<PAGE>
As filed with the Securities and Exchange Commission on August 18, 2000
Registration No. 333-_____________
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
------------------------------
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.)
1216 16th Street, N.W., Washington, DC 20036
(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.
1216 16th Street, N.W. Leonard Hurt Frost Lilly & Levin PC
Washington, DC 20036 1701 K Street, N.W., Suite 300
(202) 466-5448 Washington, DC 20006-1522
(Name, address, including zip code, (202) 223-2500
and 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. [ ]
<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(2) offering price registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock,
.00025 par value 10,322,600 $4.0155 $41,450,400.30 $10,942.91
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</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.
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>
<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 Outside Front cover page of the
Front Cover Page of Prospectus registration statement; front cover
page of the Prospectus
2 Inside Front and Outside Back Cover Pages of the Outside back cover page of the
Prospectus Prospectus
3 Summary Information, Risk Factors and Ratio of Prospectus Summary; Risk Factors
Earnings to Fixed Charges
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 Reference Additional Information and
Information Incorporated by
Reference
</TABLE>
<PAGE>
10,322,600 SHARES OF COMMON STOCK
OF
EUROTECH, LTD.
This prospectus relates to the possible resale of shares of our common
stock by some of our existing shareholders. We will not receive any proceeds
from the sale of these shares.
Our common stock is traded on the NASDAQ Electronic Bulletin Board
under the symbol "EURO." The last sale price for our common stock, as reported
on the Bulletin Board on August 14, 2000, was $4.00.
We will bear all expenses, other than selling commissions and fees, in
connection with 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 have not generated any operating
revenues to date.
o We have a high level of debt and a significant accumulated deficit.
o Our marketing and sales program is highly dependent on receiving orders
from or negotiating and entering into agreements with third parties. To
date, we have not received any 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
been paid for product or entered into definitive revenue-generating
agreements, we cannot yet assure you that our technologies and products
will be accepted in the marketplace.
o We will not receive the proceeds from the sale of these shares.
----------------------
NEITHER THE SEC NOR ANY STATE SECURITIES SEC HAS APPROVED OR DISAPPROVED
OUR SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE.
IT'S ILLEGAL FOR ANYONE TO TELL YOU OTHERWISE.
----------------------
September , 2000
<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 marketing and
management company formed to commercialize new, existing but previously
unrecognized or classified technologies. Our current emphasis is on technologies
developed by prominent research institutes and individual researchers in the
former Soviet Union and Israel.
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 "Our Business" section of our most recent annual report on Form 10-K. EKOR
is a silicon-based material for the conservation and containment of ecologically
hazardous radioactive materials.
Currently, we are devoting our business focus and resources primarily to
the marketing of our technologies. To that end, we have entered into discussions
and, in some cases, written letters of intent or other agreements in principle
with a number of prominent potential users of the technologies. Our objective is
to obtain orders for the delivery of product, in which cases we would enter into
suitable arrangement for manufacture and installation, or, alternatively, to
enter into licensing or joint venture, marketing or other agreements with
potential users. To date, we have not generated any revenues from our operations
and have not yet received any orders for product for which we will be paid, nor
have we entered into any definitive revenue-generating agreements for the sale
or licensing of any of our technologies.
Our executive office is located at 1216 16th Street, N.W., Washington,
D.C. 20036.
3
<PAGE>
<TABLE>
THE OFFERING
<S> <C>
Common Shares Offered by the
Selling Shareholders............................... 10,322,600 shares of common stock.
Common Shares Outstanding
Before Offering (1)................................ 45,470,017 shares of common stock.
Common Shares Outstanding
After Offering (2)................................. 50,211,517 shares of common stock.
Use of Proceeds...................................... We will not receive any proceeds from the sale of any
of these shares.
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>
(1) Outstanding as of June 30, 2000 and at the date of this prospectus
(2) Common shares outstanding as of June 30, 2000 45,470,017
Add: Common shares reserved for issuance upon exercise of warrants
held by Woodward LLC 700,000
Add: Common shares reserved for issuance upon exercise of warrants
held by other investors and covered by this prospectus 841,500
Add: Common shares hypothetically issuable to Woodward LLC upon
"repricing" of shares held by them 3,200,000
Total Shares Outstanding After Offering, assuming sale
of all shares covered by this prospectus 50,211,517
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 INCURRED SIGNIFICANT LOSSES THROUGH JUNE
30, 2000.
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 may 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 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.
