SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. )*
HUDSON TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, $.01 PAR VALUE
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(Title of Class of Securities)
444144109
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(CUSIP Number)
Larry A. Kimmel
Robert Fleming, Inc.
320 Park Avenue, 11th Floor
New York, NY 10022
(212) 508-3610
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 22 Pages
<PAGE>
CUSIP No. 444144109 13D Page 2 of 22 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FLEMING US DISCOVERY FUND III, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,358,695 shares of Common Stock
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 378,147 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,358,695 shares of Common Stock
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
378,147 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,736,842 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 22 Pages
<PAGE>
CUSIP No. 444144109 13D Page 3 of 22 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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7 SOLE VOTING POWER
378,147 shares of Common Stock
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,358,695 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 378,147 shares of Common Stock
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,358,695 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,736,842 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 22 Pages
<PAGE>
CUSIP No. 444144109 13D Page 4 of 22 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FLEMING US DISCOVERY PARTNERS, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0 shares of Common Stock
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,736,842 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,736,842 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,736,842 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 22 Pages
<PAGE>
CUSIP No. 444144109 13D Page 5 of 22 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FLEMING US DISCOVERY, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,736,842 shares of Common Stock
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,736,842 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,736,842 shares of Common Stock
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,736,842 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,736,842 shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 22 Pages
<PAGE>
CUSIP No. 444144109 13D Page 6 of 22 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT FLEMING, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0 shares of Common Stock
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,736,842 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
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14 TYPE OF REPORTING PERSON*
IA, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 22 Pages
<PAGE>
CUSIP No. 444144109 13D Page 7 of 22 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT FLEMING HOLDINGS, LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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7 SOLE VOTING POWER
0 shares of Common Stock
--------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0 shares of Common Stock
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0 shares of Common Stock
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares of Common Stock
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,736,842 shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
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14 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 22 Pages
<PAGE>
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
================================================================================
Responses to each item below are incorporated by reference into each other
item, as applicable.
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to Common Stock, par value $0.01
per share ("Common Stock"), of Hudson Technologies, Inc., a New York corporation
("Issuer"). The address of the Issuer's principal executive offices is 275 North
Middletown Road, Pearl River, New York 10965.
Item 2. Identity and Background.
This statement is being filed pursuant to a Joint Filing Agreement
(attached as Exhibit 1 and incorporated herein by reference) by (i) Fleming US
Discovery Fund III, L.P. ("US Fund"), (ii) Fleming US Discovery Offshore Fund
III, L.P. ("Offshore Fund"), (iii) Fleming US Discovery Partners, L.P.,
("Fleming Partners"), the general partner of the US Fund and a general partner
of the Offshore Fund, (iv) Fleming US Discovery, LLC ("Discovery"), the general
partner of Fleming Partners, (v) Robert Fleming, Inc. ("RFI"), investment
adviser to the US Fund and the Offshore Fund (collectively, the "Funds"), and
(vi) Robert Fleming Holdings, Ltd. ("RFH"), the parent of RFI (sometimes
collectively referred to as the "Reporting Persons").
The information required by this Item for each of the Reporting Persons is
set forth in Appendix 1 hereto. The information required by this Item for each
officer, director, and partner and each controlling person, if any, of certain
Reporting Persons is set forth in Appendix 2 hereto.
The Offshore Fund has two general partners, Fleming Partners and Fleming
(Bermuda) Discovery III Limited ("Fleming Bermuda"). Fleming Bermuda is a
company organized in Bermuda. Its principal business and office address is c/o
Bank of Bermuda, Ltd., 6 Front St., Hamilton HM 11, Bermuda. Its principal
business is to serve as a general partner of the Offshore Fund.
During the last five years prior to the date of this filing, none of the
Reporting Persons or persons identified in Appendix 1 or Appendix 2 has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction ending in a judgment, decree or
Page 8 of 22 Pages
<PAGE>
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding a violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On March 30, 1999, the US Fund entered into the Stock Purchase Agreement,
dated as of March 30, 1999, between the Issuer and the US Fund (attached hereto
as Exhibit 4 and incorporated herein by reference), to purchase, for a total
purchase price of $5,601,900, 56,019 shares of Series A Convertible Preferred
Stock, $0.01 par value per share ("Series A Preferred Stock"), of the Issuer.
The Series A Preferred Stock is convertible into 2,358,695 shares of Common
Stock. The US Fund purchased the Series A Preferred Stock, which was acquired by
the US Fund on March 31, 1999, with its working capital. No part of the purchase
price was or will be represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
Common Stock.
