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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) : January 29, 1997
HUDSON TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
New York 1-13412 13-3641530
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
25 Torne Valley Road, Hillburn, New York 10931
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 368-4990
_____________________________________________________________
Former name or former address, if changed since last report
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Item 5. Other Events.
On January 29, 1997, Hudson Technologies, Inc. (the "Company") entered
into a Stock Purchase Agreement with E.I. Du Pont de Nemours and Company ("Du
Pont") and Du Pont Chemical and Energy Operations, Inc. ("DCEO") pursuant to
which the Company issued to DCEO 500,000 shares of Common Stock in consideration
of $3,500,000 in cash. Simultaneously with the execution of the Stock Purchase
Agreement, the parties entered into a Standstill Agreement, Shareholders'
Agreement and Registration Agreement.
The Standstill Agreement provides, subject to certain exceptions, that
neither Du Pont nor any corporation or entity controlled by Du Pont will,
directly or indirectly, acquire any shares of any class of capital stock of the
Company if the effect of such acquisition would be to increase Du Pont's
aggregate voting power to greater than 20% of the total combined voting power
relating to any election of directors. The Standstill Agreement also provides
that the Company will cause two persons designated by DCEO and Du Pont to be
elected to the Company's Board of Directors. The Shareholders' Agreement
provides that, subject to certain exceptions, Du Pont shall have a right of
first refusal to purchase any shares of Common Stock intended to be sold by the
Company's principal shareholders. Pursuant to the Registration Agreement, the
Company granted to Du Pont certain demand and "piggy-back" registration rights.
The Company also entered into an Industrial Property Management Segment
Marketer Appointment and Agreement and Refrigeration Reclamation Services
Agreement with Du Pont, pursuant to which the Company will provide recovery,
reclamation, separation, packaging and testing services directly to Du Pont for
marketing through Du Pont's Authorized Distributor Network and market Du Pont
refrigerant products to selected market segments together with the Company's
reclamation and refrigerant management services.
Item 7. Exhibits.
1. Stock Purchase Agreement, dated January 29, 1997, among Du
Pont, DCEO and the Company.
2. Shareholders' Agreement, dated January 29, 1997, among Du
Pont, DCEO, the Company and the Stockholders' Group.
3. Standstill Agreement, dated January 29, 1997, among Du Pont,
DCEO and the Company.
4. Registration Agreement, dated January 29, 1997, among Du
Pont, DCEO and the Company.
5. Press Release dated January 29, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HUDSON TECHNOLOGIES, INC.
By: /s/ Kevin J. Zugibe
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Kevin J. Zugibe,
President
Date: February 7, 1997
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STOCK PURCHASE AGREEMENT
between
E. I. DU PONT DE NEMOURS AND COMPANY,
DU PONT CHEMICAL AND ENERGY OPERATIONS, INC.
and
HUDSON TECHNOLOGIES, INC.
Dated January 29, 1997
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INDEX
Page
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Article I DEFINITIONS.............................................. 2
Article II PURCHASE OF SHARES....................................... 3
Article III CLOSING.................................................. 3
Article IV REPRESENTATIONS AND WARRANTIES OF
THE COMPANY.............................................. 4
4.1 Organization and Corporate Power......................... 4
4.2 Authorization............................................ 5
4.3 Capitalization........................................... 5
4.4 Financial Statements..................................... 7
4.5 Absence of Undisclosed Liabilities....................... 7
4.6 Absence of Certain Developments.......................... 7
4.7 Title to Properties...................................... 8
4.8 Tax Matters.............................................. 8
4.9 Contracts and Commitments................................ 8
4.10 Proprietary Rights....................................... 10
4.11 Effect of Transactions................................... 11
4.12 Litigation............................................... 12
4.13 State Securities Laws.................................... 12
4.14 Information Supplied to DUPONT and DCEO.................. 12
4.15 Brokerage................................................ 13
4.16 Definition of Best Knowledge............................. 13
Article V CONDITIONS OF PURCHASE .................................. 13
Article VI COVENANTS OF THE COMPANY................................. 14
6.1 Use of Proceeds.......................................... 14
6.2 Registration Rights...................................... 15
6.3 Exchange, Transfer and Replacement of Share Certificates. 15
Article VII REPRESENTATIONS OF DUPONT AND DCEO....................... 15
7.1 Execution of the Agreement............................... 15
7.2 Effect of Transactions................................... 16
7.3 Securities Act........................................... 16
7.4 No Registration.......................................... 17
7.5 Securities............................................... 18
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Article VIII GENERAL ................................................. 18
8.1 Amendments, Waivers and Consents......................... 18
8.2 Survival of Covenants; Assignability of Rights........... 19
8.3 Governing Law............................................ 20
8.4 Section Headings......................................... 20
8.5 Publicity................................................ 20
8.6 Counterparts............................................. 21
8.7 Notices.................................................. 21
8.8 Severability............................................. 22
8.9 Expenses................................................. 22
8.10 Entire Agreement......................................... 22
8.11 Specific Enforcement; Injunctive Relief.................. 23
Exhibit A Form of Shareholders' Agreement
Exhibit B Form of Standstill Agreement
Exhibit C Form of Registration Agreement
Schedules
Schedule 4.1
Schedule 4.3
Schedule 4.5
Schedule 4.6
Schedule 4.8
Schedule 4.9
Schedule 4.10
Schedule 4.12
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STOCK PURCHASE AGREEMENT
This Investment Agreement is made and entered into as of
January 29, 1997, between E. I. DUPONT DE NEMOURS AND COMPANY ("DUPONT"), DU
PONT CHEMICAL AND ENERGY OPERATIONS, INC. ("DCEO"), a Delaware corporation and a
wholly owned subsidiary of DUPONT, and "HUDSON TECHNOLOGIES, INC.", a New York
corporation ("HTI" or "the Company").
W I T N E S S E T H:
WHEREAS, DUPONT, DCEO and HTI are, simultaneously with the
execution of this Stock Purchase Agreement, entering into a certain Registration
Agreement and a Standstill Agreement (collectively, the above agreements are
hereafter referred to as the "Agreements"), all of which collectively provide
for a constructive and mutually beneficial relationship between DUPONT, DCEO and
HTI; and
WHEREAS, HTI desires to obtain Three Million Five Hundred
Thousand Dollars ($3,500,000.00) of additional capital by selling to DCEO Five
Hundred Thousand (500,000) unregistered shares of its common stock, par value
$0.01 per share and DCEO desires to acquire the same, all subject to the terms
and conditions of this Stock Purchase Agreement; and
WHEREAS, certain HTI stockholders, DCEO and DUPONT are,
simultaneously, with the execution of the Agreements, entering into a
Shareholders' Agreement dated as of January 29, 1997, among DCEO, DUPONT and the
persons named in Attachment A thereto relative to their voting for DCEO's
nominee to the HTI Board of
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Directors and to their future sales of shares of Common Stock of HTI
(hereinafter referred to as the "Shareholders' Agreement").
NOW, THEREFORE, in consideration of the respective agreements
herein contained and subject to the terms and conditions set forth herein, the
parties agree as follows:
ARTICLE I - DEFINITIONS
The terms set forth below are defined by the section or
article in which they are used in this Agreement and are applicable also to the
other Agreements referred to herein, as appropriate.
"Affiliate" 8.2(b)
"Base Balance Sheet" 4.4
"Best knowledge of HTI" 4.17
"Closing" 3.1
"Closing Date" 2.2
"Designated Persons" 4.10(e)
"Governmental Authority" 4.1
"Intellectual Property Rights" 4.10(d)
"Key Employees" 4.12
"Licenses" 4.1(b)
"Securities" 7.5
"Shareholders' Agreement" 5.1(e)
"Shares" 2.1
"Standstill Agreement" 5.1(f)
Day" shall mean any day (other than a Saturday or Sunday) on
which banks are generally open for business in the City of New York.
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ARTICLE II - PURCHASE OF SHARES
2.1 Shares Subject to Purchase. In consideration of the issuance to
DCEO of Five Hundred Thousand (500,000) shares of unregistered HTI Common Stock
("Shares"), DCEO shall pay to HTI Three Million Five Hundred Thousand Dollars
($3,500,000.00). The above payment shall be made by wiring the funds to an
account designated in writing by HTI.
ARTICLE III -CLOSING
3.1 Closing. Subject to the terms and conditions of this Agreement, the
closing (the "Closing") of the sale and purchase of the Shares is taking place
upon the execution of this Agreement.
(a) HTI is delivering to DCEO and DUPONT (i) a duly executed
copy of this Agreement; (ii) the Shares; (iii) a duly executed copy of the
Standstill Agreement; (iv) a duly executed copy of the Registration Agreement;
(v) a duly executed copy of the Shareholders' Agreement; (vi) duly executed
copies of the Segment Marketing Agreement and the Reclamation Services
Agreement; (vii) an opinion of counsel to HTI; and (viii) the Certificate of
Incorporation, Bylaws, and resolutions of the Board of Directors of HTI
authorizing the execution, delivery and performance of this Agreement, and each
of the other documents being executed and delivered by HTI in connection
herewith, certified by the secretary of HTI.
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(b) DUPONT and DCEO are delivering to HTI (i) the purchase
price (via wire transfer); (ii) a duly executed copy of this Agreement; (iii) a
duly executed copy of the Standstill Agreement; (iv) a duly executed copy of the
Registration Agreement; (v) a duly executed copy of the Shareholders' Agreement;
(vi) a duly executed copy of the Segment Marketing Agreement and the Reclamation
Services Agreement; (vii) an opinion of counsel to DUPONT and DCEO; (viii) a
Secretary's Certificate certifying the due authorization of the execution,
delivery and performance of this Agreement and each of the other documents being
executed and delivered by DCEO in connection herewith; and (ix) a Secretary's
Certificate certifying the due authorization, delivery and performance of this
Agreement and each of the other documents being executed and delivered by DUPONT
in connection herewith.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE COMPANY
In order to induce DUPONT and DCEO to enter into this
Agreement, the Company represents and warrants as follows:
4.1 Organization and Corporate Power. (a) The Company is a corporation
duly organized, validly existing and in good standing under the laws of New
York, and is qualified to do business as a foreign corporation in each
jurisdiction in which such qualification is required, except where the failure
to do so qualify would not have a material adverse effect on the Company
("Material Adverse Effect"). The Company has all required
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corporate power and authority to own its property, to carry on its business as
presently conducted, to enter into and perform this Agreement and to carry out
the transactions contemplated hereby. The copies of the Certificate of
Incorporation and Bylaws of the Company, as amended to date, which have been
furnished to counsel for DUPONT and DCEO by the Company, are correct and
complete at the date hereof. The minute books of the Company are true and
complete. No consent, approval, order, license, permit or authorization of, or
registration, declaration or filing with, any governmental authority or any
other person is required to be obtained or made by or with respect to the
Company in connection with the Agreements or the consummation of the
transactions contemplated thereby , except where the failure to obtain or make
would not have a Material Adverse Effect on the Company.