To date, we have had no revenues from operations. While our management
believes that we may recognize some revenues during 2000, based on expressions
of interest from third parties to order product from us or to acquire licenses
and enter into agreements to use some of our technologies, there can be no
assurance as to when or whether we will be able to commercialize our products
and technologies and realize any revenues. Our products and technologies have
never been utilized on a large-scale commercial basis. Our ability to operate
the business successfully 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 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 ability to manufacture and deliver products at prices that exceed
our costs.
Since the end of 1999, we have succeeded in achieving a significant
increase in our resources as a result of the issuance to a single investor of an
aggregate of 5,082,353 shares of our common stock for a total consideration,
before expenses, of $19,315,790. It is nevertheless possible that we will need
still more money to continue in business. While that investor has agreed to
furnish to us up to an additional $56,000,000 if necessary, raising the
additional money would require the issuance of additional equity securities and
thus further dilute your percentage ownership interest in us. Moreover, at this
time 3,200,000 shares already issued to this investor are subject to "repricing"
pursuant to the provisions of the March and April stock purchase agreements,
which are discussed further below.
5
<PAGE>
Our future capital requirements could vary significantly depending on a
number of factors. Many of these factors are not within our control. These
include the:
o existence and terms of any collaborative, licensing or joint venture
arrangements with third parties;
o ongoing development and testing of our products; and
o existence and terms of agreements for the marketing and sale of our
technologies.
No assurance can be given that the working capital that we have obtained
is going to be enough to tide us over until we bring in revenues, that we will
be able to bring in revenues soon enough and in sufficient amounts to avoid the
need for more financing, or that, if necessary, we will in the future be able to
arrange more financing on any terms or on terms that will not cause further
substantial dilution to you. Bringing in revenues depends on our ability to
market our technologies, and we can't assure you that we will be successful in
doing that.
WE HAVE A SIGNIFICANT LEVEL OF DEBT.
As of June 30, 2000 we had outstanding $5,660,000 of short term debt,
consisting of the unpaid principal amounts of our $2,660,000 and $3,000,000 8%
Convertible Debentures due November 27, 2000 and February 23, 2001,
respectively. We can't be sure that the holder will convert these debentures
before their maturity and will not instead require them to be paid in cash.
YOU FACE SUBSTANTIAL DILUTION OF YOUR EQUITY OWNERSHIP PERCENTAGE IF OUR
CONVERTIBLE DEBENTURES ARE CONVERTED OR IF THE STOCK ISSUED SINCE YEAR-END IS
REPRICED.
As part of the convertible debenture financing, we issued warrants to
purchase shares of our common stock. Also, as part of our July 1998 Convertible
Debentures financing, we modified certain of our prior financing agreements to
eliminate the conversion price "floor" attendant to the debentures. Without the
conversion price "floor", we were not able to determine the number of shares the
debentures may be converted into. In January 2000, however, we reached an
agreement with the holders of the convertible debentures pursuant to which we
paid all interest arrearages in cash and the holders agreed to reinstate the
$2.00 per share conversion price floor for the 2001 maturities. As a result, we
may have to issue up to 2,830,000 additional shares if the Convertible Debenture
holders decide to convert.
The agreements pursuant to which, on December 31, 1999, an investor
invested $3,000,000 for 1,882,353 newly issued shares of common stock, included
provisions for "repricing" in the event that the market price of our outstanding
shares during a period of about 90 days dropped significantly below the price
paid by the investor. That contingency has expired, but the agreements pursuant
to which we raised $6,315,790 and $10,000,000 from the same investor in March
and April 2000 also 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. In the registration statement of which this
Prospectus is a part, we are registering an extra 3,200,000 shares to anticipate
this repricing contingency, and in our balance sheet as of June 30, 2000 we have
created for this contingency a 2,000,000 share reserve.
6
<PAGE>
WE FACE SUBSTANTIAL RISK IN ATTEMPTING TO DO BUSINESS IN RUSSIA AND UKRAINE.
POLITICAL AND SOCIAL RISKS
In recent years, Russia and Ukraine each have been undergoing a
substantial political and social transformation from centralized communism to
the early stages of pluralist democracy. As part of this process, the former
centrally controlled command economies of Russia and Ukraine have been subject
to various reforms intended to lead to generally capitalist, market-oriented
economies. There can be no assurance that the political and economic reforms
necessary to complete these transformations will continue, or if they continue,
will be successful. In their present stages, the Russian and Ukrainian political
and economic systems are characterized by a proliferation of political parties.