On March 30, 1999, the Offshore Fund entered into the Stock Purchase
Agreement, dated as of March 30, 1999, between the Issuer and the Offshore Fund
(attached hereto as Exhibit 5 and incorporated herein by reference), to
purchase, for a total purchase price of $898,100, 8,981 shares of Series A
Preferred Stock, of the Issuer. The Series A Preferred Stock is convertible into
378,147 shares of Common Stock. The Offshore Fund purchased the Series A
Preferred Stock, which was acquired by the Offshore Fund on March 31, 1999, with
its working capital. No part of the purchase price was or will be represented by
funds or other consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the Common Stock.
Item 4. Purpose of Transaction.
a) The Series A Preferred Stock deemed to be beneficially owned by the Reporting
Persons were acquired for, and are being held for, investment purposes. The
Funds may dispose of or acquire securities of the Issuer, including Common
Stock, depending upon the position of the market, the Issuer and other factors.
Except as set forth above, none of the Reporting Persons nor, to the best
of their knowledge, any person listed in Appendix I hereto, has any plans or
proposals which relate to or would result in any other acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer.
b) None of the Reporting Persons nor, to the best of their knowledge, any person
listed in Appendix I hereto, has any plans or proposals which relate to or would
result in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries.
c) None of the Reporting Persons nor, to the best of their knowledge, any person
listed in Appendix I hereto, has any plans or proposals which relate to or would
result in a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries.
d) Pursuant to the Issuer's Certificate of Amendment of the Certificate of
Incorporation (attached hereto as Exhibit 6 and incorporated herein by
reference), so long as either (i) the
Page 9 of 22 Pages
<PAGE>
Funds, any Affiliate, officer or employee of an Affiliate or investment fund
managed by an Affiliate of the Funds to which the Funds may transfer record
and/or beneficial ownership of any shares of Series A Preferred Stock or any
shares of Common Stock obtained or obtainable upon conversion of any shares of
Series A Preferred Stock ("Fleming Holder") own at least 35% of the originally
issued shares of Series A Preferred Stock or (ii) certain transferees consented
to by the Issuer (which consent shall not be unreasonably withheld) own at least
35% of the originally issued shares of Series A Preferred Stock, the holders of
Series A Preferred Stock, consenting or voting (as the case may be) as a
separate class, shall be entitled, but not required, to elect up to two (2)
directors of the Issuer. So long as either (i) the Fleming Holders own at least
20%, but less than 35%, of the originally issued shares of Series A Preferred
Stock or (ii) certain transferees consented to by the Issuer (which consent
shall not be unreasonably withheld) own at least 20%, but less than 35%, of the
originally issued shares of Series A Preferred Stock, the holders of Series A
Preferred Stock, consenting or voting (as the case may be) as a separate class,
shall be entitled, but not required, to elect one (1) director of the Issuer.
Pursuant to the Stockholders' Agreement (attached hereto as Exhibit 7 and
incorporated herein by reference), so long as either (i) the Fleming Holders own
at least 35% of the originally issued shares of Series A Preferred Stock or
shares of Common Stock into which such Series A Preferred Stock is converted or
(ii) certain transferees consented to by the Issuer (which consent shall not be
unreasonably withheld) own at least 35% of the originally issued shares of
Series A Preferred Stock or shares of Common Stock into which such Series A
Preferred Stock is converted, the holders of such shares, consenting or voting
(as the case may be) as a separate class, shall be entitled, but not required,
to nominate up to two (2) individuals to be directors of the Issuer. So long as
either (i) the Fleming Holders own at least 20%, but less than 35%, of the
originally issued shares of Series A Preferred Stock or shares of Common Stock
into which such Series A Preferred Stock is converted or (ii) certain
transferees consented to by the Issuer (which consent shall not be unreasonably
withheld) own at least 25%, but less than 35%, of the originally issued shares
of Series A Preferred Stock or shares of Common Stock into which such Series A
Preferred Stock is converted, the holders of such shares, consenting or voting
(as the case may be) as a separate class, shall be entitled, but not required,
to nominate one (1) individual to be a director of the Issuer.