(b) Except as provided in Schedule 4.1, the Company and its
properties, assets, operations and business are in compliance in all material
respects with all applicable statutes, laws, ordinances, rules and regulations
of any court, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign, of competent jurisdiction
("Governmental Authority") and any filing requirements relating thereto,
including laws and regulations relating to environmental requirements (such as
requirements in respect of air, water and noise pollution). The Company has
obtained all permits, licenses and other authorizations
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("Licenses") which are required with respect to the operation of its business
and the ownership of its assets under federal, state, local and foreign laws,
including laws relating to pollution or protection of the environment, except
when the failure to obtain would not have a Material Adverse Effect on the
Company, and the Company is in compliance in all material respects with all
terms and conditions of such permits, licenses and authorizations.
4.2 Authorization. The Agreements and all documents and instruments
executed pursuant hereto, are valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws applicable to creditors'
rights and remedies and to the exercise of judicial discretion in accordance
with general principles of equity. The execution, delivery and performance of
the Agreements and the issuance of the Shares have been duly authorized by all
necessary corporate action of the Company.
4.3 Capitalization. (a) The authorized and issued capital stock of the
Company are as set forth in Schedule 4.3. All of the presently outstanding
shares of capital stock of the Company have been duly and validly authorized and
issued and are fully paid and non-assessable. The Shares, when and if issued and
delivered as provided for herein, will be duly authorized, validly issued, fully
paid and nonassessable and free and clear of all liens and encumbrances.
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(b) Except as provided above or in said Schedule 4.3, the
Company has not issued any other shares of its capital stock and there are no
outstanding warrants, options or other rights to purchase or acquire any of such
shares, nor any outstanding securities convertible into such shares or
outstanding warrants, options or other rights to acquire any such convertible
securities. There are no preemptive rights with respect to the issuance or sale
by the Company of the Company's capital stock. Except as disclosed in Schedule
4.3, there are no restrictions on the transfer of the Shares or the Common Stock
held by the Stockholders Group (as defined in the Shareholders' Agreement) other
than those arising from federal and state securities laws or under this
Agreement or the Shareholders' Agreement. The only subsidiaries of the Company
are those set forth in Schedule 4.3, and the Company does not have any other
investments in any other corporation, trust, partnership or business entity and
is not a party to any joint venture.
(c) Other than as provided in Schedule 4.3, there are no
outstanding rights (other than those of which have been satisfied) which permit
the holder thereof to cause the Company to file a registration statement under
the Securities Act or which permit the holder thereof to include securities of
the Company in a registration statement filed by the Company under the
Securities Act, and there are no outstanding agreements or other commitments
which otherwise relate to the registration of any securities of the Company
under the Securities Act. All
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securities of the Company heretofore issued and sold by the Company were issued
and sold in compliance with all applicable Federal and state securities laws.
Assuming that the representations and warranties of DUPONT and DCEO set forth in
Article VII are true and correct, the offering, issuance and sale of the Shares
will be exempt from the registration requirements of the Securities Act.
4.4 Financial Statements. HTI has provided to DCEO its 1995 Annual
Report on Form 10-K, its quarterly report on Form 10-Q for the nine month period
ended September 30, 1996, including an income statement and balance sheet for
the nine month period ended September 30, 1996 (the "Base Balance Sheet"), and
such financial statements (including the notes thereto, if any contained in such
reports) (i) are in accordance with the books and records of HTI; (ii) present
fairly the financial position and results of operations of HTI as of the dates
and for the periods indicated; and (iii) have been prepared in accordance with
generally accepted accounting principles applied on a consistent basis (except
as indicated therein).
4.5 Absence of Undisclosed Liabilities. Except as otherwise
specifically disclosed in Schedule 4.5, the Company does not have any material
accrued or contingent liability or liabilities arising out of any transaction or
state of facts existing prior to the date hereof (whether such liability is
accrued, to become due, contingent, or otherwise) other than liabilities
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incurred since said balance sheet in the ordinary course of business or in
connection with this Agreement.
4.6 Absence of Certain Developments. Except as specifically disclosed
in Schedule 4.6, since the date of the Base Balance Sheet, there has been (i) no
material adverse change in the financial condition of the Company or in the
assets, liabilities, properties or business of the Company, (ii) no declaration,
setting aside or payment of any dividend or other distribution with respect to,
or any direct or indirect redemption or acquisition of, any of the capital stock
of the Company, (iii) no waiver of any material valuable right of the Company or
the cancellation of any debt or claim held by the Company, (iv) no loan by the
Company to any officer, director, employee or stockholder of the Company, or any
agreement or commitment therefor in excess of $15,000, (v) no increase, direct
or indirect, in the compensation paid or payable to any officer, director,
employee or agent of the Company which increase is in excess of an annual rate
of $50,000, (vi) no material loss, destruction or damage to any property of the
Company, whether or not insured, (vii) no material labor trouble involving the
Company and no material change in the personnel of the Company or the terms and
conditions of their employment, (viii) no acquisition or disposition of any
assets (or any contract or arrangement therefor) nor any other transaction by
the Company otherwise than for fair value in the ordinary course of business;
and (ix) no change in the accounting methods, practices or
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policies followed by the Company or in the depreciation or amortization policies
or rates theretofore adopted.
4.7 Title to Properties. The Company has good and marketable title to
all of its properties and assets, subject to existing encumbrances.
4.8 Tax Matters. Except as set forth in Schedule 4.8, all federal,
state, county and local taxes due and payable by the Company have been paid.
There are no taxes due to any foreign jurisdictions. The provisions for taxes on
the Base Balance Sheet are sufficient for the payment of all accrued and unpaid
federal, state, county and local taxes of the Company, whether or not assessed
or disputed as of the date of the Base Balance Sheet. There exist no unpaid
assessments nor any basis for the assessment of additional federal income taxes
on the Company for any fiscal period. All federal, state, county or local income
tax returns of the Company have either been filed, or valid unexpired extensions
to the due dates have been obtained. The income tax returns of HTI have never
been audited by any federal, state, local or foreign authorities. HTI has not
waived any statute of limitations with respect to taxes and have not agreed to
any extension of time with respect to any tax assessment or deficiency.
4.9 Contracts and Commitments. (a) Except as disclosed in Schedule 4.9,
the Company is not a party to any contract, obligation or commitment which
involves a potential commitment by
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HTI in excess of $500,000 or which is otherwise material and not entered into in
the ordinary course of business and is not obligated under any contract or
agreement or subject to any charter restriction which presently materially
adversely affects"" its business, properties, assets, prospects or financial
condition. The Company is not in default under any contract, obligation or
commitment the consequences of which default would have a Material Adverse
Effect on the Company. All agreements terminable by a third party in the event
the Company enters into this Agreement have been brought to DUPONT's attention.
(b) Except as set forth in Schedule 4.9, HTI is not a party to
any material written or oral
(a) contract with any labor union;
(b) contract for the future purchase of fixed assets
or for the future purchase of materials, supplies or equipment in
excess of normal operating requirements;
(c) contract for the employment of any officer or
director on a full-time basis or any contract with any person on a
consulting basis;
(d) bonus, pension, profit-sharing, retirement, stock
purchase, stock option, or similar plan;
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(e) agreement or indenture relating to the borrowing
of money or to the mortgaging, pledging or placement of a lien on any
assets of HTI;
(f) guaranty of any obligation for borrowed money or
otherwise;
(g) lease or agreement under which HTI is lessee of
or holds or operates any property, real or personal, owned by any other
party;
(h) lease or agreement under which HTI is lessor of
or permits any third party to hold or operate any property, real or
personal, owned or controlled by HTI;
(i) agreement or other commitment under which HTI is
obligated to pay any broker's fees, finder's fees or any such similar
fees, to any third party in excess of $75,000 during the year ended
December 31, 1996;
(k) contract, agreement or commitment under which HTI
has issued, or may become obligated to issue, any shares of capital
stock of HTI, or any warrants, options, convertible securities or other
commitments pursuant to which HTI is or may become obligated to issue
any shares of its capital stock; or any other contract, agreement,
arrangement or understanding which is material to the business of HTI.
HTI has furnished to DUPONT true and
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correct copies of all such agreements and other documents requested by
DUPONT or its authorized representatives.
4.10 Proprietary Rights. (a) HTI owns, possesses, has the exclusive or
nonexclusive right, as the case may be, to use, or where useful or necessary,
has made timely and proper application for, all Intellectual Property Rights (as
defined in subsection (d) of this Section 4.10) useful, necessary or required
for the conduct of its business as presently conducted, and HTI has no reason to
believe, and does not believe, that it will be unable to obtain on reasonable
terms all Intellectual Property Rights useful, necessary or required for the
conduct of its business.
(b) Except as set forth in Schedule 4.10, no royalties,
honorariums or fees are payable by HTI to other persons by reason of the
ownership or use of said Intellectual Property Rights.
(c) There is no pending or, to the best knowledge of HTI,
threatened claim or litigation against HTI nor, to the best knowledge of HTI,
does there exist any basis therefor, contesting the validity or right to use of
any of the foregoing, nor has HTI received any notice that any of said
Intellectual Property Rights or the operation of HTI's business conflicts, or
will conflict, with the asserted rights of others, nor, to the best knowledge of
HTI, does there exist any basis for any such conflict. As used herein, the term
"Intellectual Property Rights" means all industrial and intellectual property
rights, including, without
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limitation, patents, patent applications, trademarks, trade names, fictitious or
assumed names, service marks, copyrights, computer programs and other computer
software, certificates of public convenience and necessity, franchises,
licenses, trade secrets, proprietary processes and formulae.
