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Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FUEL-TECH N.V.
(Exact name of registrant as specified in its charter)
NETHERLANDS ANTILLES N/A
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)
Fuel-Tech N.V. Fuel Tech, Inc.
(Registrant) (U.S. Operating Subsidiary)
Castorweg 22-24 300 Atlantic Street
Curacao Suite 703
Netherlands Antilles Stamford Connecticut 06901
(599) 9-461-3754 (203) 425-9830
(Address and telephone number of principal executive offices)
THE 1993 INCENTIVE PLAN OF FUEL-TECH N.V.
(Full title of plan)
Charles W. Grinnell, Esq.
1055 Washington Blvd. - 5th Floor
Stamford, CT 06901
(Name and address of agent for service)
(203) 363-7105
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Shares Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share(2) Price(2)
<S> <C> <C> <C> <C>
Common Stock
par value, $0.01 1,600,000 $2.054 $3,285,984 $867.50
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(1) Includes an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions
in accordance with Rule 416 under the Securities Act of 1933.
(2) Based upon the following shares and exercise prices, 135,185 shares at
$1.75; 60,000 shares at $1.531; 10,500 shares at $1.375; 25,000 shares at
$1.563; 32,000 shares at $2.06; 366,500 shares at $2.125; 44,500 shares at
$1.47; 80,000 shares at $2.125; 6,000 shares at $3.03; 20,000 shares at
$2.593; 328,000 shares at $2.063 and, estimated solely for the purpose of
computing the registration fee pursuant to Rule 457 under the Securities
Act of 1933, 492,315 shares at $2.188, being the average of the high and
low prices as reported on The Nasdaq Stock Market, Inc. on May 1, 2000.
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This Registration Statement is filed pursuant to instruction E to Form
S-8 to register additional Common Stock issuable under Registrant's 1993
Incentive Plan, as amended.
Pursuant to Instruction E to Form S-8, the Registrant hereby
incorporates by reference into this Registration Statement the contents of the
Registrant's Registration Statement on Form S-8 (File No. 33-83068) and all post
effective amendments thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Charles W. Grinnell, Esq, is furnishing an opinion required for this
Registration Statement as to the legality of the securities to be issued under
the Plan. Mr. Grinnell is an officer, director and employee of the Registrant
and owns or has options to purchase 86,500 shares of Common Stock of the
Registrant.
Item 8. Exhibits.
Exhibit No. Description Of Exhibit
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4.1 Articles of Association, as amended through April
27, 1998, filed as Exhibit to Registrant's Annual
Report on Form 20-F for 1997. *
4.2 The 1993 Incentive Plan of Fuel-Tech N.V., as
amended through June 5, 1998, (the "Plan") and
1998 Form of Option Agreement, filed as Exhibit
to the Registrant's Annual Report on Form 20-F
for 1997. *
5.0 Opinion of counsel as to the legality of obligations
and securities offered under the Plan.
23.1 Consent of Ernst & Young LLP
23.2 Consent of counsel (included
in Exhibit 5.0 hereto).
24.0 Powers of Attorney in favor of Douglas G. Bailey,
Ralph E. Bailey, John A. de Havilland, Charles W. Grinnell,
Jeremy D. Peter-Hoblyn, John R. Selby, Scott M. Schecter,
Tarma Trust Management N.V. and James M. Valentine
(included on signature pages).
* Incorporated herein by reference.
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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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, Connecticut, on May 2, 2000.
FUEL-TECH N.V.
By /s/ Ralph E. Bailey
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Ralph E. Bailey Chairman and Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Ralph E. Bailey and Charles W. Grinnell, and each of them, as his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this registration
statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said attorney-in
fact and agent full power and authority to do and perform each act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she 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.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on May 2, 2000
in the capacities indicated.
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<CAPTION>
Signature Title
<S> <C>
/s/ Ralph E. Bailey Chairman, Chief Executive Officer
- ----------------------------- and Director (Principal Executive Officer)
Ralph E. Bailey
/s/ Scott M. Schecter Vice President, Treasurer and Chief Financial Officer
- ----------------------------- (Principal Financial and Accounting Officer)
Scott M. Schecter
/s/ Douglas G. Bailey Director
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Douglas G. Bailey
/s/ John A. de Havilland Director
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John A. de Havilland
/s/ C. W. Grinnell Vice President, General Counsel,
- ----------------------------- Corporate Secretary and Director
Charles W. Grinnell
/s/ J. D. Peter-Hoblyn Director
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Jeremy D. Peter-Hoblyn
/s/ John R. Selby Director
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John R. Selby
Tarma Trust Management N.V. Director
By: /s/ Robert J. Huyzen
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Robert J. Huyzen
Managing Director
/s/ James M. Valentine Director
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James M. Valentine
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Exhibit 5.0
May 2, 2000
Board of Directors
Fuel-Tech N.V.
Castorweg 22-24
Curacao Netherlands Antilles
Dear Sirs:
This opinion is rendered in connection with the registration on Form S-8 ("the
Registration Statement") of 1,600,000 shares of Common Stock (the "Shares") of
Fuel-Tech N.V. (the "Company") pursuant or subject to the 1993 Incentive Plan of
the Company as amended through June 5, 1998. In rendering this opinion I have
reviewed the Articles of Incorporation of the Company, as amended, and such
other documents as I deemed relevant in the circumstances.
In my opinion such of the Shares as are to be issued under stock option
agreements extant as of the date hereof have been duly authorized, and, when
approved by resolution of the Board of Directors of the Company and covered by
future stock option agreements, the remainder of the Shares shall have been duly
authorized. Further, in my opinion, when payment of the exercise price is made
to and certificates therefor are issued by the Transfer Agent and Registrar of
the Company, the Shares evidenced by such certificates shall be validly issued
and non-assessable.
I consent to the reference to this opinion in the Registration Statement and to
its inclusion as an exhibit to the Registration Statement.
Very truly yours,
/s/ C.W. Grinnell
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Charles W. Grinnell
Vice President, General Counsel
& Corporate Secretary
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to The 1993 Incentive Plan of Fuel-Tech N.V., as amended
through June 5, 1998, of our report dated March 1, 2000, with respect to the
consolidated financial statements of Fuel-Tech N.V. included in the Annual
Report on Form 10-K for the year ended December 31, 1999, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
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Chicago, Illinois
May 2, 2000
