<PAGE>
As filed with the Securities and Exchange Commission on January 17, 2001
Registration No. 333-44086
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
------------------------------
AMENDMENT NO. 2
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 33-0662435
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10306 Eaton Place, Suite 220, Fairfax, VA 22030
(703) 352-4399
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-------------------------------
Don V. Hahnfeldt
President and Chief Executive Officer Copies of communications to:
10306 Eaton Place, Suite 220 Max A. Stolper, Esq.
Fairfax, VA 22030 Leonard Hurt Frost Lilly & Levin PC
(703) 352-4399 1701 K Street, N.W., Suite 300
(Name, address, including zip code, and Washington, DC 20006-1522
telephone number, including area code, (202) 223-2500
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.[ ]
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>
<PAGE>
<TABLE>
<CAPTION>
EUROTECH, LTD.
FORM S-3
Cross Reference Sheet
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 Description of Capital Stock
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>
PROSPECTUS
15,554,418 SHARES OF COMMON STOCK
OF
EUROTECH, LTD.
This Prospectus relates to two offerings:
o Possible offerings by us of up to 3,000,000 shares of our authorized
but at this time unissued common stock, at a price or prices related to
the market price of our common stock on the American Stock Exchange,
where on January 12, 2001 the stock closed at $2.375 per share; and
o Possible resales of shares of our outstanding common stock by some of
our existing shareholders, including shares that some of these
shareholders 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 shareholders 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, which, if all were exercised, would total $6,536,000.
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 A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" STARTING ON PAGE 3.
----------------------
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.
----------------------
January , 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 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 containment of
ecologically hazardous radioactive materials. Through license agreements, we
have exclusive world-wide rights to EKOR. EKOR has been accepted by the
Ukrainian authorities for remediation work on Chernobyl Reactor No. 4. We have
arranged for the manufacture of EKOR in the United States and are in the process
of having the U.S.-manufactured product tested for compliance with U.S.
government specifications. If the results of the remaining 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 or to arrange for the
manufacture of products incorporating these technologies and the sale of the
resulting products. We have not yet figured out how we are going to make money
out of any of these technologies.
Our executive office is located at 10306 Eaton Place, Suite 220,
Fairfax, Virginia 22030.
3
<PAGE>
THE OFFERING
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...................... 12,554,418 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)........................ 51,507,507 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 up to $6,536,000 of
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.
(1) Common shares outstanding at September 30, 2000
44,197,507
Add: Common shares that may be offered by us
3,000,000
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 410,000
Add: Common shares hypothetically issuable to Woodward LLC
upon "repricing" of shares held by that investor 3,200,000
Common Shares that May be Outstanding After Offering,
assuming sale of all shares covered by this Prospectus
and no others 51,507,507
4
<PAGE>
RISK FACTORS
Please consider carefully the following risk factors before deciding to
invest in our common stock:
WE MAY RUN OUT OF MONEY BEFORE WE BEGIN TO GENERATE CASH FLOW FROM OPERATIONS.
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. 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 a larger office and adding to our team of
both salaried personnel and consultants. In addition, as of September 30, 2000
we still owed $3,500,000 principal amount (of which we have since paid $500,000)
on account of the convertible debentures that we issued in 1998, 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.
YOU RISK THAT WE WILL NOT BE ABLE TO SELL EKOR AND THAT WE WILL NEVER FIND A WAY
TO COMMERCIALIZE OUR OTHER TECHNOLOGIES. IF WE ARE UNABLE TO GENERATE REVENUES
FROM SOME SOURCE, WE WOULD HAVE TO GO OUT OF BUSINESS AND YOUR INVESTMENT IN US
COULD BE LOST.
We have arranged for the manufacture of EKOR, our proprietary nuclear
waste encapsulation material, in the United States and to date all tests of the
U.S.- manufactured product have been positive. Nevertheless, though we, alone or
with joint venture engineering partners, are actively engaged in discussions
with the managements of U.S. Department of Energy sites, we have yet to receive
our first order. Even if some orders are forthcoming, we do not yet know whether
we will be able, at the prices that we have to charge to cover our manufacturing
costs, to achieve the sort of volume that would be necessary to carry our
overhead or to compensate adequately the investment that shareholders have made
in us. It is possible that our sales may be hindered by commitments that
potential customers may have made to alternative methods of remediation. Even if
we are able to sell EKOR in satisfactory quantities and at remunerative prices
but are unable to find ways to make money out of our other technologies, you
risk that we will not be able to achieve a satisfactory return on our capital.