The Russian and Ukrainian political and economic systems are also vulnerable to
their respective populations' dissatisfaction with reform, economic
dislocations, social and ethnic unrest, and changes in governmental policies and
decisions. Any of these factors could have a material adverse effect on the
private or governmental availability of hard currency, currency exchange rates,
the private ownership of businesses and other enterprises, the social
distribution of wealth, the private ownership and alienality of tangible and
intellectual property, and the availability of construction materials and
equipment. Any of these events could have a materially adverse effect on us.
As part of the reforms being instituted in Russia and Ukraine, both
countries have enacted legislation to protect private property against
expropriation and nationalization. However, because of lack of experience in
enforcing these provisions, and because of the potential political changes that
could occur in the future, we can't assure you that these protections will be
enforced in the event of an attempted revocation, expropriation or
nationalization of the EKOR intellectual property rights would have a material
adverse effect on us. In particular, the EKOR compound technology was developed
by scientists and researchers associated with the I.V. Kurchatov Institute, a
Russian scientific research and development institute, and the Euro-Asian
Physical Society ("EAPS"), a professional society in Russia. Through a series of
assignments the scientists and researchers have, ultimately, assigned the EKOR
compound intellectual property rights to us. No assurance can be given that
these scientists and researchers or any of these governmental, governmentally
controlled, or governmentally affiliated entities would or could legally resist
an attempted revocation, expropriation or nationalization, any of which, if
successful, would have a materially adverse impact on us.
Also, the relative political instability of Russia and the Ukraine could
result in major changes in their respective governments, present reform policies
or rejection of the same, any of which may have a material adverse effect on us.
We can't assure you that such developments will not occur either in Russia or
Ukraine.
7
<PAGE>
The political and economic changes that have occurred in Russia and
Ukraine in recent years have resulted in significant dislocations of political
and governmental authority caused by the collapse of their respective previous
governmental structures and political systems. New political and governmental
systems are only beginning to take form in Ukraine and Russia. Furthermore,
significant unemployment in Russia and Ukraine, the influx of unemployed persons
into major Russian cities, significant wage arrearages in Ukraine and Russia,
and the existence of poorly paid police forces in both countries have led to
significant increases in crime in Russia and Ukraine. Significant levels of
organized criminal activity exist in large metropolitan areas of both countries.
While President Putin of Russia and President Kuchma of Ukraine have instituted
anti-crime and anti-corruption programs, such measures are of recent origin and
have achieved minimal and uncertain results. We can't assure you that the levels
of crime and corruption in Russia and Ukraine will be curbed or otherwise
brought under control, and no assurance can be given that the social and
economic dislocations caused by high rates of organized and other crime and of
official corruption will not in the future have a material adverse impact on us.
In both Ukraine and Russia state-controlled and, more recently,
privately-owned enterprises have often failed to pay full salaries or wages to
their employees, and in some instances have not paid wages or salaries at all
for extended periods of time. Non-payment of workers, in conjunction with
historically high rates of inflation and escalating costs of living in both
countries, could lead in the future to labor and social unrest. Unrest could
have political, social and economic consequences including increased support for
a return to centralized governments, a climate hostile to foreign investment and
increasing levels of violence, any of which could have a material adverse impact
on us.
ECONOMIC RISKS
Along with the institution of political reforms, the Ukrainian and Russian
governments have been attempting to create and implement policies of economic
reform and economic stabilization, and to create legal structures intended to
promote private, market-based activities, foreign trade and foreign investment.
Although these policies have met with some success in both countries, we can't
assure you that they or similar policies will continue to be supported and
pursued, or that, if supported and pursued, they will be successful.
Despite the implementation of economic reform policies, the Russian
economy and the Ukrainian economy are characterized by declining gross domestic
production, significant inflation, increasing rates of unemployment and
underemployment, unstable currencies, and high levels of governmental debt as
compared to gross domestic production. The prospect of widespread insolvencies
and the collapse of various economic sectors exists in both countries.
Additionally, in both Russia and Ukraine there is a general lack of consensus as
to the rate, extent and substantive content of economic reform. We can't assure
you that either Russia or Ukraine in the future will remain receptive to foreign
investment or market-oriented economies. We can't assure you that the economy of
either country will improve.
8
<PAGE>
Ukrainian and Russian businesses have limited experience operating in
free market conditions, and compared with Western businesses have limited
experience with entering into contracts and performing contractual obligations.