(d) To the best knowledge of HTI, no valid claim may be
asserted by any third party against HTI, with respect to (i) the continued
employment by, or association with, HTI of any of the present officers or
employees of or consultants to (said directors, officers, employees and/or
consultants being hereinafter collectively referred to as the "Designated
Persons") or (ii) the use, in connection with any business presently conducted
by HTI, by any of the Designated Persons of any information which HTI or any of
the Designated Persons would be prohibited from using, in each case under any
prior agreements, arrangements or other preexisting set of facts, including,
without limitation, any such agreement or arrangement between any of the
Designated Persons and any former employer of any of the Designated Persons (as
the case may be), or any legal or equitable considerations applicable to, among
other things, unfair competition, trade secrets or proprietary information.
4.11 Effect of Transactions. The execution, delivery and performance by
the Company of this Agreement, the Shareholders' Agreement in the form set forth
in Exhibit A, the Standstill Agreement in the form set forth in Exhibit B, and
the Registration Agreement in the form set forth in Exhibit C will
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not conflict with or result in any default under any material contract,
obligation or commitment of the Company, or any charter provision, bylaw or
corporate restriction of the Company, or the creation of any lien, charge or
encumbrance of any material nature upon any of the properties or assets of the
Company, except pursuant to this Agreement. The Company's execution and delivery
of this Agreement and its performance of the transactions contemplated hereby
will not violate any material instrument, agreement, judgment, decree, order,
statute, rule or regulation of any Governmental Authority applicable to the
Company.
4.12 Litigation. Except as disclosed in Schedule 4.12, there is no
material litigation or governmental proceeding or investigation pending or, to
the best knowledge of the Company, threatened against the Company, which,
individually or in the aggregate affects any of its properties or assets, or to
the best knowledge of the Company, against any of the Company's Officers
(collectively, the "Key Employees"), or which, individually or in the aggregate,
if decided adversely to the Company or such Key Employee, would invalidate, or
materially hinder the enforceability or performance of this Agreement or any
action taken or to be taken pursuant hereto.
4.13 State Securities Laws. The Company has complied and will comply in
all material respects with all applicable state "blue-sky" or securities laws in
connection with the issuance and
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sale of its Common Stock heretofore and upon the closing of this Agreement.
4.14 Information Supplied to DUPONT and DCEO. Neither this Agreement,
the Form 10-K of the year ended December 31, 1995, the Form 10-Q for the quarter
ended September 30, 1996, nor any document, certificate, or written statement
furnished to DUPONT or DCEO by the Company, contains as of the date hereof any
untrue statement of a material fact, and none of this Agreement or such other
documents, certificates and statements, omits to state a material fact necessary
in order to make the statements contained herein or therein not misleading.
4.15 Brokerage. There are no claims for brokerage commissions, finder's
fees or similar compensation in connection with the transactions contemplated by
this Agreement based on any arrangement or agreement made by or on behalf of the
Company.
4.16 Definition of Best Knowledge. As used herein, the term "to the
best knowledge of HTI" shall mean and include (a) actual knowledge of the
executive officers of HTI and (b) that knowledge which a prudent businessperson
could have obtained in the management of his or her business affairs after
making due inquiry and exercising due diligence with respect thereto. In
connection therewith, the knowledge of any such executive officer of HTI shall
be imputed to be the knowledge of HTI. For purposes of this Agreement,
disclosure of any matters in any Schedule shall be deemed disclosure for all
purposes.
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ARTICLE V - CONDITIONS OF PURCHASE
5.1 Conditions to Closing. DCEO's obligation to purchase and pay for
the Shares shall be subject to compliance by the Company with its agreements
herein contained and to the fulfillment to DUPONT's satisfaction on or before
and at the Closing of the following conditions:
(a) Opinion of the Company Counsel. DUPONT shall have received
from counsel for the Company, Tenzer Greenblatt L.L.P., their opinion, dated the
Closing Date.
(b) Authorization. The Board of Directors of the Company shall
have duly adopted resolutions in form reasonably satisfactory to DUPONT
authorizing the Company to consummate the transactions contemplated hereby in
accordance with the terms hereof, and DUPONT shall have received a duly executed
certificate of the Secretary or an Assistant Secretary of the Company setting
forth a copy of such resolutions and such other matters as may be requested by
DUPONT.
(c) Shareholders' Agreement. The Company, DCEO, DUPONT, and
certain stockholders of the Company shall have executed and delivered a
Shareholders' Agreement in the form of Exhibit A hereto.
(d) Standstill Agreement. The Company, DCEO, and DUPONT shall
have executed and delivered a Standstill Agreement in the form of Exhibit B
hereto.
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(e) Registration Agreement. The Company and DCEO shall have
executed and delivered a Registration Agreement in the form of Exhibit C hereto.
(f) All Proceedings Satisfactory. All corporate and other
proceedings taken prior to or at the Closing in connection with the transactions
contemplated by this Agreement, and all documents and evidences incident
thereto, shall be reasonably satisfactory in form and substance to DUPONT, and
DUPONT shall receive such copies thereof. The issuance and sale of the Shares to
DCEO shall be made in conformity with all applicable state and federal
securities laws.
ARTICLE VI - COVENANTS OF THE COMPANY
The Company shall comply, and the Company shall cause any
direct or indirect subsidiaries of the Company to comply, with the following
covenants, except as shall otherwise be expressly agreed pursuant to a written
consent executed by DUPONT. All references to "the Company" in this Article VI
shall be deemed to refer to the Company and its direct and indirect
subsidiaries, if applicable, on a consolidated basis.
6.1 Use of Proceeds. The proceeds received by the Company hereunder
shall be used by the Company to reduce existing operating lines of credit,
finance working capital and to redeem outstanding convertible notes and
debentures.
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6.2 Registration Rights. All Shares purchased by DCEO under this
Agreement shall be subject to registration rights in accordance with the
Registration Agreement set forth in Exhibit C.
6.3 Exchange, Transfer and Replacement of Share Certificates. Upon
surrender of any certificate representing Shares for exchange or transfer at the
offices of the Company, the Company shall, at its expense (exclusive of
applicable transfer taxes), issue in exchange therefor new certificates in such
denomination or denominations as may be requested for the same aggregate number
of Common Shares represented by the certificate so surrendered and registered as
may be requested. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of any certificate
representing Common Shares and, in the case of any such loss, theft or
destruction, upon delivery of an agreement of indemnity, and if required such
other instruments or security bond, reasonably satisfactory to the Company and
its Transfer Agent, or, in the case of any such mutilation, upon surrender and
cancellation thereof, the Company shall, at its expense, issue a new certificate
for the same aggregate number of Common Shares represented by such lost, stolen,
destroyed or mutilated certificate, as the case may be.
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<PAGE>
ARTICLE VII - REPRESENTATIONS OF DUPONT AND DCEO
To induce the Company to execute this Agreement, DUPONT and
DCEO hereby jointly and severally represent and warrant to, and covenants with,
the Company with respect to DCEO's purchase of Shares hereunder, that:
7.1 Authorization. The Agreements and all documents and instruments
executed pursuant hereto, are valid and binding obligations of each of DUPONT
and DCEO, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws applicable to
creditors' rights and remedies and to the exercise of judicial discretion in
accordance with general principles of equity. The execution, delivery and
performance of the Agreements have been duly authorized by all necessary
corporate action of each of DUPONT and DCEO.
7.2 Effect of Transactions. The execution, delivery and performance by
each of DUPONT and DCEO of this Agreement, the Shareholders' Agreement in the
form set forth in Exhibit A, the Standstill Agreement in the form set forth in
Exhibit B, and the Registration Agreement in the form set forth in Exhibit C
will not conflict with or result in any default under any material contract,
obligation or commitment of either DUPONT or DCEO, or any charter provision,
bylaw or corporate restriction of either DUPONT or DCEO, or the creation of any
lien, charge or encumbrance of any material nature upon any of the properties or
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<PAGE>
assets of either DUPONT or DCEO. The execution and delivery of this Agreement by
each of DUPONT and DCEO and their performance of the transactions contemplated
hereby will not violate any material instrument, agreement, judgment, decree,
order, statute, rule or regulation of any Governmental Authority applicable to
either DUPONT or DCEO.
7.3 Securities Act. (a) The Shares to be purchased by DCEO pursuant to
this Agreement are being acquired for investment purposes only and not with a
view to any public distribution thereof, and it will not offer to sell or
otherwise dispose of the Shares so acquired by it in violation of any of the
registration requirements of the Securities Act of 1933, as amended. The
certificates evidencing the Shares will bear a legend reading substantially as
follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN COMPLIANCE WITH THAT ACT. THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A
PURCHASE AGREEMENT DATED AS OF JANUARY 29, 1997, BETWEEN HUDSON
TECHNOLOGIES, INC. (THE "COMPANY") AND CERTAIN SHAREHOLDERS OF THE
COMPANY AND A STANDSTILL AGREEMENT DATED AS OF JANUARY 29, 1997,
AMONG THE COMPANY AND CERTAIN SHAREHOLDERS OF THE COMPANY, COPIES
OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE
COMPANY.
(b) DUPONT and DCEO each have substantial experience in
business and financial matters and in making investments of the type
contemplated by this Agreement and is capable of
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<PAGE>
evaluating the merits and risks of its purchase of the Shares and is able to
bear the economic risks of its investment.
(c) DUPONT and DCEO each have had an opportunity to discuss
the Company's business, management and financial affairs, and the terms and
conditions of the Shares with the Company's management and all such questions
have been answered to the full satisfaction of DUPONT and DCEO.
(d) DUPONT and DCEO each are an entity that qualifies as an
"accredited investor" within the meaning of Rule 5.01(a) of Regulation D under
the Securities Act.
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<PAGE>
7.4 No Registration. (a) DUPONT and DCEO have been advised that the
Securities have not been and are not being registered under the Securities Act
or under the "blue sky" laws of any jurisdiction and that the Company in issuing
the Securities is relying upon, among other things, the representations and
warranties of DUPONT and DCEO contained in this Article VII in concluding that
each such issuance is a "private offering" and does not require compliance with
the registration provisions of the Securities Act and applicable state
securities laws.
