in the name of CIS of 4,530,000 of our shares. On May 3, 2000, we
bought back from Mr. Gulko 1,000,000 of these shares for $2,000,000 cash and on
September 19, 2000, we bought back from Mr. Gulko another 1,000,000 of these
shares for $1,000,000 cash. We are registering the remaining 3,640,000 shares
held by Mr. Gulko for possible resale.
(c) The Delaware corporation formerly called Kurchatov Research Holdings, Ltd.
(see Note (b)) that was organized about the same time as we were and by the same
organizers, and with which until the latter part of 1999 we shared an interest
in EKOR. In November 1999, we reacquired exclusive rights to EKOR (subject to
some royalty interests); released to KRLH our interests in certain other
technologies; assumed certain obligations of KRHL to Spinneret Financial
Systems, Inc. (see Note (e)); surrendered to KRLH the shares of its own stock
that we had acquired from Mr. Gulko (see Note (b)); issued to KRLH 2,000,000
shares of our common stock (of which we have since repurchased 500,000), which
we are obligated to include in the registration statement of which this
Prospectus is a part. KRLH, which has changed its name to Advanced Technologies
Industries, Inc., is a reporting company; we have no information regarding its
directors, officers or major shareholders that is not public information.
(d) A financial consulting firm the principal of which is Mr. Michel Attias, who
introduced us to Encore Capital Management, LLC (see Note (g)). Encore Capital
Management, through funds managed by it, provided to us an aggregate of
$8,000,000 of convertible debenture financing in 1997 and 1998.
(e) Mr. Wall and his firm, Richard A. Wall Associates, Inc., participated in our
organization, lent us money and acted as consultants to us until about the end
of 1997. Mr. Wall is currently asserting a claim against us for allegedly due
and unpaid consulting fees in the amount of $200,000, the validity of which
claim we are currently evaluating.
(f) Dr. Wilkes was Chairman of our Board of Directors and a major lender to us
from December 10, 1998 until January 15, 2000, and since then has served as a
consultant to us. The number of shares shown in the above table as owned by him
includes 220,000 shares registered in the names of various members of his family
and does not include an additional 150,000 shares that Dr. Wilkes has an option
to purchase.
(g) The investment adviser to these three entities is Encore Capital Management,
L.L.C., 12007 Sunrise Valley Drive, Reston, VA 20191, Neil T. Chau and James Q.
Chau, Managing Members. We believe that these three entities own, as a result of
debenture conversions and warrant exercises, some shares that they hold in
street name and that are currently freely salable under Rule 144(k).
13
<PAGE>
(h) Spinneret Financial Systems, Inc. extended credit to us during the latter
part of 1999, which has since been terminated and in consideration of which we
issued to Spinneret a warrant to purchase 10,000 shares, which are included
above in the shares being offered. We issued 1,000,000 shares of our common
stock to Spinneret in December 1999 in consideration of the release by Spinneret
of the obligation to it that we had assumed from KRLH (see note (c)); Spinneret
still owns 771,100 of these shares and they are included above in the shares
being offered. Also in December 1999, Spinneret introduced us to the investment
adviser of Woodward, LLC, in consideration of which we have paid and expect to
continue to pay to Spinneret 5% of all amounts paid to us by Woodward LLC for
shares of our common stock purchased from us by the latter. The principal of
Spinneret is Alfred Hahnfeldt, the brother of Don V. Hahnfeldt, our President
and Chief Executive Officer.
(i) Mr. Wilkie served as an officer of ours for several months during 1998. To
settle a claim by him of wrongful termination of employment under an alleged
employment contract, we issued to him the 10,000 shares being registered
pursuant to piggy-back registration rights that he bargained for in the
settlement agreement.
(j) The principal of this entity is Dawn Van Zant. She and her company have for
many years served and currently serve as our public relations consultant. The
shares being included in this Prospectus were issued for services rendered.
(k) The principal of this entity is David Gallone. He and his entity have
rendered and are currently rendering services as public relations consultants to
us which include an office for Mr. Verdi, the Chairman of our Board of
Directors. The shares being included in this Prospectus were issued for such
services rendered.