Additionally, Ukrainian and Russian governmental agencies, as well as Ukrainian
and Russian business enterprises, have limited experience with the substantive
content and detail typical of Anglo-American and other Western contracts.
Accordingly, the detailed agreement to perform specified contractual obligations
in many instances may be contained in a series of written approvals, consents
and the like from various governmental and quasi-governmental bodies, as well as
from business companies, that accompany a formal contract. Legal reforms have
only been recently instituted in Russia and Ukraine to interpret and enforce
contractual obligations on principles similar to those of the legal systems of
Western countries. Our expected near-term revenues substantially depend upon
technology transfer and consulting fees memorialized in written contracts with
Ukrainian and Russian entities. We can't assure you that such fees will be paid
in the manner called for in such contracts or that enforcement of such payment
obligations, if not performed fully or at all, will be successful in Russian or
Ukrainian courts.
WE CAN'T ASSURE YOU THAT WE WILL ENTER INTO MANUFACTURING AGREEMENTS, JOINT
VENTURE AGREEMENTS, LICENSES, COLLABORATIVE AGREEMENTS OR CONTRACTS.
Presently, our primary business strategy is entering into manufacturing
agreements, joint ventures and 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 our nuclear containment material, but cannot be
sure at this time that this manufacturer can successfully produce this material
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 there can be
no assurance that we will enter into any definitive project agreements, licenses
or joint ventures for the marketing and sale of any of our technologies.
9
<PAGE>
BECAUSE WE HAVE A LIMITED OPERATING HISTORY, WE DON'T KNOW IF THE MARKET WILL
ACCEPT OUR PRODUCTS AND TECHNOLOGIES.
Many potential users of the EKOR compound have already committed
substantial resources to other forms of radioactive contaminant remediation and
environmentally clean 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.
WE FACE UNKNOWN ENVIRONMENTAL LIABILITY RISK 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 such materials, and the use of
specialized technical equipment in the processing of such material. There is
always the risk that such 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 such claims would
be asserted in the first instance against the actual producer or installer of
the material, we cannot be absolutely sure that such claims 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 such insurance in the future in amounts that we can't
presently determine. We can't assure you that such 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 ARE SUBJECT TO SIGNIFICANT COMPETITION AND THE EXISTENCE OR DEVELOPMENT OF
PREFERRED TECHNOLOGIES.
The near term, primary markets for our products and technologies are
principally chemical manufacturing and radioactive contamination containment,
remediation and transportation. Mid-term markets are expected 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 of our competitors or 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. To the extent that our competitors are able to accomplish any of
the foregoing, our ability to compete could be materially and adversely
affected.
10
<PAGE>
WE CAN'T BE SURE THAT RESOURCES WILL BE MADE AVAILABLE TO FUND REMEDIATION OF
REACTOR 4.
Coordination and management of the formal selection of contractors and
technologies for studies relating to the ChNPP Reactor 4 remediation project has
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 management of the ChNPP. EBRD has appointed a consortium
of Bechtel, Electricite 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.) At this time, we expect EBRD, with
funds made available by the G-7 governments, to provide the financing for the
actual remediation project. We can't assure you that these funds will actually
be made available. In the meantime, the Ukrainian management of ChNPP Reactor 4
has permitted us to join with them in a demonstration project for the validation
of EKOR application techniques in the containment of fuel containing masses and
radioactive dust suppression, which was completed successfully in March 2000.
WE CAN'T PREDICT WHETHER OUR PROPRIETARY TECHNOLOGY AND PATENTS WILL BE
PROTECTED.
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 received a patent on the process for the
manufacture of the EKOR compound from the US Patent and Trademark Office, Patent
No. 5,886,060. We also own 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 other people's patents 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.
We can't assure 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 such patents 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.
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. We can't assure
you that these agreements will not be breached, that we would have adequate
remedies for any breach, or that our trade secrets and proprietary know-how will
not otherwise become known or be independently discovered by others.
11
<PAGE>
THE PRICE OF OUR COMMON STOCK IS INFLUENCED BY MANY FACTORS.
Prices for our common stock will be influenced by many factors, including
the depth and liquidity of the market for the common stock, 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.
BECAUSE OUR COMMON STOCK PRICE IS USUALLY BELOW $5.00, BROKERS DEALING IN OUR
STOCK ARE SUBJECT TO ADDITIONAL RULES AND REGULATIONS.
The SEC has adopted regulations that generally define a "penny stock" to
be any equity security that has a market price of less than $5.00 per share,
subject to certain exceptions. Our common stock is at this time a "penny stock."