If we can neither sell EKOR nor find a way to commercialize any of our other
technologies, we would have to go out of business and your investment in us
would be lost.
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:
5
<PAGE>
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 2000 and will probably 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.
YOU FACE SUBSTANTIAL DILUTION OF YOUR EQUITY OWNERSHIP PERCENTAGE IF MORE OF OUR
CONVERTIBLE DEBENTURES ARE CONVERTED, IF MORE OF OUR OUTSTANDING WARRANTS AND
OPTIONS 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
or are committed to issue other warrants and options, mostly held by our present
6
<PAGE>
or former directors, officers and consultants, to purchase up to 1,878,000
shares, about two-thirds of which are also currently exercisable and 160,000 of
which are included among the shares that may be sold pursuant to this
Prospectus. Most of our previously outstanding convertible debentures have by
now been paid or converted, but we may have to issue up to 1,500,000 additional
shares if the holders decide to convert the remaining $3,000,000 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 that
require us to issue additional shares in the proportion to which the outstanding
shares of our common stock trade during specified time periods at prices below
target prices specified in the respective stock purchase agreements. Thus,
declines in the market price of our outstanding shares create a risk of further
dilution of your equity ownership.
The following table shows the combined cumulative dilutive effect of
the Woodward repricing provisions, the conversion features of our outstanding
debentures, and the exercise prices of our outstanding options and warrants:
<TABLE>
<CAPTION>
(B)
NO. OF (C)
SHARES NO. OF (D)
HYPOTHE- SHARES CUMULA-TIVE
ISSUE DATE AND HYPO- TICALLY ISSUABLE ON TOTAL NO. OF (D) AS A
NUMBER OF SHARES THETICAL (A) ISSUABLE ON EXERCISE OF SHARES PERCENT OF
ISSUED IN WOODWARD - AVERAGE HYPO- CONVERSION WARRANTS HYPOTHETICALLY CUMULA-TIVE LLY
FINANCING, THEIR MARKET THETICAL OF OR OPTIONS ISSUABLE TOTAL
REPRICING PRICE PRICE NO. OF DEBENTURES AT OR THROUGH END NO.OF
AND DATE ON WHICH DURING REPRICING ASSUMING BELOW OF LAST SHARES
FIRST REPRICING REPRICING SHARES THESE MARKET THESE REPRICING HYPOTHE-TICA
PERIOD BEGINS/BEGAN PERIOD ISSUABLE PRICES PRICES PERIOD OUT-STANDING
-------------------- ------------ ------------- -------------- --------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
March 2, 2000 $10.000 None 1,145,038 3,518,000 4,663,038 8.55
1,200,000 6.579 None 1,145,038 2,868,000 4,013,038 7.44
$6.57875 5.00 378,000 1,145,038 2,718,000 4,241,038 7.83
Sept. 2, 2000 4.00 773,625 1,145,038 2,568,000 4,486,663 8.25
3.00 1,431,500 1,478,571 2,168,000 5,028,071 9.15
2.00 2,747,250 1,500,000 1,368,000 5,615,250 10.12
1.50 5,263,000 0 1,068,000 6,331,000 11.26
April 25, 2000 10.000 None 1,145,038 3,518,000 4,663,038 8.67
2,000,000 9.375 None 1,145,038 3,018,000 4,163,038 7.82
$9.375 9.00 83,333 1,145,038 3,018,000 4,246,371 7.96
Apr. 1, 2001 8.00 343,750 1,145,038 3,018,000 4,506,788 8.41
7.00 678,571 1,145,038 3,018,000 4,841,609 8.98
6.00 1,125,000 1,145,038 2,868,000 6,709,000 9.47
5.00 1,750,000 1,145,038 2,718,000 5,991,038 10.26
4.00 2,687,500 1,145,038 2,568,000 7,174,163 11.53
3.00 4,250,000 1,428,571 1,968,000 9,078,071 13.48
2.00 7,375,000 1,500,000 1,368,000 12,990,250 17.26
1.50 10,500,000 0 1,068,000 16,831,000 19.07
</TABLE>
7
<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 sheets as
of June 30 and September 30, 2000 we have created for this contingency a
2,000,000 share reserve.