Except as set forth above, none of the Reporting Persons nor, to the best
of their knowledge, any person listed in Appendix I hereto, has any plans or
proposals which relate to or would result in any other changes in the board of
directors or management of the Issuer, or which relate to or would result in:
(e) any material change in the present capitalization or divided policy of the
Issuer; (f) any other material change in the Issuer's business or corporate
structure; (g) changes in the Issuer's charter, By-Laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or (j) any action similar to
any of those enumerated above.
The Reporting Persons retain the right to change their investment intent,
to propose one or more possible transactions to the Issuer's board, to acquire
additional shares of preferred stock or common stock from time to time or to
sell or otherwise dispose of all or part of the
Page 10 of 22 Pages
<PAGE>
Series A Preferred Stock beneficially owned by them (or any shares of Common
Stock into which such Series A Preferred Stock are converted) in any manner
permitted by law. In the event of a material change in the present plans or
intentions of the Reporting Persons, the Reporting Persons will amend this
Schedule 13D to reflect such change.
Item 5. Interest in Securities of the Issuer.
(a) On March 30, 1999, the US Fund purchased 56,019 shares of Series A Preferred
Stock ("US Fund Preferred Stock"). The US Fund Preferred Stock is currently
convertible into 2,358,695 shares of Common Stock ("US Fund Conversion Shares"),
subject to certain antidilution provisions.
On March 30, 1999, the Offshore Fund purchased 8,981 shares of Series A
Preferred Stock ("Offshore Fund Preferred Stock"). The Offshore Fund Preferred
Stock is currently convertible into 378,147 shares of Common Stock ("Offshore
Fund Conversion Shares"), subject to certain antidilution provisions.
Because of their relationship as affiliated entities, both Funds may be
deemed to beneficially own the US Fund Conversion Shares and the Offshore Fund
Conversion Shares. As the general partner of both Funds, Fleming Partners may be
deemed to beneficially own the US Fund Conversion Shares and the Offshore Fund
Conversion Shares. As the general partner of Fleming Partners, Discovery may be
deemed to beneficially own the US Fund Conversion Shares and the Offshore Fund
Conversion Shares. As investment adviser to the Funds, controlling member of
Discovery and the sole limited partner of Fleming Partners, RFI may be deemed to
beneficially own the US Fund Conversion Shares and the Offshore Fund Conversion
Shares. RFH is the indirect 80% owner of RFI. Thus, as the indirect parent of
RFI, RFH may be deemed to beneficially own the US Fund Conversion Shares and the
Offshore Fund Conversion Shares.
Pursuant to the Offshore Fund's Limited Partnership Agreement (attached
hereto as Exhibit 2 and incorporated herein by reference), Fleming Bermuda, one
of the Offshore Fund's general partners, is responsible for the Offshore Fund's
administrative, secretarial and related management activities. Fleming Bermuda
has no authority over or responsibility for the investment management of the
Offshore Fund.
As of March 30, 1999, each of the Funds, each of Fleming Partners,
Discovery, RFI and RFH may be deemed to have owned beneficially 35.0% of the
outstanding Common Stock, on an aggregated basis, which percentage is calculated
based upon (i) 5,085,820 shares of Common Stock reported outstanding by the
Issuer to the Reporting Persons as of March 3, 1999 and (ii) the number of
shares of Common Stock (2,736,842) issuable upon conversion of the US Fund
Preferred Stock and Offshore Fund Preferred Stock.
The percentage is calculated by dividing 2,736,842 by 7,822,662 (which is
the sum of 2,736,842 and 5,085,820).
Pursuant to the Issuer's Certificate of Amendment of the Certificate of
Incorporation, filed with the Secretary of State of New York on March 30, 1999
(attached hereto as Exhibit 6
Page 11 of 22 Pages
<PAGE>
and incorporated herein by reference), the US Fund and the Offshore Fund have
constituted Kevin J. Zugibe and Stephen P. Mandracchia as their proxies to vote
all shares held by the US Fund and the Offshore Fund as shall exceed 29% of the
votes entitled to be cast by all stockholders of the Issuer.
(b) The information required by this paragraph is reflected on Lines 7-10 of
each Reporting Person's cover page, incorporated herein by reference. The
information required by Items 2 of this Schedule for Fleming US Discovery
Investment Trust and Fleming US Discovery Fund is set forth in Appendix 1 and
Appendix 2 hereto.
(c) None of the Reporting Persons has effected any transactions in the Common
Stock during the last 60 days.
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, the shares of
Common Stock beneficially owned by any of the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer.
The Funds acquired their respective shares of Series A Preferred Stock
pursuant to the Stock Purchase Agreements, dated as of March 30, 1999, and
executed by the Funds and the Issuer.