As such, it is subject to rules that impose additional sales practice
requirements on broker/dealers who sell our securities to other than established
customers and accredited investors. The "penny stock" rules may restrict the
ability of broker/dealers to sell our common stock and accordingly affect
adversely its liquidity in the hands of investors.
We will not receive any money from the sale of these shares.
We will not receive any proceeds from the sale of shares offered by this
prospectus.
We may be subject to substantial regulations.
We are not aware of any U.S. or foreign laws or regulations that govern
the marketing, sale or use of any of our present technologies, other than U.S.,
Russian and various Western European environmental safety laws and regulations
pertaining to the containment and remediation of radioactive contamination and
the toxicity of materials used. Based on the results of tests conducted at
Kurchatov, we believe that the EKOR compound meets applicable U.S. and German
regulatory standards. However, we can't assure you that more stringent standards
may not in the future be adopted, which may materially increase our cost of
licensing and using the EKOR compound, or prevent its use altogether. Moreover,
we can't assure you that any or all jurisdictions in which we presently or in
the future conduct our business will not enact laws or adopt regulations that
increase the cost of or prevent us from licensing our other technologies or
otherwise doing business.
WE ARE DEPENDENT ON KEY PERSONNEL AND CONSULTANTS.
We are substantially dependent upon the services of our four 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.
12
<PAGE>
USE OF PROCEEDS
Existing shareholders are offering these shares for their own accounts.
We will not receive any proceeds from their sale.
SELLING SHAREHOLDERS
The following table sets forth certain information for each of the
beneficial owners of the 10,322,600 shares of common stock registered in the
Registration Statement covering shares being offered. The shares offered 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. We believe that the beneficial
owners of the shares listed below, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable.
NUMBER OF SHARES
NAME AND ADDRESS OF BEING REGISTERED FOR POSSIBLE
SELLING SHAREHOLDER SALE BY SELLING SHAREHOLDER
------------------- ---------------------------
Woodward LLC
Corporate Center
West Bay Road
Grand Cayman
Cayman Islands (1)7,100,000
Advanced Technology Industries, Inc.
Taubenstrasse 20
D-10117 Berlin, Germany (2)1,500,000
CDC Consulting, Inc.
19476 Dorado Drive
Trabuco Canyon, CA 92679 (3) 67,500
Richard Wall
95 Hartford Way (3) 364,000
Beverly Hills, CA 90210
David Wilkes
15 Sommerset Drive, South
Great Neck, NY 11020 (3) 150,000
13
<PAGE>
NUMBER OF SHARES
NAME AND ADDRESS OF BEING REGISTERED FOR POSSIBLE
SELLING SHAREHOLDER SALE BY SELLING SHAREHOLDER
(continued) (continued)
------------------- ---------------------------
JNC Opportunity Fund Ltd.
c/o Olympia Capital (Cayman) Ltd.
Williams House, 20 Reid Street
Hamilton HM 11, Bermuda (3) 196,429
Diversified Strategies Fund, L.P.
108 South Madison Avenue
Louisville, KY 40243 (3) 17,857
JNC Strategic Fund Ltd.
c/o Olympia Capital (Cayman) Ltd.
Williams House, 20 Reid Street
Hamilton HM11, Bermuda (3) 35,714
Spinneret Financial Systems, Inc.
578 Post Road East - 218
Westport, CT 06880 (4) 781,100
John McNeil Wilkie 2927 44th Street, N.W.
Washington, DC 20016 10,000
EKON Investor Relations
5134 Cliff Drive
Tsawwassen, British Columbia V4M 2C3
Canada 50,000
Evergreen Communications
127 Dorrance Street
Providence, RI 02903-2828 50,000
(1) Includes (a) 700,000 shares purchasable upon the exercise of immediately
exercisable warrants; and (b) an additional 3,200,000 shares to the extent
issuable to Woodward LLC upon possible repricings of up to 3,200,000
shares out of the shares beneficially owned at such date. 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) Formerly named Kurchatov Research Holdings, Ltd.
(3) 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.
(4) Includes 771,100 issued shares and 10,000 shares issuable upon the
exercise of warrants.