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 FACE UNKNOWN ENVIRONMENTAL LIABILITY RISKS AND WE DON'T CARRY ENVIRONMENTAL
LIABILITY INSURANCE; THE SUCCESSFUL ASSERTION AGAINST US OF ENVIRONMENTAL
LIABILITY COULD PUT US OUT OF BUSINESS.
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. Environmental liability insurance,
even if obtained, will likely not provide coverage against all claims, which
might be greater than any coverage that we might obtain. Thus, the successful
assertion of environmental liability could put us out of business.
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
8
<PAGE>
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.
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, Electricite de France and Battelle to review the
technical aspects and feasibility of the various proposals and bids received.
(Battelle 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.
9
<PAGE>
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.
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
103,474 shares and actual sale prices have fluctuated between a low of 1.25 and
a high of 6.125. In the twelve months to December 31, 2000 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 producing 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, THE LOSS OF THE SERVICES OF
SOME OF WHOM COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.
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.
10
<PAGE>
USE OF PROCEEDS
Existing shareholders are offering these shares for their own accounts.
We will not receive any proceeds from their sale. Some of 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 up to
$6,536,000, 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.
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 % OF
BE OWNED BY SELLING SHARES
SHAREHOLDER OF RECORD TO BE
OR OTHERWISE KNOWN TO OUT-
US TO BE OWNED BY STAND-
NUMBER OF SHARES OWNED THIS SELLING ING
BY SELLING SHAREHOLDER SHAREHOLDER, ASSUMING UPON
OF RECORD OR OTHERWISE SALE OF ALL COM-
KNOWN TO US TO BE OWNED NUMBER OF SHARES REGISTERED SHARES AND PLE-
BY THIS SELLING BEING REGISTERED FOR NO OTHER SHARES THAT TION
SHAREHOLDER AT THE DATE POSSIBLE SALE BY THIS SELLING OF OF-
NAME AND ADDRESS OF SELLING SHAREHOLDER OF THIS PROSPECTUS SELLING SHAREHOLDER SHAREHOLDER MIGHT OWN FERING
------------------------------------------ -------------------------- ----------------------- ----------------------- ----------
<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
11
<PAGE>
NUMBER OF SHARES TO % OF
BE OWNED BY SELLING SHARES
SHAREHOLDER OF RECORD TO BE
OR OTHERWISE KNOWN TO OUT-
US TO BE OWNED BY STAND-
NUMBER OF SHARES OWNED THIS SELLING ING
BY SELLING SHAREHOLDER SHAREHOLDER, ASSUMING UPON
OF RECORD OR OTHERWISE SALE OF ALL COM-
KNOWN TO US TO BE OWNED NUMBER OF SHARES REGISTERED SHARES AND PLE-
BY THIS SELLING BEING REGISTERED FOR NO OTHER SHARES THAT TION
SHAREHOLDER AT THE DATE POSSIBLE SALE BY THIS SELLING OF OF-
NAME AND ADDRESS OF SELLING SHAREHOLDER OF THIS PROSPECTUS SELLING SHAREHOLDER SHAREHOLDER MIGHT OWN FERING
------------------------------------------ -------------------------- ----------------------- ----------------------- ----------
Advanced Technology Industries, Inc.
Taubenstrasse 20
D-10117 Berlin, Germany (c) 1,500,000 1,500,000 None 0
David Wilkes
15 Sommerset Drive, South
Great Neck, NY 11020 (d) 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 (e) None (2) 196,429 None 0
Diversified Strategies Fund, L.P.
108 South Madison Avenue
Louisville, KY
40243 (e) None (2) 17,857 None 0
JNC Strategic Fund Ltd.
c/o Olympia Capital (Cayman) Ltd.
Williams House, 20 Reid Street
Hamilton HM11, Bermuda (e) None (2) 35,714 None 0
Spinneret Financial Systems, Inc.
578 Post Road East - 218
Westport, CT
06880 (f) 771,100 781,100 None 0
John McNeil Wilkie
2927 44th Street, N.W.
Washington, DC 20016 (g) 16,000 10,000 6,000 *
ECON Investor Relations
5134 Cliff Drive
Tsawwassen, B.C. V4M 2C3
Canada (h) 40,000 40,000 None 0
Evergreen Communications
127 Dorrance Street
Providence, RI 02903-2828 (i) 64,000 64,000 None 0
</TABLE>
12
<PAGE>
(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.
(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 (f)); 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) 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.
(e) 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).
(f) 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.
13
<PAGE>
(g) 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.
(h) 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.