(b) Absent an effective registration statement under the
Securities Act covering the disposition of the Shares or unless DCEO is entitled
to have the restrictions imposed on the Shares removed pursuant to Section
7.4(d) hereof, DCEO will not sell, transfer, assign or otherwise dispose of any
or all of the Shares without first providing the Company with an opinion of
counsel reasonably satisfactory in form and substance to counsel for the Company
to the effect that such sale, transfer, assignment or other disposition will be
exempt from the registration requirements of the Securities Act.
(c) DCEO consents to the Company's making a notation on its
records or giving instructions to any transfer agent of the Shares in order to
implement the restrictions on transfer of the Shares mentioned in this Section
7.4.
(d) Any legend endorsed on a certificate evidencing the Shares
pursuant to Section 7.3 and 7.4 hereof and the stop
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<PAGE>
transfer instructions and record notations with respect to such Shares shall be
removed and the Company shall issue a certificate without such legend to the
holder of such Shares if (i) such Shares are registered under the Securities
Act, (ii) such Shares are sold under Rule 144(k) of the Commission under the
Securities Act or (iii) such holder provides the Company with an opinion of
counsel reasonably satisfactory in form and substance to counsel for the Company
to the effect that a public sale or transfer of such Shares was made without
registration under the Securities Act.
7.5 Securities. For purposes of this Article, the term "Securities"
includes all securities issued hereunder or on account of ownership of or
conversion of the Shares whether in connection with any stock dividend, stock
split, recapitalization, merger, consolidation or otherwise.
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<PAGE>
ARTICLE VIII - GENERAL
8.1 Amendments, Waivers and Consents. For the purposes of this
Agreement and all agreements, documents and instruments executed pursuant
hereto, except as otherwise specifically set forth herein or therein, no course
of dealing between the Company and DUPONT or DCEO and no delay on the part of
any party hereto in exercising any rights hereunder or thereunder shall operate
as a waiver of the rights hereof and thereof. No covenant or other provision
hereof or thereof may be waived otherwise than by a written instrument signed by
the party so waiving such covenant or other provision; provided, however, that
except as otherwise provided herein or therein, changes in or additions to, and
any consents required by this Agreement may be made, and compliance with any
term, covenant, condition or provision set forth herein may be omitted or waived
(either generally or in a particular instance and either retroactively or
prospectively) by a consent or consents in writing of DUPONT. Any amendment or
waiver effected in accordance with this paragraph shall be binding upon DUPONT
and DCEO and the Company.
8.2 Survival of Covenants; Assignability of Rights. (a) All covenants,
agreements, representations and warranties of the Company made herein and in the
certificates, lists, exhibits, schedules or other written information delivered
or furnished to DUPONT and DCEO in connection herewith shall be deemed material
and to have been relied upon by DUPONT and DCEO, and, except as
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<PAGE>
provided otherwise in this Agreement, shall survive the delivery of the Shares
for a period of nine months, and shall bind the Company's successors and
assigns, whether so expressed or not, and, except as provided otherwise in this
Agreement, all such covenants, agreements, representations and warranties shall
inure to the benefit of DCEO's successors and assigns and to transferees of the
Securities, whether so expressed or not.
(b) This Agreement and the rights hereunder shall not be
assignable or transferable by DUPONT or DCEO or the Company (except by operation
of law in connection with a merger, consolidation or other reorganization or
sale of all or substantially all the assets of DUPONT, DCEO or the Company)
without the prior written consent of the other party hereto; provided that
DUPONT or DCEO may assign, in its sole discretion, any or all of its rights,
interests and obligations under this Agreement to any of DUPONT's more than 50%
owned subsidiaries ("Affiliates") or to any transferee of the Shares. Subject to
the preceding sentence, this Agreement shall be binding upon, inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns. The assignment by DUPONT or DCEO of any rights, interest
or obligations under this Agreement to any transferee of the Shares acquired
hereunder shall not affect or diminish the rights or obligations of DUPONT or
DCEO under this Agreement.
8.3 Governing Law. The enforcement of this Agreement shall be governed
by, and in connection with such enforcement this
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<PAGE>
Agreement shall be construed in accordance with, the laws of the State of
Delaware.
8.4 Section Headings. The descriptive headings in this Agreement have
been inserted for convenience only and shall not be deemed to limit or otherwise
affect the construction of any provision thereof or hereof.
8.5 Publicity. The Company and DUPONT agree that (a) no public release
or announcement concerning the transactions contemplated hereby shall be issued
by any party hereto without the prior consent of the other party, except as such
release or announcement may be required by law or the rules or regulations of
any securities exchange, in which case the party required to make the release or
announcement shall allow the other party reasonable time to comment on such
release or announcement in advance of such issuance and (b) without the prior
consent of DUPONT, the Company shall not issue any public release or
announcement or issue or distribute any document to be used in connection with
the private or public sale of debt or equity securities of the Company if such
release, announcement or document refers to DCEO's investment in or contracts or
other arrangements with the Company, except as may be required by law or the
rules or regulations of any securities exchange or by any Governmental
Authority, in which case the Company shall allow DUPONT reasonable time to
comment on the relevant portions of such release, announcement or document.
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<PAGE>
8.6 Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, each of which when so executed and delivered shall be
taken to be an original; but such counterparts shall together constitute but one
and the same document.
8.7 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed given if delivered personally
or mailed by certified or registered mail, postage prepaid, return receipt
requested, or delivered to a nationally recognized next business day courier for
delivery on the next business day, or by facsimile, with a copy sent as
aforesaid and in any instance addressed as follows:
(i) if to DUPONT
E. I. Du Pont de Nemours and Company
1007 Market Street
Wilmington, DE 19898
Attention: Vice President and Treasurer
(ii) if to the Company
Hudson Technologies, Inc.
25 Torne Valley Road
Hillburn, NY 10931-9900
Attention: President
(iii) if to DCEO
DuPont Building, Room 8045
1007 Market Street
Wilmington, DE 19898
Attention: Administrator - Du Pont Chemical and
Energy Operations, Inc.
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<PAGE>
or such other address as shall be furnished in writing by any of the parties,
and any such notice or communication shall be deemed to have been given as of
the date so delivered personally, so mailed, so delivered to the courier
service, or so transmitted by telecopy (except that a notice of change of
address shall not be deemed to have been given until received by the addressee).
8.8 Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be deemed
prohibited or invalid under such applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, and such
prohibition or invalidity shall not invalidate the remainder of such provision
or the other provisions or this Agreement.
8.9 Expenses. The Company shall pay all costs and expenses that it
incurs with respect to the negotiation, execution, delivery and performance of
this Agreement, and DUPONT and DCEO shall pay all costs and expenses that they
incur with respect to the negotiation, execution, delivery and performance of
this Agreement.
8.10 Entire Agreement. This Agreement and the agreements referred to
herein contain the entire agreement and understanding between the parties hereto
with respect to the subject matter hereof and supersede all prior agreements and
understandings relating to such subject matter
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<PAGE>
8.11 Specific Enforcement; Injunctive Relief. The parties acknowledge
that damages would be an inadequate remedy for any breach of the provisions of
this Agreement. Therefore, the obligations of the parties hereunder shall be
specifically enforceable and each of the parties agrees that each of them shall
be entitled to an injunction, restraining order or other equitable relief from
any court of competent jurisdiction, restraining any party from committing any
violations of the provisions of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as a sealed instrument as of the day and year first above written.
HUDSON TECHNOLOGIES, INC.
By
Title
Date
E. I. DUPONT DE NEMOURS AND COMPANY
By
Title
Date
DU PONT CHEMICAL AND ENERGY OPERATIONS, INC.
By
Title
Date
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<PAGE>
SHAREHOLDERS' AGREEMENT
This Shareholders' Agreement (the "Agreement") is made and
entered into as of January 29, 1997, among HUDSON TECHNOLOGIES, INC. ("HTI"), E.
I. DU PONT DE NEMOURS AND COMPANY ("DUPONT"), DU PONT CHEMICAL AND ENERGY
OPERATIONS, INC. ("DCEO") and the persons named in Attachment A to this
Shareholders' Agreement who have Beneficial Ownership of approximately twenty
percent (20%) of the issued and outstanding Common Stock, par value $0.01 per
share ("Common Stock") of HTI (hereafter the individuals named in Attachment A
are referred to collectively as the Stockholders Group).
W I T N E S S E T H :
HTI, DCEO and DUPONT are simultaneously herewith entering into
a Stock Purchase Agreement, a Standstill Agreement, and a Registration
Agreement, all of which are dated as of January 29, 1997.
Each member of the Stockholders Group is willing to execute
this Shareholders' Agreement and to be bound by its provisions with respect to
future sales of their shares of Common Stock and to voting for DUPONT's nominee
for election to the Board of Directors of HTI. It is a condition precedent to
DUPONT entering
<PAGE>
into the Stock Purchase Agreement, the Standstill Agreement, and
the Registration Agreement that this Shareholders' Agreement be signed by the
parties hereto. Each of the parties considers the provisions contained herein to
be in the best interest of HTI.
NOW, THEREFORE, in consideration of the respective agreements
herein contained, the parties hereto agree as follows:
1. DEFINITIONS
For purposes of this Shareholders' Agreement:
(a) The term "Voting Securities" shall mean all classes of
capital stock of HTI which are then entitled to vote generally in the election
of directors or securities which do not carry the right to vote generally in the
election of directors (including convertible debt securities) but which may be
exchanged, converted or exercised into a class of capital stock with such voting
rights, and shall include Voting Securities owned contemporaneously with the
date first above written or purchased subsequent to such date pursuant to stock
options held on such date.
(b) The term "Beneficial Ownership" shall have the meaning set
forth in Rule 13d-3(a) under the Securities Exchange Act of 1934, as amended
(the "1934 Act").
(c) The term "Control Disposition" shall mean a Disposition or
a series of related Dispositions that would have the effect of transferring to
any transferee or group (as defined
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<PAGE>
for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (the "Exchange Act")) of
persons (a "Group") beneficial ownership (as defined in Rule 13d-3 of the
Exchange Act ) of a number of shares of outstanding Voting Securities that, in
the aggregate, exceeds (1) 5% of the outstanding shares of Voting Securities if,
after giving effect to such proposed transfer, the proposed transferee or Group
will have beneficial ownership, directly or indirectly, of 10% or more of the
then outstanding shares of Voting Securities or (2) 10% of the then outstanding
shares of Voting Securities. "Control Disposition" shall not include the
transfer of Voting Securities from one member of the Stockholder Group to
another member of the Stockholder Group.