A Stockholders' Agreement, dated as of March 30, 1999 (attached hereto as
Exhibit 7 and incorporated herein by reference), was entered into by the Issuer,
Kevin J. Zugibe ("KJZ"), Thomas P. Zugibe ("TPZ"), Stephen P. Mandracchia
("Mandracchia," and collectively with KJZ and TPZ, "Management") and each of the
Funds. The Stockholders' Agreement provides that in the event any member of
Management proposes to transfer his shares ("Transferor Shares") to any Person
("Buyer"), as a condition to such transfer, such member of Management shall
cause the Buyer to offer to purchase from each Fleming Holder or certain
transferees up to that number of Series A Preferred Stock and Common Stock owned
by each such holder ("Investor Shares") representing the same percentage of all
Investor Shares owned by it as the Transferor Shares are of all such shares
owned by Management, subject to certain exceptions. These "Tag-Along" rights are
more fully set forth in Section 1 of the Stockholders' Agreement.
Pursuant to the Registration Rights Agreement, dated March 2, 1999
(attached hereto as Exhibit 8 and incorporated herein by reference), the Issuer
has granted to the Fleming Holders and their permitted transferees certain
demand and "piggyback" registration rights with respect to the shares of Common
Stock (including Common Stock issuable upon the conversion of Series A Preferred
Stock) held by such stockholders.
Pursuant to the Issuer's Certificate of Amendment of the Certificate of
Incorporation, filed with the Secretary of State of New York on March 30, 1999
(attached hereto as Exhibit 6
Page 12 of 22 Pages
<PAGE>
and incorporated herein by reference), the Fleming Holders currently are
entitled to one vote per share of Common Stock into which each share of Series A
Preferred Stock is convertible. The Fleming Holders are entitled to receive
dividends at a rate equal to (x) until the fifth anniversary of the date of
original issuance of the Series A Preferred Stock by the Issuer (the "Issue
Date"), 7.00% of the Preferred Liquidation Value (as defined in such Certificate
of Amendment) and (y) on and after the fifth anniversary of the Issue Date,
16.00% of the Preferred Liquidation Value. In addition, under such Certificate
of Amendment, the Fleming Holders are entitled to elect certain members of the
Issuer's Board of Directors, as more fully set forth in Item 5 herein and
Section 4(c) of such Certificate of Amendment.
In the Limited Partnership Agreements of the US Fund and the Offshore
Fund, each dated as of September 27, 1996 (attached hereto as Exhibits 3 and 2,
and incorporated herein by reference), the Funds and their respective limited
partners agreed that (i) all investment opportunities would be apportioned
between the Funds in proportion to the relative amounts of capital committed to
each Fund and (ii) the Funds would sell or otherwise dispose of their
investments at substantially the same time, on substantially the same terms, in
amounts proportionate to the relative size of their investments.
The foregoing response to this Item 6 is qualified in its entirety by
reference to the Stock Purchase Agreements, the Stockholders' Agreement, the
Certificate of Amendment of the Certificate of Incorporation and the
Registration Rights Agreement.
Except as set forth in this Item 6 and Items 3, 4 and 5 of this statement,
there are no contracts, arrangements, understandings or relationships among the
persons named in Item 2 or between such persons and any other person with
respect to any securities of the Issuer.
Page 13 of 22 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement.
Exhibit 2 - Limited Partnership Agreement of Fleming Discovery
Offshore Fund III, L.P. (incorporated by reference to
Exhibit 3 to the Schedule 13D of Robert Fleming, Inc.
with respect to the securities of Anicom, Inc. filed on
July 29, 1997).
Exhibit 3 - Limited Partnership Agreement of Fleming US Discovery
Fund III, L.P. (incorporated by reference to Exhibit 6
to the Schedule 13D of Robert Fleming, Inc. with respect
to the securities of Anicom, Inc. filed on July 29,
1997).
Exhibit 4 - Stock Purchase Agreement, dated as of March 30, 1999,
between Hudson Technologies, Inc. and Fleming US
Discovery Fund III, L.P. (incorporated by reference to
Exhibit 10.21 to Form 10-KSB filed by the Issuer on
April 1, 1999, under SEC File No. 033-80270-NY).
Exhibit 5 - Stock Purchase Agreement, dated as of March 30, 1999,
between Hudson Technologies, Inc. and Fleming US
Discovery Offshore Fund III, L.P. (incorporated by
reference to Exhibit 10.21 to Form 10-KSB filed by the
Issuer on April 1, 1999, under SEC File No.