(1) Includes (a) 2,960,403 shares that Woodward LLC has told us it owns at the
date of this Prospectus, which includes 741,085 shares that we have issued
to Woodward after September 30, 2000 as repricing shares with respect to
one-half of the 1,200,000 shares that we issued to Woodward in March 2000;
(b) 700,000 shares purchasable upon the exercise of immediately
exercisable warrants; and (c) an additional 2,458,915 shares to the extent
issuable to Woodward LLC upon possible further repricings with respect to
the balance of the shares that we issued to Woodward in March 2000 and the
2,000,000 shares that we issued to Woodward in April 2000. In accordance
with the SEC's Rule 416(a) under the Securities Act, the Registration
Statement also covers a presently indeterminable number of additional
shares that may become issuable as a result of the operation of the
anti-dilution provisions of the warrants.
(2) Issuable upon the exercise of warrants. In accordance with the SEC's Rule
416(a) under the Securities Act, the Registration Statement also covers a
presently indeterminable number of additional shares that may become
issuable as a result of the operation of the anti-dilution provisions of
the warrants.
* Less than 1%.
14
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders or their respective pledgees, donees,
transferees or other successors in interest may sell the registered shares from
time to time in one or more transactions for their own accounts (which may
include block transactions) on the American Stock Exchange. They may also sell
them in any other market in which the shares may be traded, in negotiated
transactions, through the writing of options on shares (whether or not options
are listed on an options exchange), through short sales, sales against the box,
puts and calls and other transactions in our securities or other derivatives
thereof, or a combination of methods of sale. Any sales that they might make
will be made at market prices prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated prices. The selling shareholders
may effect transactions by selling shares to or through broker-dealers,
including broker-dealers who may act as underwriters, and the broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling shareholders or the purchasers of shares for whom broker-dealers may
act as agent or to whom they sell as principal, or both (which compensation as
to a particular broker-dealer might be in excess of customary commissions). The
selling shareholders may also sell shares pursuant to Rule 144 under the
Securities Act or pledge shares as collateral for margin accounts, and the
shares could be resold pursuant to the terms of the respective accounts. The
selling shareholders and any participating brokers and dealers may be deemed to
be "underwriters" as defined in Section 2(11) of the Securities Act.
In order to comply with some state securities laws, if applicable, the
shares may not be resold in a particular state unless the securities have been
registered or qualified for sale in that state or an exemption from registration
or qualification is available and complied with. We will have no obligation to
register or qualify the shares for sale in any state and have no intention to do
so.
We have agreed to bear all expenses, other than selling commissions and
fees, in connection with the Securities Act registration and sale of the shares
being offered by the selling shareholders.
As to the shares that we may sell for our own account, we could sell
them or any of them in one or more transactions at any one time or from time to
time to institutional investors or to underwriters for resale to public
investors, or on the American Stock Exchange in one or more block transactions
or otherwise. Any sales that we might make will be made at market prices
prevailing at the time of sale, at prices related to prevailing market prices or
at negotiated prices. Before we make any of these sales, we would file and
distribute a Prospectus supplement that discloses the terms of sale.
ADDITIONAL INFORMATION AND INFORMATION INCORPORATED BY REFERENCE
We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended, and file reports, proxy statements
and other information with the Securities and Exchange Commission (SEC). The
reports, proxy statements and other information may be inspected and copied at
the public reference facilities maintained by the SEC at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; at 5757 Wilshire
Boulevard, Los Angeles, California 90036; and at the New York Regional Office of
the SEC, 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of
the materials can be obtained from the Public Reference Section of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
15
<PAGE>
We are specifically incorporating by reference into this Prospectus:
o Our annual report on Form 10-K for 1999, as originally filed
with the SEC and as amended, which contains audited financial
statements for that year and certain prior periods
o The proxy statement for our Annual Meeting of Shareholders
held on June 13, 2000, as filed with the SEC
o Our quarterly reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 2000, as filed with the
SEC
o All future reports and proxy statements that we may file
before the termination of this offering pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934
o Our registration statement on Form 10, as originally filed
with the SEC and as amended, which describes our capital stock
We have filed with the SEC a registration statement on Form S-3 under
the Securities Act of 1933, as amended, to register under the Securities Act the
common stock offered hereby. This Prospectus does not contain all of the
information set forth in the registration statement or in the exhibits to it,
certain portions of which may have been omitted as permitted by the rules and
regulations of the SEC. Statements contained in this Prospectus or in any
document incorporated by reference as to the contents of any contract or other
document referred to are not necessarily complete and, in each instance,
reference is made to the copy of that document filed as an exhibit to the
registration statement, which may be obtained from the SEC at its principal
office in Washington, D.C. upon payment of the fees prescribed by the SEC.