(i) 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%.
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.
14
<PAGE>
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. If we were
to sell all of the 3,000,000 at the current market price, we would realize
approximately $7,125,000 before deduction of transaction costs.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital consists of 100,000,000 shares of common stock,
par value $.00025 per share, and 5,000,000 shares of "blank check" preferred
stock, par value $0.01 per share. As of September 30, 2000, there were
outstanding 44,197,507 shares of common stock and no shares of blank check
preferred stock. Below is a summary description of certain provisions relating
to our capital stock contained in our Articles of Incorporation and By-Laws and
in the District of Columbia Business Corporation Act. The summary is qualified
in its entirety by reference to our Articles of Incorporation and By-laws and
the District of Columbia Business Corporation Act.
COMMON STOCK
We are authorized to issue 100,000,000 shares of common stock. All the
issued and outstanding shares of common stock are validly issued, fully paid and
non-assessable. Each outstanding share of common stock has one vote on all
matters requiring a vote of the stockholders. There is no right to cumulative
voting; thus, the holders of fifty percent or more of the shares outstanding
can, if they choose to do so, elect all of the directors. In the event of a
voluntary or involuntary liquidation, all shareholders are entitled to a pro
rata distribution after payment of liabilities and after provision has been made
for each class of stock, if any, having preference over the common stock. The
holders of the common stock have no preemptive rights with respect to our
offerings of shares of our common stock. Holders of common stock are entitled to
dividends if, as and when declared by the Board out of the funds legally
available therefor. It is our present intention to retain earnings, if any, for
use in our business. Dividends are, therefore, unlikely in the foreseeable
future.
15
<PAGE>
BLANK CHECK PREFERRED STOCK
Pursuant to our Articles of Incorporation, our Board is authorized to
issue, without any action on the part of our shareholders, up to 5,000,000
shares of "blank check" preferred stock. The Board has authority to divide the
blank check preferred stock into one or more series and has broad authority to
fix and determine the relative rights and preferences, including the voting
rights of the shares of each series. The blank check preferred stock could be
used as a method of discouraging, delaying or preventing a change in control of
the Company or be used to resist takeover offers opposed by the management.
Under certain circumstances, the Board could create impediments to or frustrate
persons seeking to take us over or otherwise gain control of us by causing
shares of blank check preferred stock with voting or conversion rights to be
issued to a holder or holders who might side with the Board in opposing a
takeover bid that the Board determines not to be in our best interest. In
addition, our ability to issue shares of blank check preferred stock with voting
or conversion rights might be considered a threat to dilute the stock ownership
that might be acquired by a person or entity that might consider making a
takeover bid. We have never actually issued any preferred shares, have no plans
at this time to issue any preferred shares, and have no knowledge of any person
or entity considering a takeover bid.
TRANSFER AGENT
The Transfer Agent for the common stock is Interwest Transfer Co.,
Inc., 1981 East Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117,
Phone 801-272-9294, Fax 801-277-3174.
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.
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 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
16
<PAGE>
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, Suite
220, Fairfax, Virginia 22030, (703) 352-4399 or by e-mail at
[email protected].
17
<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....................................................... 2
Risk Factors............................................................. 4
Use of Proceeds.......................................................... 10
Selling Shareholders.................................................... 10
Plan of Distribution.................................................... 13
Description of Capital Stock............................................ 14
Additional Information and Information Incorporated by Reference........ 15
--------------------------------------------------------------------------------
================================================================================
EUROTECH, LTD.
15,554,418 SHARES OF COMMON STOCK
--------------------------------------------------------------------------------
PROSPECTUS
January , 2000
================================================================================
<PAGE>
PART II
Not amended
II-1
<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. 2
to registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fairfax, Virginia, on January 16,
2001.
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. 2
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 January 16, 2001
----------------------------
Chad A. Verdi
/s/ Don V. Hahnfeldt Director, President, Chief Executive Officer January 16, 2001
----------------------------
Don V. Hahnfeldt
/s/ Randolph A. Graves, Jr.* Director January 16, 2001
----------------------------
Randolph A. Graves, Jr.
/s/ Leonid Khotin* Director January 16, 2001
----------------------------
Leonid Khotin
/s/ Simon Nemzov* Director January 16, 2001
----------------------------
Simon Nemzow
/s/ Jon W. Dowie Treasurer, Chief Financial and Accounting January 16, 2001
---------------------------- 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
II-2