(d) The term "Disposition" shall mean any direct or indirect
transfer, assignment, sale, gift, pledge, hypothecation, encumbrance or other
disposition of Voting Securities (or any interest therein) or of all or part of
the voting power (other than the granting of a revocable proxy) associated with
the stock (or any interest therein) whatsoever, or any other transfer of
beneficial ownership of Voting Securities, whether voluntary or involuntary,
including, without limitation, any such disposition or transfer as a part of any
liquidation of the holder's assets or any reorganization of a holder pursuant to
the United States or any other bankruptcy law or other similar debtor relief
laws.
Each capitalized term not here defined shall have the meaning
assigned to it by the provisions in which it is first
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<PAGE>
used, or if not defined in this Agreement, the meaning assigned to it by the
Stock Purchase Agreement.
2. TERM
(a) The effective date of this Shareholders' Agreement shall
commence as of January 29, 1997, and shall terminate on January 29, 2002.
Notwithstanding the foregoing, this Shareholders' Agreement shall not become
effective unless and until the Stock Purchase Agreement, the Standstill
Agreement and the Registration Agreement have been signed by HTI, DUPONT and
DCEO, and received by the other party.
(b) If prior to January 29, 2002, DUPONT and DCEO beneficially
own a number of Voting Securities that represent less than 50% of the DuPont
Voting Power (as defined in the Standstill Agreement) that DUPONT and DCEO held
immediately after the Closing then this Shareholders' Agreement shall terminate
at such time upon written notice by any of the parties hereto.
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<PAGE>
3. ONE-YEAR PROHIBITION
Except for Voting Securities offered for sale or transfer in
accordance with the provisions of paragraph 4(f) hereof, no party to this
Agreement shall, without the prior written consent of all other parties to this
Agreement, sell, agree to sell, transfer or otherwise dispose of any Voting
Securities until January 29, 1998; provided, that, the prohibitions of this
Section 3 shall not apply to the sale and transfer of Voting Securities by such
shareholder to an Affiliate of such shareholder if (in the case of an Affiliate
that is not a party hereto) such Affiliate has furnished to the other parties
hereto an undertaking, the performance of which is guaranteed by such
shareholder, in form reasonably satisfactory to the other parties hereto, to be
bound by the provisions of this Agreement. Any purported disposition made in
violation of this Section 3 shall be void.
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<PAGE>
4. RIGHT OF FIRST REFUSAL
Except for Voting Securities offered for sale or transfer in
accordance with the provisions of paragraph 4(f) hereof, no member of the
Stockholders Group and no agent or representative of any member of the
Stockholders Group shall, directly or indirectly, offer, sell or transfer any
Voting Securities without offering DUPONT the right of first refusal set forth
in this Section 4 in the following manner:
(a) Any member of the Stockholders Group intending to make
such an offer, sale or transfer shall give notice (the "Transfer Notice") to
DUPONT in writing of such intention, specifying the number of Voting Securities
proposed to be disposed of and the proposed price therefor, and the specific
offer to purchase such Voting Securities theretofore received and then remaining
open, identifying the offeror and setting forth all the terms of such offer
(including price). For purposes hereof, a bona fide third-party tender or
exchange offer pursuant of Regulation 14D of the 1934 Act to purchase Voting
Securities shall be deemed to be an offer at the price specified therein,
without regard to any provisions thereof with respect to proration or conditions
to the offeror's obligation to purchase. In the event the Transfer Notice
specifies Voting Securities are intended to be sold into the public trading
market, the "proposed price" per share for such sale shall be the average of the
high and low price for one share of HTI Common Stock as reported on the National
Association of Securities Dealers Automated
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Quotations System ("NASDAQ") on the last trading date immediately prior to the
date that DUPONT provides such member of the Stockholders Group written notice
of DUPONT's intent to exercise its right of first refusal with regard to such
Voting Securities (the "Market Price"); provided, however, such member of the
Stockholder Group shall have the right to withdraw such Transfer Notice, by
written notice to DUPONT within two (2) business days following DUPONT's notice,
if such Market Price is below the minimum acceptable Market Price (the "Floor
Price") provided in the Transfer Notice; provided that, such Floor Price shall
not be greater than the closing price as quoted on NASDAQ on the last trading
day immediately prior to the date of the Transfer Notice; provided further, that
any such Transfer Notice that does not specify a Floor Price shall be
ineffective.
(b) DUPONT shall have the right, exercisable by written notice
given by DUPONT to the member of the Stockholders Group who gave the Transfer
Notice within thirty (30) days after receipt of such Transfer Notice (the
"Regular Notice Period") (or in the case of a cash tender or exchange offer
pursuant to Regulation 14D of the 1934 Act, no later than 24 hours prior to the
latest time by which Voting Securities must be tendered in order to be accepted
pursuant to such offer or to qualify for any proration applicable to such offer;
provided that the Transfer Notice is received by DUPONT no later than five (5)
business days after the tender offer materials have been received by the member
of the Stockholders Group who gave such Transfer Notice) to
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<PAGE>
exercise its right of first refusal to purchase (or to cause a corporation,
entity, person or group designated by DUPONT to purchase) all, but not a part
of, the Voting Securities specified in such Transfer Notice for cash at the
price set forth therein; provided however, that such Regular Notice Period shall
be reduced from thirty (30) days to fifteen (15) days (the "Accelerated Notice
Period") for any Transfer Notice proposing to sell Voting Securities for a total
purchase price in cash of less than $500,000 (which shall be determined, in the
event the Transfer Notice specifies Voting Securities are intended to be sold
into the public trading market, by multiplying the number of Voting Securities
proposed to be sold times the Floor Price designated in the Transfer Notice);
provided further, that there shall be no more than (1) one Accelerated Notice
Period for any member of the Stockholder Group in any 12 month period.
(c) Except as set forth in Section 4(b) above, the following
procedures shall be followed with respect to a Transfer Notice which includes
any property other than cash:
(i) If the purchase price specified in the Transfer
Notice includes any property other than cash, such purchase price shall
be deemed to be the amount of any cash included in the purchase price
plus the value (as jointly determined by DUPONT and the member of the
Stockholders Group who gave such Transfer Notice or, in the event
DUPONT and the member of the Stockholders Group who gave such Transfer
Notice are unable to agree, by a nationally or
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<PAGE>
regionally recognized investment banking or consulting firm (the
"Property Valuation Firm"), which firm shall be selected by two other
previously chosen nationally or regionally recognized investment
banking or consulting firms, each of which was chosen by DUPONT and the
member of the Stockholders Group who gave such Transfer Notice,
respectively, of such other property included in such price. DUPONT and
the member of the Stockholders Group who gave the Transfer Notice shall
share equally the expenses incurred by the Property Valuation Firm.
(ii) DUPONT and the member of the Stockholders Group
who gave such Transfer Notice shall use their best efforts to cause any
determination of the value of any securities included in the purchase
price to be made within three (3) business days after the date of
delivery of the Transfer Notice. If DUPONT and the member of the
Stockholders Group who gave such Transfer Notice are unable to agree
upon the value of any such securities within such three-day period,
DUPONT and the member of the Stockholders Group who gave such Transfer
Notice shall promptly (but in no event later than five (5) business
days after the date of delivery of the Transfer Notice) cause the
selection of the Property Valuation Firm whose determination, which
shall be made within three (3) business days of its selection, shall be
conclusive.
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<PAGE>
(iii) DUPONT and the member of the Stockholders Group
who gave such Transfer Notice shall use their best efforts to cause any
determination of the value of property other than securities to be made
within five (5) business days after the date of delivery of the
Transfer Notice. If DUPONT and the member of the Stockholders Group who
gave such Transfer Notice are unable to agree upon a value within such
five-day Period, DUPONT and the member of the Stockholders Group who
gave such Transfer Notice shall promptly (but in no event later than
seven (7) business days after the date of delivery of the Transfer
Notice) cause the selection of the Property Valuation Firm whose
determination, which shall be made within five (5) business days of its
selection, shall be conclusive.
(iv) If the above process to determine the value of
the other non-cash property is not completed within fifteen calendar
days of the date of the Transfer Notice, then DUPONT's exercise of its
right of first refusal shall be extended until fifteen (15) calendar
days after the value of such other non-cash property is determined as
provided for in paragraphs 4(c)(ii) and 4(c)(iii) above.
(d) If DUPONT exercises its right of first refusal hereunder,
the closing of the purchase of the Voting Securities with respect to which such
right has been exercised shall take place within thirty (30) calendar days after
DUPONT gives notice of such exercise, or within twenty (20) calendar days after
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DUPONT has obtained any necessary government approval or nonobjection, if any,
whichever is later. DUPONT shall make application for any necessary government
approval as soon as practicable after exercising its right of first refusal.
Upon exercise of its right of first refusal, DUPONT shall not be legally
obligated to consummate the purchase contemplated thereby, unless and until any
such necessary government approvals are received.
(e) If DUPONT does not exercise its right of first refusal
hereunder within the time specified for such exercise, the party giving the
Transfer Notice shall be free during the period of ninety (90) calendar days
following the expiration of such time for exercise to sell the Voting Securities
specified in such Transfer Notice to the offeror identified therein at the price
specified therein or at any price in excess thereof. With regard to any Transfer
Notice specifying the sale of Voting Securities into the public trading market,
such party shall be free during such 90-day period to sell the Voting Securities
specified in such Transfer Notice into such public trading market at any price
greater than or equal to the Floor Price specified in the Transfer Notice. If
such party shall not have completed such transfer within such 90-day period, the
restrictions on transfer imposed by this Section 4 shall again apply to any
proposed transfer of such Voting Securities.