Our registration statement on Form S-3, including exhibits, as well as
any reports, proxy statements and other information filed under the Exchange
Act, can also be obtained electronically after we have filed them with the SEC
through a variety of databases, including, among others, the SEC's Electronic
Data Gathering, Analysis and Retrieval ("EDGAR") program, Knight-Ridder
Information, Inc., Federal Filings/Dow Jones and Lexis/Nexis. Additionally, the
SEC maintains a Website (at http://www.sec.gov) that contains information
regarding us.
Any statement contained herein, or any document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of the registration statement
and this Prospectus to the extent that a statement contained herein, or in any
subsequently filed document that also is or is deemed to be incorporated by
reference herein, modifies or supersedes that statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of the registration statement or Prospectus. The information
in this Prospectus should be read together with the information and financial
statements (including notes thereto) that appear or will appear in the documents
referred to above as incorporated herein by reference. This Prospectus
incorporates documents by reference that are not presented herein or delivered
herewith. These documents (other than exhibits thereto) are available without
charge, upon written or oral request by any person to whom this Prospectus has
been delivered, from the Secretary, Eurotech, Ltd., 10306 Eaton Place, Fairfax,
Virginia 22030, (703) 352-4399 or by e-mail at [email protected].
16
<PAGE>
================================================================================
We have not authorized any dealer, sales representative or other person to tell
you anything about us that is not contained or incorporated by reference in this
Prospectus. If anybody pretends to give you any other information about us, you
should not rely on it. This Prospectus does not constitute an offer of any
securities other than those described in it. It also does not constitute an
offer to sell, or a solicitation of an offer to buy, any security to any person
in any place where such offer or solicitation would be illegal.
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
----
Prospectus Summary........................................................... 3
Risk Factors................................................................. 5
Use of Proceeds.............................................................. 10
Selling Shareholders......................................................... 11
Plan of Distribution......................................................... 15
Additional Information and Information Incorporated by Reference............. 15
--------------------------------------------------------------------------------
================================================================================
EUROTECH, LTD.
15,985,918 SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
PROSPECTUS
December , 2000
================================================================================
<PAGE>
<TABLE>
<CAPTION>
EUROTECH, LTD.
FORM S-3
EXHIBIT INDEX
------------------ -------------------------------------------------------------------------- ---------------
Location
Exhibit No. Description Reference
------------------ -------------------------------------------------------------------------- ---------------
<S> <C> <C>
1 Not applicable
2 Not applicable
4 Not applicable
5 Opinion of Leonard Hurt Frost Lilly & Levin PC +
8 Not applicable
12 Not applicable
15 Not applicable
23.1 Consent of Tabb, Conigliaro & McGann PC *
23.2 Consent of Leonard Hurt Frost Lilly & Levin PC (included in Exhibit 5) +
24 Power of Attorney (included in signature page of original registration
statement)
25
Not applicable
26
Not applicable
27
Not applicable
------------------ -------------------------------------------------------------------------- ---------------
Legend:
------
-------------- ----------------------------------------------------------------------------------------------
* Filed herewith
+ To be filed with an amendment to the current filing
-------------- ----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate of the expenses that we expect to incur
specifically in connection with this registration. We will pay all of these
expenses, and the selling shareholders will not pay any of them.