033-80270-NY).
Exhibit 6 - Certificate of Amendment of the Certificate of
Incorporation of Hudson Technologies, Inc. filed with
the Secretary of State of New York on March 30, 1999
(incorporated by reference to Exhibit 10.21 to Form
10-KSB filed by the Issuer on April 1, 1999, under SEC
File No. 033-80270-NY).
Exhibit 7 - Stockholders' Agreement, dated as of March 30, 1999,
among Hudson Technologies, Inc., Kevin J. Zugibe, Thomas
P. Zugibe, Stephen P. Mandracchia, Fleming US Discovery
Fund III, L.P. and Fleming US Discovery Offshore Fund
III, L.P. (incorporated by reference to Exhibit 10.21 to
Form 10-KSB filed by the Issuer on April 1, 1999, under
SEC File No. 033-80270-NY).
Exhibit 8 - Registration Rights Agreement, dated as of March 30,
1999, among Hudson Technologies, Inc., Fleming US
Discovery Fund III, L.P. and Fleming US Discovery
Offshore Fund III, L.P. (incorporated by reference to
Exhibit 10.21 to Form 10-KSB filed by the Issuer on
April 1, 1999, under SEC File No. 033-80270-NY).
Appendix 1- Address, Organization and Principal Business of Each
Reporting Person Required by Item 2
Appendix 2- Information About Each Reporting Person Required by Item
2
Page 14 of 22 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 9, 1999
FLEMING US DISCOVERY FUND III, L.P.
By: Fleming US Discovery Partners, L.P., its
general partner
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
-----------------------------------
Robert L. Burr, Director
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
By: Fleming US Discovery Partners, L.P., its
general partner
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
-----------------------------------
Robert L. Burr, Director
FLEMING US DISCOVERY PARTNERS, L.P.
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
-----------------------------------
Robert L. Burr, Director
FLEMING US DISCOVERY, LLC
By: /s/ Robert L. Burr
-----------------------------------
Robert L. Burr, Director
ROBERT FLEMING, INC.
By: /s/ Robert L. Burr
-----------------------------------
Robert L. Burr, Director
ROBERT FLEMING HOLDINGS, LTD.
By: /s/ Arthur A. Levy
-----------------------------------
Arthur A. Levy, Director
Page 15 of 22 Pages
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to and in accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, the undersigned hereby agree to jointly file the Schedule
13D dated April 9, 1999 and any amendments thereto with respect to the
beneficial ownership by each of the undersigned of shares of common stock of
Hudson Technologies, Inc. Such joint filings may be executed by one or more of
us on behalf of each of the undersigned.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Executed this 9th day of April, 1999.
FLEMING US DISCOVERY FUND III, L.P.
By: Fleming US Discovery Partners, L.P., its
general partner
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
-----------------------------------
Robert L. Burr, Director
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
By: Fleming US Discovery Partners, L.P., its
general partner
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
-----------------------------------
Robert L. Burr, Director
FLEMING US DISCOVERY PARTNERS, L.P.
By: Fleming US Discovery, LLC, its
general partner
By: /s/ Robert L. Burr
-----------------------------------
Robert L. Burr, Director
FLEMING US DISCOVERY, LLC
By: /s/ Robert L. Burr
-----------------------------------
Robert L. Burr, Director
Page 16 of 22 Pages
<PAGE>
Exhibit 1
ROBERT FLEMING, INC.
By: /s/ Arthur A. Levy
-----------------------------------
Arthur A. Levy, Director
ROBERT FLEMING HOLDINGS, LTD.