(f) No member of the Stockholders Group shall, directly or
indirectly, offer, sell or transfer any Voting
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<PAGE>
Securities without offering DUPONT a right of first refusal in the manner
provided in Section 4 except (i) to another member of the Stockholders Group,
(ii) in a bona fide public offering registered under the Act (provided that no
sales of Voting Securities are made to any person or related group of persons
who would immediately thereafter, to the knowledge of any member of the
Stockholders Group, have Beneficial Ownership of, or have the right to acquire
Beneficial Ownership of, Voting Securities representing more than five percent
(5%) of the total combined voting power of all Voting Securities then
outstanding), (iii) pursuant to Rule 144 under the Act (provided that no sales
of Voting Securities are made to any person or related group of persons who
would immediately thereafter, to the knowledge of the selling member of the
Stockholders Group, have Beneficial Ownership of, or have the right to acquire
Beneficial Ownership of, Voting Securities representing more than five percent
(5%) of the total combined voting power of all Voting Securities then
outstanding), (iv) to a trust for the benefit of members of the Stockholders
Group, their spouses and relatives (whether born or unborn), provided the trust
becomes a party to this Shareholders' Agreement, or (v) to any beneficiary of
the estate of any member of the Stockholder's Group provided that prior to
receiving Beneficial Ownership of said Voting Securities the beneficiary becomes
a party to this Shareholders' Agreement; provided, however, that with regard to
clauses (ii) and (iii) any such sales by a member of the Stockholders Group
shall not exceed: (a) 25,000 shares of Voting Securities in the initial 12 month
period
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<PAGE>
of the term of this Agreement, (b) 50,000 shares of Voting Securities in the
initial 24 month period of the term of this Agreement, (c) 75,000 shares of
Voting Securities in the initial 36 month period of the term of this Agreement
or (d) 100,000 shares of Voting Securities during the term of this Agreement.
For purposes of (ii) and (iii) above, the seller or donor, as
the case may be, his counsel and HTI's transfer agent shall be entitled to rely
on a written representation from the person purchasing or receiving the Voting
Securities to the effect that neither such person, nor any related group of
persons, immediately after receipt thereof, will have Beneficial Ownership of or
the right to acquire Beneficial Ownership of Voting Securities representing more
than five percent (5%) of the total combined voting power of all Voting
Securities then outstanding.
For purposes of this Shareholders' Agreement, the term
"related group of persons" means persons acting in concert with each other as to
HTI and its Voting Securities.
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<PAGE>
5. CONTROL DISPOSITION
Notwithstanding anything herein to the contrary, no member of
the Stockholder Group shall make or participate in any Control Disposition
without first complying with Sections 3 and 4. Any member of the Stockholder
Group desiring to make or participate in a Control Disposition ("Control
Offeror"), after complying with Sections 3 and 4, shall give a written notice
("Control Disposition Offer") to all other holders of outstanding Common Stock
who are parties to this Agreement ("Control Offerees") (1) describing the
proposed Control Disposition and the proposed transferee in reasonable detail
and setting forth the number of shares to Stock as to which the Control Offeror
desires to make a Control Disposition and (2) providing each Control Offeree
with the right to elect (by written notice to the Company within ten (10) days
after the receipt of the Control Disposition Offer) to dispose of in the Control
Disposition, at the same price and on the same terms that the beneficial
ownership of the Control Offeror's Stock is to be transferred in the Control
Disposition, any number of shares of the common stock of the Company held by
such Control Offeree as determined in the sole discretion of the Control
Offeree.
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<PAGE>
6. ELECTION OF DCEO NOMINEE(S)
During the period that DCEO exercises its right to designate a
person(s) for nomination to the HTI Board of Directors pursuant to Section 4 of
the Standstill Agreement, each member of the Stockholders Group, individually,
shall vote all the Voting Securities over which he has direct or indirect voting
control for such nominee(s).
7. MISCELLANEOUS
(a) DUPONT and the members of the Stockholders Group
acknowledge and agree that irreparable damage would occur to DUPONT and to the
members of the Stockholders Group in the event any of the provisions of this
Shareholders' Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed that DUPONT and the
members of the Stockholders Group shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Shareholders'
Agreement and to enforce specifically the terms and provisions hereof in any
court of the United States or any state thereof having jurisdiction, in addition
to any other remedy to which they may be entitled at law or in equity.
(b) The members of the Stockholders' Group agree that HTI may
enter a stop transfer order with the transfer agent or agents of Voting
Securities prohibiting the transfer of Voting Securities other than in
compliance with the requirements of this Shareholders' Agreement.
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<PAGE>
(c) Each member of the Stockholders' Group and HTI agree to
take or cause to be taken such action as may be required to accomplish the
intent of this Shareholders' Agreement and further agrees to provide DUPONT with
such additional certificates, opinions, instruments or documents as DUPONT may
reasonably request to accomplish the intent of the transactions contemplated by
this Shareholders' Agreement.
(d) This Shareholders' Agreement shall be binding on the
successors, assigns, donees, heirs, distributees, beneficiaries, devisees and
legatees of each member of the Stockholders Group, except for permitted sales,
transfers and assignments under Section 4 hereof.
(e) This Shareholders' Agreement and the attachments hereto
contain the entire understanding of the parties with respect to the transactions
contemplated herein, and this Shareholders' Agreement may be amended only by an
agreement in writing executed by the parties hereto.
(f) All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed given if delivered personally
or mailed by certified or registered mail, postage prepaid, return receipt
requested, or delivered to a nationally recognized next business day courier for
delivery on the next business day, or by facsimile, with a copy sent as
aforesaid and in any instance addressed as follows:
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<PAGE>
If to Company:
Hudson Technologies, Inc.
25 Torne Valley Road
Hillburn, New York 10931-9900
If to DUPONT:
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
Attention: Vice President and Treasurer
If to DCEO:
Du Pont Chemical and Energy Operations, Inc.
DuPont Building, Room 8045
1007 Market Street
Wilmington, Delaware 19898
Attention: Administrator
If to any member of the Stockholder's Group:
or such other address as shall be furnished in writing by any of the parties,
and any such notice or communication shall be deemed to have been given as of
the date so delivered personally, so mailed, so delivered to the courier
service, or so transmitted by telecopy (except that a notice of change of
address shall not be deemed to have been given until received by the addressee).
(g) This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed therein.
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<PAGE>
IN WITNESS WHEREOF, DUPONT, DCEO, HTI and the members of the
Stockholders Group have caused this Agreement to be duly executed all as of the
day and year first above written.
E. I. DUPONT DE NEMOURS AND COMPANY
By
Name
Title
DU PONT CHEMICAL AND ENERGY OPERATIONS, INC.
By
Name
Title
HUDSON TECHNOLOGIES, INC.
By
Name
Title
THE STOCKHOLDER[S]
_________________________________ _________________________________
_________________________________ _________________________________
_________________________________ _________________________________
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<PAGE>
Attachment A
HTI STOCKHOLDERS GROUP
HTI Shares HTI Options
---------- -----------
Kevin J. Zugibe 234,000 115,000
Stephen J. Cole-Hatchard 233,000 100,000
Stephen P. Mandracchia 122,000 100,000
Thomas P. Zugibe 234,000 100,000
Frederick T. Zugibe 212,500 75,000
------- ------
Total 1,035,500 490,000
========= =======
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<PAGE>
STANDSTILL AGREEMENT
AGREEMENT dated as of January 29, 1997 between E. I. DU PONT
DE NEMOURS AND COMPANY, a Delaware corporation ("DuPont"), DU PONT CHEMICAL AND
ENERGY OPERATIONS, INC., a Delaware corporation ("DCEO") and HUDSON
TECHNOLOGIES, INC., a New York Corporation (the "Company").
DCEO has acquired pursuant to a Stock Purchase Agreement with
the Company dated January 29, 1997 (the "Stock Purchase Agreement") and
currently owns an aggregate of 500,000 shares of the Common stock, par value
$0.01 per share (such class of common stock being referred to herein as "Common
Stock"), of the Company. In order to establish a constructive and mutually
beneficial relationship between DuPont, DCEO and the Company, the parties agree
as follows:
1. TERM OF AGREEMENT
(a) Except as otherwise expressly provided herein, the
respective covenants and agreements of the parties contained in this Agreement
will continue in full force and effect until January 29, 2002 (such date being
referred to herein as the "Termination Date").
(b) If notice of termination is delivered by DuPont or DCEO or
the Company as provided in paragraph 7(a), this Agreement shall terminate in its
entirety on the date which is sixty days following such notice (such date being
referred to herein as the
<PAGE>
"Termination Date"), but shall continue in full force and effect until the
Termination Date except as otherwise provided herein.
(c) If this Agreement is terminated as provided in this
paragraph, unless the Company otherwise agrees, DuPont and DCEO will cause all
designees of DuPont or DCEO serving on the Company's Board of Directors pursuant
to paragraph 4 to resign from such Board of Directors, effective as of the
Termination Date.
2. COVENANTS OF DUPONT
Prior to the Termination Date or earlier termination of this
Agreement in accordance with its terms and subject to the further provisions
hereof:
(a) Neither DuPont nor any corporation or other entity
controlled by DuPont (collectively, the "DuPont Group") will, directly or
indirectly, acquire any shares of any class of capital stock of the Company
which is then entitled to vote generally in the election of directors (all such
classes of capital stock of the Company being referred to herein as "Voting
Securities") (except by way of stock dividends or other distributions or
offerings made available to holders of Voting Securities generally) if the
effect of such acquisition would be to increase the aggregate voting power in
the election of directors of all Voting Securities then owned by all members of
the DuPont Group (such aggregate voting power of all Voting Securities owned by
all members of the DuPont Group being referred to herein as the "DuPont Voting
Power") to greater than 20% of the total combined voting power in the election
of
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<PAGE>
directors of all the Voting Securities then outstanding (such total combined
voting power of all the Voting Securities outstanding being referred to herein
as the "Total Voting Power"); provided that the DuPont Group may acquire Voting
Securities without regard to the foregoing limitation if any of the following
events (hereinafter referred to as "Triggering Events") shall occur: (i) a
tender or exchange offer is made by any person or 13D Group (as hereinafter
defined) (other than an affiliate of, or any person acting in concert with, any
member of the DuPont Group and other than a tender or exchange offer that is
induced by any member of the DuPont Group) to acquire Voting Securities which,
if added to the Voting Securities (if any) already owned by such person or 13D
Group, would represent more than 20% of the Total Voting Power at such time,
(ii) it is publicly disclosed or DuPont otherwise learns that Voting Securities
representing more than 20% of the Total Voting Power have been acquired
subsequent to January 1, 1997, or are proposed (in a public announcement or
filing) to be acquired subsequent to such date by any person or 13D Group (other
than an affiliate of, or any person acting in concert with, any member of the
DuPont Group and other than any such acquisition or proposed acquisition of
Voting Securities that has been induced, in whole or in part, by any member of
the DuPont Group), or (iii) any person (not including any member of the
Stockholders Group, as defined in the Stockholders Agreement as defined below)
or 13D Group (not including affiliates or members of the DuPont Group and not
including any 13D Group comprised solely of the members of the
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<PAGE>
Stockholders Group, as defined in the Shareholders Agreement as defined below)
shall beneficially own Voting Securities representing a percentage of the Total
Voting Power which exceeds the greater of (x) 10% or (y) the percentage of the
Total Voting Power represented by the DuPont Voting Power at such time, and
would be required (under rules and regulations in effect on January 29, 1997) to
file a statement on Schedule 13D with the Securities and Exchange Commission
reporting beneficial ownership of such Voting Securities, other than any such
beneficial ownership that has been induced, in whole or in part, by any member
of the DuPont Group or (iv) pursuant to its rights to purchase Voting Securities
under the Shareholders Agreement between DCEO, DuPont, the Company and certain
principal shareholders of the Company dated January 29, 1997 (the "Shareholders
Agreement"). As used herein, the term "13D Group" shall mean any group of
persons formed for the purpose of acquiring, holding, voting or disposing of
Voting Securities which would be required under Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder (as in effect, and based on legal interpretations thereof
existing, on January 29, 1997) to file a statement on Schedule 13D with the
Securities and Exchange Commission as a "person" within the meaning of Section
13(d)(3) of the Exchange Act if such group beneficially owned Voting Securities
representing more than 5% of any class of Voting Securities then outstanding.