Registration fees $13,654.84
Legal fees and disbursements 40,000.00
-----------
Total $53,654.84
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Articles of Incorporation provides that we shall, to the full extent
permitted by Section 29-304 of the District of Columbia Business Corporation
Act, as from time to time amended and in effect, indemnify any and all persons
whom we have the power to indemnify under said section. Section 29-304 of the
Business Corporation Act grants to us the power to indemnify any and all of our
directors or officers or former directors or officers or any person who may have
served at our request as a director or officer of another corporation in which
we own shares of capital stock or of which we are a creditor against expenses
actually and necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made parties or a
party, by reason of being or having been directors or officers or a director or
officer of ours, or of such other corporation, except in relation to matters as
to which any such director or officer or former director or officer or person is
adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification is not deemed to be
exclusive of any other rights to which those indemnified may be entitled, under
any bylaw, agreement, vote of stockholders or otherwise. The foregoing
provisions of our Articles of Incorporation may reduce the likelihood of
derivative litigation against our directors and officers for breaches of their
fiduciary duties, even though such action, if successful, might otherwise
benefit us and our shareholders.
In addition, our Bylaws provide for the indemnification and exculpation of
directors and officers. The specific provisions of the Bylaws related to
indemnification and exculpation are as follows:
ARTICLE VII
INDEMNIFICATION
No director shall be liable to the corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a
director, except with respect to (1) a breach of the director's duty of
loyalty to the corporation or its stockholders, (2) acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) liability which may be specifically defined by
law or (4) a transaction from which the director derived an improper
personal benefit, it being the intention of the foregoing provision to
eliminate the liability of the corporation's directors to the
corporation or its stockholders to the fullest extent permitted by law.
The corporation shall indemnify to the fullest extent permitted by law
each person that such law grants the corporation the power to
indemnify.
II-1
<PAGE>
We have obtained an officers' and directors' liability insurance policy
that will indemnify officers and directors for losses arising from any claim by
reason of a wrongful act under certain circumstances where we do not indemnify
such officer or director, and will reimburse us for any amounts where we may by
law indemnify any of our officers or directors in connection with a claim by
reason of a wrongful act.
ITEM 16. EXHIBITS
The Exhibits shown in the attached Exhibit Index are either filed herewith
or incorporated herein by reference to such Exhibits filed with other documents,
as indicated in that Exhibit Index.
ITEM 17. UNDERTAKINGS.
(a) RULE 415 OFFERING
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
securities being registered which remain unsold at the termination of the
offering.
(b) INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The undersigned hereby undertakes that, for purposes of determining
liabilities under the Securities Act of 1933, each filing of the
registrants annual report pursuant to section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide public
offering thereof.
II-2
<PAGE>
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions summarized in
response to Item 15, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted any such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether indemnification by
it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this amendment no. 1
to registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fairfax, Virginia, on December 13,
2000.
EUROTECH, LTD.
By: /s/ Don V. Hahnfeldt
------------------------------
Don V. Hahnfeldt
President and CEO
Pursuant to the requirements of the Securities Act of 1933, this amendment no. 1
to registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Person Capacity Date
<S> <C> <C>
/s/ Chad A. Verdi* Chairman of the Board of Directors December 13, 2000
----------------------------
Chad A. Verdi
/s/ Don V. Hahnfeldt Director, President, Chief Executive Officer December 13, 2000
-------------------
Don V. Hahnfeldt
/s/ Randolph A. Graves, Jr.* Director December 13, 2000
-----------------------------
Randolph A. Graves, Jr.
/s/ Leonid Khotin* Director December 13, 2000
-----------------------------
Leonid Khotin
/s/ Simon Nemzov* Director December 13, 2000
-----------------------------
Simon Nemzow
/s/ Jon W. Dowie Treasurer, Chief Financial and Accounting December 13, 2000
----------------------------- Officer
Jon W. Dowie
</TABLE>
*By Don V. Hahnfeldt, pursuant to power of attorney filed with the Registration
Statement
/s/ Don V. Hahnfeldt
--------------------------------
Don V. Hahnfeldt
Attorney-in-fact