By: /s/ Arthur A. Levy
-----------------------------------
Arthur A. Levy, Director
Page 17 of 22 Pages
<PAGE>
APPENDIX 1
ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON
REQUIRED BY ITEM 2 AND OTHER PERSONS REQUIRED BY ITEM 5
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS PLACE OF
REPORTING PERSON AND OFFICE ADDRESS ORGANIZATION PRINCIPAL BUSINESS
<S> <C> <C> <C>
Fleming US Discovery Fund 320 Park Avenue, 11th Delaware limited partnership to invest in securities with a
III, L.P. Floor view to long-term capital
("US Fund") New York, NY 10022 appreciation
Fleming US Discovery c/o Bank of Bermuda, Ltd, Bermuda limited partnership to invest in securities with a
Offshore Fund III, L.P. 6 Front St view to long-term capital
("Offshore Fund," with US Hamilton HM 11 Bermuda appreciation
Fund the "Funds")
Fleming US Discovery 320 Park Avenue, Delaware limited partnership to act as the general partner
Partners, L.P. 11th Floor of the Funds
("Fleming Partners") New York, NY 10022
Fleming US Discovery, LLC 320 Park Avenue, Delaware limited liability to act as the sole general
11th Floor company partner of Fleming Partners
New York, NY 10022
Robert Fleming, Inc. 320 Park Avenue, Delaware corporation a registered investment
11th Floor adviser and broker-dealer
New York, NY 10022
Robert Fleming Holdings, 25 Copthall Avenue United Kingdom company to provide international
Ltd. London EC2B 7PQ, investment banking, asset
England management and securities
brokerage services to its
clients
OTHER
Fleming US Discovery 25 Copthall Avenue
Investment Trust London EC2B 7PQ,
England
Fleming US Discovery 320 Park Avenue,
Fund 11th Floor
New York, NY 10022
</TABLE>
Page 18 of 22 Pages
<PAGE>
Appendix 2
INFORMATION ABOUT REPORTING PERSONS
REQUIRED BY ITEM 2
MANAGERS AND COMMITTEES OF FLEMING US DISCOVERY, LLC
MANAGERS
Robert Fleming, Inc.
Robert L. Burr
Christopher M.V. Jones*
Eytan M. Shapiro*
Timothy R.V. Parton*
EXECUTIVE COMMITTEE
Arthur A. Levy
Iain O.S. Saunders
Jonathan K.L. Simon
Robert L. Burr
Christopher M.V. Jones
INVESTMENT COMMITTEE
Robert L. Burr
Christopher M.V. Jones
Eytan M. Shapiro
Timothy R.V. Parton
* Eytan M. Shapiro, Christopher M.V. Jones and Timothy R.V. Parton are United
Kingdom citizens. Robert L. Burr is a United States citizen. Their business
address is 320 Park Avenue, 11th Floor, New York, New York 10022. The
citizenship and business address, for each of the remaining persons listed above
is contained in "Executive Officers and Directors of Robert Fleming, Inc."
Page 19 of 22 Pages
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS OF ROBERT FLEMING, INC.
Name: Lord Robin Renwick
Citizenship: United Kingdom
Business Address: Robert Fleming & Co.
25 Copthall Avenue
London EC2R-7DR, England
Title: Chairman of the Board
Name: Arthur A. Levy
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: President, Vice Chairman and Director
Name: Christopher M.V. Jones
Citizenship: United Kingdom
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director
Name: Larry A. Kimmel
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Vice President and Director of Compliance
Name: Iain O.S. Saunders
Citizenship: United Kingdom
Business Address: Robert Fleming & Co.
25 Copthall Avenue
London EC2R-7DR, England
Title: Director
Name: Jonathan K.L. Simon
Citizenship: United Kingdom
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director
Page 20 of 22 Pages
<PAGE>
Name: Andrea M. Whitmore
Citizenship: United Kingdom
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Chief Financial Officer and Vice President
Name: Mark Mattheys
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director and Chief Operating Officer
Name: Charlie Bridge
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director
Name: Eduardo Canet
Citizenship: United States
Business Address: Robert Fleming, Inc.
320 Park Avenue
New York, NY 10022
Title: Director
Page 21 of 22 Pages
<PAGE>
OFFICERS AND DIRECTORS OF ROBERT FLEMING HOLDINGS, LTD.
BOARD OF DIRECTORS* CITIZENSHIP
John Manser CBE United Kingdom
Chairman
William Garrett United Kingdom
Group Chief Executive
Phillip Wichelow United Kingdom
Iain O.S. Saunders United Kingdom
John Emly United Kingdom
Paul Bateman United Kingdom
Tom Hughes-Hallett United Kingdom
Michael Baines United Kingdom
David Boardman United Kingdom
Robin Fleming United Kingdom
Ken Inglis United Kingdom
Arthur A. Levy United States
Bernard Taylor United Kingdom
Sir Robin Renwick KCMG United Kingdom
John Archibald United Kingdom
Peter Barton United Kingdom
Ian Hannam United Kingdom
*With the exception of Arthur A. Levy, the business address for each of the
above persons is 25 Copthall Avenue, London EC2R-77DR, England. The titles below
the first two names refer to officer titles.
Page 22 of 22 Pages