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<PAGE>
(b) If at any time the DuPont Voting Power shall be increased
to more than 20% of the Total Voting Power as a result of a repurchase of Voting
Securities by the Company or any other change in the Company's capitalization,
no member of the DuPont Group shall be required to dispose of any Voting
Securities.
(c) As used herein, the term "Significant Event" means any
charter or bylaw amendment, acquisition or disposition of assets (by way of
merger, consolidation or otherwise), change in capitalization, liquidation, or
other action out of the ordinary course of business of the Company.
(d) The members of the DuPont Group, as holders of Voting
Securities, shall be present, in person or by proxy, at all meetings of
shareholders of the Company so that all Voting Securities beneficially owned by
them may be counted for the purpose of determining the presence of a quorum at
such meetings.
(e) No member of the DuPont Group shall solicit proxies or
become a "participant" in a "solicitation" (as such terms are defined in
Regulation 14A under the Exchange Act, as in effect on January 29, 1997) in
opposition to the recommendation of the majority of the directors of the Company
with respect to any matter; provided that the limitation contained in this
paragraph (e) shall not apply to any Significant Event to be voted on by the
Company's shareholders that is not initiated or proposed by any member of the
DuPont Group.
(f) No member of the DuPont Group shall join a partnership,
limited partnership, syndicate or other group, or otherwise act in concert with
any other person, for the purpose
-5-
<PAGE>
of acquiring, holding, voting or disposing of Voting Securities, or otherwise
become a "person" within the meaning of Section 13(d)(3) of the Exchange Act (in
each case other than solely with members of the DuPont Group), except as to
voting on specific matters as to which the DuPont Group is permitted to solicit
proxies pursuant to the proviso of paragraph 2(e).
(g) No member of the DuPont Group shall, directly or
indirectly, offer, sell or transfer any Voting Securities without offering the
Company a right of first refusal in the manner provided in paragraph 5, except
(i) to another member of the DuPont Group, (ii) pursuant to a bona fide public
offering, registered under the Securities Act of 1933, as amended (the "Act"),
of Voting Securities (provided that no sales of Voting Securities or securities
exchangeable for Voting Securities are made to any person or related group of
persons who would immediately thereafter, to the knowledge of any member of the
DuPont Group, own or have the right to acquire Voting Securities representing
more than 5% of the Total Voting Power) or (iii) pursuant to Rule 144 under the
Act (provided that no sales of Voting Securities are made to any person or
related group of persons who would immediately thereafter, to the knowledge of
any member of the DuPont Group, own or have the right to acquire Voting
Securities representing more than 5% of the Total Voting Power).
For purposes of (ii) and (iii) above, DuPont, DuPont's counsel and
HTI's transfer agent shall be entitled to rely on a written representation from
the person purchasing or receiving the Voting
-6-
<PAGE>
Securities to the effect that neither such person, nor any related group of
persons, immediately after receipt thereof, will have Beneficial Ownership of or
the right to acquire Beneficial Ownership of Voting Securities representing more
than five percent (5%) of the total combined voting power of all Voting
Securities then outstanding.
For purposes of this Standstill Agreement, the term "related group of
persons" means persons acting in concert with each other as to HTI and its
Voting Securities.
-7-
<PAGE>
3. COVENANTS OF THE COMPANY
(a) Prior to the Termination Date or earlier termination of
this Agreement in accordance with its terms and subject to the further
provisions hereof without DuPont's written consent, the Company will not take or
recommend to its shareholders any action during the term of this Agreement which
would (1) impose limitations on the legal rights of the DuPont Group as Company
shareholders other than those imposed pursuant to the express terms of this
Agreement, including, without limitation, any action which would impose
restrictions (i) based upon the size of security holding, nationality of a
security holder, the business in which a security holder is engaged or other
considerations applicable to the DuPont Group and not to security holders
generally, or (ii) with reference to Common Stock generally, by means of the
issuance of or proposal to issue any other class of securities having voting
power disproportionately greater than the equity investment in the Company
represented by such securities; (2) involve the issuance or corporate action
providing for the issuance of any warrant, capital stock or other security or
any other rights of which (including rights of redemption) are dependent upon
the amount of Voting Securities owned by the DuPont Group; (3) deny any benefit
to the members of the DuPont Group proportionately as holders of any class of
Voting Securities that is made available to other holders of the same class of
Voting Securities generally; or (4) alter voting or other rights of the holders
of any class of
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<PAGE>
Voting Securities so that any such rights (or the vote required with respect to
any matter) are determined with reference to the amount of Voting Securities
held by the DuPont Group; provided that the Company will cease to be subject to
this paragraph 3(a) if a Triggering Event has occurred (other than pursuant to
the rights of the DuPont Group to purchase Voting Securities pursuant to the
Shareholders Agreement) and DuPont does not deliver to the Company, within five
business days after becoming aware of such Triggering Event, a written waiver of
the DuPont Group's right to acquire Voting Securities representing more than 20%
of the Total Voting Power pursuant to the proviso of paragraph 2(a).
(b) The Company will cease to be subject to paragraph 3(a)
above at such time that the DuPont Group beneficially owns a number of Voting
Securities that represents less than 50% of the DuPont Voting Power that the
DuPont Group held immediately after the Closing.
4. COVENANTS REGARDING BOARD REPRESENTATION
(a) As promptly as practicable after receipt of written notice
from DCEO and DuPont, the Company will cause two persons designated by DCEO and
DuPont to be elected to the Company's Board of Directors. Such designation of
any person for election to the Company's Board of Directors, or to attend Board
meetings as an observer, shall be made after consultation with the Company, and
any such person shall be a person agreed to
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<PAGE>
by the Company (which agreement will not be unreasonably withheld). At the time
of any such designation, such designee will affirm his or her duty of
confidentiality to the Company with regard to any non-public, confidential
Company information through a confidentiality agreement reasonably satisfactory
to the Company and DuPont. Until the Termination Date or earlier termination of
this Agreement in accordance with its terms, the Company's nominating committee
shall recommend to the Company's Board of Directors that all persons designated
by DCEO and DuPont for election to the Company's Board of Directors in
accordance with the provisions of this paragraph (a) be included in the slate of
nominees recommended by such Board to the Company's shareholders for election as
directors at each annual meeting of the shareholders of the Company. In the
event that any designee of DCEO and DuPont for election to the Company's Board
of Directors pursuant to the foregoing provisions shall cease to serve as a
director for any reason, the vacancy resulting therefrom shall be filled
according to the procedures described above.
(b) The Company will furnish to such designees on the
Company's Board of Directors all information that is provided to the other
directors of the Company.
(c) At any time that the DuPont Group does not have two
designees serving on the Board of Directors, DCEO and DuPont shall be entitled
to designate a non-voting observer for each
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<PAGE>
such Board seat and such observer(s) shall be entitled to attend all Board
meetings.
(d) It is the Company's policy to discuss with the Board of
Directors any proposed merger, consolidation, reorganization or acquisition or
disposition of material assets other than in the ordinary course of business and
other transactions out of the ordinary course of business which would have a
material impact on the Company's financial position or results of operations. If
in the future it should no longer be the Company's policy to present any such
matters to the Board, then the Company will, during the term of this Agreement,
discuss any such transactions with DuPont in advance.
(e) The parties acknowledge and agree that any director or
observer nominated or designated by DCEO and DuPont will be under an obligation
to DuPont not to disclose to any person outside of DuPont, or use in other than
DuPont's business, any confidential information or material relating to the
business of DuPont or its subsidiaries. The parties acknowledge that there shall
be no obligation on the part of such director or observer to disclose any such
information or material to the Company, even if such disclosure would be of
interest or value to the Company.
(f) The right of DCEO and DuPont to nominate up to two
designees to be a director or observer shall terminate at such
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<PAGE>
time that the DuPont Group beneficially owns a number of Voting Securities that
represents less than 50% of the DuPont Voting Power that the DuPont Group held
immediately after the Closing.
5. RIGHT OF FIRST REFUSAL
To the extent required by paragraph 2(g), any member of the
DuPont Group, prior to making any offer to sell, sale or transfer of Voting
Securities, shall give the Company the opportunity to purchase such Voting
Securities in the following manner:
(a) Any member of the DuPont Group intending to make such
offer, sale or transfer shall give notice (the "Transfer Notice") to the Company
in writing of such intention, specifying the number of Voting Securities
proposed to be disposed of and the proposed price therefor, and the specific
offer to purchase such Voting Securities theretofore received and then remaining
open, identifying the offeror and setting forth all the terms of such offer
(including price). For purposes hereof a bona fide third-party tender or
exchange offer to purchase Voting Securities shall be deemed to be an offer at
the price specified therein, without regard to any provisions thereof with
respect to proration or conditions to the offeror's obligation to purchase.