14
<PAGE>
PLAN OF DISTRIBUTION
The distribution of the shares by the selling shareholders or by their
respective pledgees, donees, transferees or other successors in interest may be
effected from time to time in one or more transactions for their own accounts
(which may include block transactions) on the NASD Electronic Bulletin Board or
any exchange on which the shares may then be listed, in negotiated transactions,
through the writing of options on shares (whether such options are listed on an
options exchange or otherwise), through short sales, sales against the box, puts
and calls and other transactions in our securities or other derivatives thereof,
or a combination of such methods of sale, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The selling shareholders may effect such transactions by
selling shares to or through broker-dealers, including broker-dealers who may
act as underwriters, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of shares for whom such 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 of Securities Act or
pledge shares as collateral for margin accounts, and such shares could be resold
pursuant to the terms of such 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 certain state securities laws, if applicable,
the shares will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
We have agreed to bear all expenses, other than selling commissions and
fees, in connection with the registration and sale of the shares being offered
by the selling shareholders.
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 filed with the SEC,
which contains audited financial statements for that year and
certain prior periods.
o All other reports that we may have filed with the SEC after December
31, 1999, including our quarterly reports on Form 10-Q for the
quarters ended March 31 and June 30, 2000.
o Our registration statement on Form 10, as filed with the SEC, 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, with respect to the registration of the
common stock offered hereby. This prospectus does not contain all of the
information set forth in the Registration Statement or in the exhibits, which
are incorporated by reference, certain portions of which 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 such 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. Each such statement is qualified in its entirety by such reference.
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 such 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 such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of the Registration Statement or prospectus. All information
appearing in this prospectus is qualified in its entirety by the information and
financial statements (including notes thereof) appearing in the documents
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
Secretary, Eurotech, Ltd., 1216 16th Street, N.W., Washington, D.C. 20036, (202)
466-5448 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. You should be
aware that even if a copy of this Prospectus is delivered to you or you buy
securities that it offers, you can't be sure that all of the information in this
Prospectus is correct as of any time subsequent to its date, except to the
extent of information contained in later reports filed by us that are
incorporated in this Prospectus by reference.
--------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
Prospectus Summary.................................................. 3
Risk Factors........................................................ 5
Use of Proceeds..................................................... 13
Selling Shareholders................................................ 13
Plan of Distribution................................................ 15
Additional Information and Information Incorporated by Reference.... 15
--------------------------------------------------------------------------------
================================================================================
EUROTECH, LTD.
10,322,600 Shares of Common Stock
--------------------------------------------------------------------------------
PROSPECTUS
September , 2000
==================
================================================================================
<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 $10,942.91
Legal fees and disbursements 20,000.00
-----------
Total $30,942.91
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.
<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.
(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.
<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 registration
statement to be filed on its behalf by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on August 17, 2000.
EUROTECH, LTD.
By: /s/ Don V. Hahnfeldt
----------------------------------
Don V. Hahnfeldt
President and CEO
POWER OF ATTORNEY
=================
Know all men by these presents, that each person whose signature appears below
constitutes and appoints Don V. Hahnfeldt his true and lawful attorney-in-fact
and agent, with full power of substitution and re-substitution, for him and in
his place and stead, in any and all capacities, to sign any and all further
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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to 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 indicated:
<TABLE>
<CAPTION>
PERSON CAPACITY DATE
------ -------- ----
<S> <C> <C>
/s/ Chad A. Verdi Chairman of the Board of Directors August 14, 2000
-----------------------------
Chad A. Verdi
/s/ Don V. Hahnfeldt Director, President, Chief Executive Officer August 14, 2000
----------------------------
Don V. Hahnfeldt
/s/ Randolph A. Graves, Jr. Director August 14, 2000
-----------------------------
Randolph A. Graves, Jr.
/s/ Leonid Khotin Director August 17, 2000
-----------------------------
Leonid Khotin
/s/ Simon Nemzov Director August 14, 2000
-----------------------------
Simon Nemzow
/s/ Jon W. Dowie Treasurer, Chief Financial and Accounting August 17, 2000
----------------------------- Officer
Jon W. Dowie
</TABLE>
<PAGE>
EUROTECH, LTD.
FORM S-3
EXHIBIT INDEX
Location
Exhibit No. Description Reference
----------- ----------- ---------
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 1
23.2 Consent of Leonard Hurt Frost Lilly & Levin PC
(included in Exhibit 5) +
24 Power of Attorney (included in signature page of
this filing)
25 Not applicable
26 Not applicable
27 Not applicable
Legend:
+ To be filed with an amendment to the current filing
1 Incorporated by reference to such Exhibits filed with our annual report
on Form 10-K for the year ended December 31, 1999, on file with the
Commission