(b) The Company shall have the right, exercisable by written
notice given by the Company to DuPont within thirty (30)
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<PAGE>
days after receipt of such Transfer Notice (or in the case of a tender or
exchange offer, no later than 24 hours prior to the latest time by which Voting
Securities must be tendered in order to be accepted pursuant to such offer or to
qualify for any proration applicable to such offer, provided that the Transfer
Notice is received by the Company no later than five (5) business days after the
tender offer materials have been received by DuPont) to exercise its right of
first refusal to purchase (or to cause a person or group designated by the
Company to purchase) all, but not a part of, the Voting Securities specified in
such Transfer Notice for cash at the price set forth therein.
(c) Except as set forth in Section 5(b) above, the following
procedures shall be followed with respect to a Transfer Notice which includes
any property other than cash:
(i) If the purchase price specified in the Transfer
Notice includes any property other than cash, such purchase price shall
be deemed to be the amount of any cash included in the purchase price
plus the value (as jointly determined by the parties or, in the event
the parties are unable to agree, by a nationally or regionally
recognized investment banking or consulting firm (the "Property
Valuation Firm"), which firm shall be selected by two other previously
chosen nationally or regionally recognized investment banking or
consulting firms, each of which was chosen by DuPont and the Company,
respectively, of such
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<PAGE>
other property included in such price. The parties shall share equally
the expenses incurred by the Property Valuation Firm.
(ii) The parties shall use their best efforts to
cause any determination of the value of any securities included in the
purchase price to be made within three (3) business days after the date
of delivery of the Transfer Notice. If the parties are unable to agree
upon the value of any such securities within such three-day period, the
parties shall promptly (but in no event later than five (5) business
days after the date of delivery of the Transfer Notice) cause the
selection of the Property Valuation Firm whose determination, which
shall be made within three (3) business days of its selection, shall be
conclusive.
(iii) The parties shall use their best efforts to
cause any determination of the value of property other than securities
to be made within five (5) business days after the date of delivery of
the Transfer Notice. If the parties are unable to agree upon a value
within such five-day period, the parties shall promptly (but in no
event later than seven (7) business days after the date of delivery of
the Transfer Notice) cause the selection of the Property Valuation Firm
whose determination, which shall be made within five (5) business days
of its selection, shall be conclusive.
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<PAGE>
(iv) If the above process to determine the value of
the other non-cash property is not completed within 15 calendar days of
the date of the Transfer Notice, then the Company's exercise of its
right of first refusal shall be extended until fifteen (15) calendar
days after the value of such other non-cash property is determined or
provided for in paragraphs 5(c)(i) and 5(c)(ii) above.
(d) If the Company exercises its right of first refusal
hereunder, the closing of the purchase of the Voting Securities with respect to
which such right has been exercised shall take place within 30 calendar days (or
if approval of such purchase by the Company's shareholders is required by law or
pursuant to any stock exchange rule or policy, within 90 calendar days) after
the Company gives notice of such exercise. Upon exercise of its right of first
refusal, the Company shall use its best efforts to secure all approvals required
in connection therewith.
(e) If the Company does not exercise its right of first
refusal hereunder within the time specified for such exercise, the DuPont Group
shall be free during the period of 90 calendar days following the expiration of
such time for exercise to sell the Voting Securities specified in such Transfer
Notice to the offeror identified therein at the price specified therein or at
any price in excess thereof. If the DuPont Group shall not have completed such
transfer within such 90-day period, the
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<PAGE>
restrictions or transfer imposed by this Section 4 shall again apply to any
proposed transfer of such Voting Securities.
6. FURTHER UNDERSTANDINGS
(a) DuPont, DCEO and the Company shall use their best efforts
to further the purposes of this Agreement and the spirit of cooperation which it
evidences. Each party will refrain from inducing or encouraging any other party
to interfere with the relationships and rights created hereby. The parties
recognize that the foregoing provisions of this paragraph (a) cannot and should
not be interpreted so as to restrict the ability of the Board of Directors of
the Company to take such action as such Board may deem to be in the best
interests of all the Company's shareholders, or the ability of the Board of
Directors of DuPont to take such action as such Board may deem to be in the best
interests of DuPont's shareholders.
(b) The Company and DuPont each agree to advise the other of
any intention on the part of the Company or any member of the DuPont Group, as
the case may be, to acquire outstanding Voting Securities of any class in order
to insure that such acquisitions of Voting Securities will conform to all
applicable legal requirements.
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<PAGE>
7. TERMINATION
(a) Notwithstanding any other provision of this Agreement,
either DuPont and DCEO or the Company may terminate this Agreement, in its sole
discretion, if (i) the other party fails to perform or observe any of its
obligations pursuant to this Agreement or (ii) DCEO's and DuPont's designees
pursuant to paragraph 4 are not elected to the positions specified therein
(except as provided for in paragraph 4(f)). In addition, the Company shall have
the right to terminate this Agreement, in its sole discretion, as provided in
paragraph 8(b).
(b) In the event of the termination of this Agreement pursuant
to this paragraph 7, unless the parties otherwise agree, DCEO and DuPont will
cause all its respective designees serving on the Board of Directors of the
Company pursuant to paragraph 4 to resign from such Board of Directors effective
as of the date of such termination.
8. MISCELLANEOUS
(a) DuPont, on the one hand, and the Company, on the other,
acknowledge and agree that irreparable damage would occur in the event any of
the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agree that the
parties shall be entitled to an injunction or injunctions to prevent
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<PAGE>
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof in any court of the United States or any state
thereof having jurisdiction, in addition to any other remedy to which they may
be entitled at law or equity.
(b) If any provision of this Agreement is in violation of any
statute, rule, regulation, order or decree of any governmental authority, court
or agency, or subjects any member of the DuPont Group to governmental regulation
to which it would not be subject except for such provision, then such member of
the DuPont Group shall be relieved of its obligations under such provision to
the minimum extent necessary to cure such violation or eliminate the
applicability of such regulation; and provided further that in the event any
member of the DuPont Group is relieved of its obligations under any provision of
this Agreement pursuant to this paragraph, the Company may terminate this
Agreement, in its sole discretion.
(c) If requested in writing by the Company, DuPont shall
present or cause to be presented promptly all certificates representing Voting
Securities now owned or hereafter acquired by members of the DuPont Group, for
the placement thereon of the following legend, which will remain thereon as long
as such Voting Securities are subject to the restrictions contained in this
Agreement:
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<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
THE PROVISIONS OF AN AGREEMENT DATED AS OF JANUARY 29, 1997, BETWEEN E.
I. DU PONT DE NEMOURS AND COMPANY AND HUDSON TECHNOLOGIES, INC., AND
MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH. A COPY
OF SAID AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY
OF HUDSON TECHNOLOGIES, INC.
The Company may enter a stop transfer order with the transfer agent or agents of
Voting Securities against the transfer of Voting Securities except in compliance
with the requirements of this Agreement. The Company agrees to remove promptly
any stop transfer order with respect to, and issue promptly unlegended
certificates in substitution for, certificates for any Voting Securities that
are no longer subject to the restrictions contained in this Agreement.
(d) As used herein, the term "affiliate" shall have the
meaning set forth in Rule 12b-2 under the Exchange Act (as in effect on January
29, 1997), and the term "person" shall mean any individual, partnership,
corporation, trust or other entity.
(e) This Agreement, the Stock Purchase Agreement, the
Shareholders Agreement and the Registration Agreement contain the entire
understanding of the parties with respect to the transactions contemplated
hereby and this Agreement may be amended only by an agreement in writing
executed by the parties hereto.
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<PAGE>
(f) Descriptive headings are for convenience only and shall
not control or affect the meaning or construction of any provision of this
Agreement.
(g) For the convenience of the parties, any number of
counterparts of this Agreement may be executed by the parties hereto and each
such executed counterpart shall be deemed to be, an original instrument.
(h) All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed given if delivered personally
or mailed by certified or registered mail, postage prepaid, return receipt
requested, or delivered to a nationally
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recognized next business day courier for delivery on the next business day, or
by facsimile, with a copy sent as aforesaid and in any instance addressed as
follows:
THE COMPANY:
Hudson Technologies, Inc.
25 Torne Valley Road
Hillburn, New York 10931-9900
Attention: President
DUPONT:
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
Attention: Vice President and Treasurer
DCEO:
Du Pont Chemical and Energy Operations, Inc.
DuPont Building, Room 8045
1007 Market Street
Wilmington, Delaware 19898
Attention: Administrator --
Du Pont Chemical and Energy Operations, Inc.
or such other address as shall be furnished in writing by any of the parties,
and any such notice or communication shall be deemed to have been given as of
the date so delivered personally, so mailed, so delivered to the courier
service, or so transmitted by telecopy (except that a notice of change of
address shall not be deemed to have been given until received by the addressee).
(i) From and after the Termination Date or earlier termination
of this Agreement in accordance with its terms, the covenants of the parties set
forth herein shall be of no further force or effect and the parties shall be
under no further obligation with respect thereto.
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(j) This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed therein.
(k) Each capitalized term not defined herein shall have the
meaning assigned to it by the provisions in which it is first used, or if not
defined in this Agreement, the meaning assigned to it by the Stock Purchase
Agreement.
IN WITNESS THEREOF, DuPont and the Company have caused this
Agreement to be duly executed by their respective officers, each of whom is duly
authorized, all as of the day and year first above written.
E. I. DU PONT DE NEMOURS AND COMPANY
by
- ----------------------------------
Name:
Title:
DU PONT CHEMICAL AND ENERGY OPERATIONS, INC.
by
- ----------------------------------
Name:
Title:
HUDSON TECHNOLOGIES, INC.
by
- ----------------------------------
Name:
Title:
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<PAGE>
REGISTRATION AGREEMENT
This Registration Agreement (the "Registration Agreement") is made and
entered into as of January 29, 1997, between DU PONT CHEMICAL AND ENERGY
OPERATIONS, INC., a Delaware corporation ("DCEO"), E. I. DU PONT DE NEMOURS AND
COMPANY, a Delaware corporation ("DUPONT") and HUDSON TECHNOLOGIES, INC., a New
York corporation ("HTI" or the "Company").
W I T N E S S E T H :
WHEREAS, DCEO, DUPONT and HTI are, simultaneously with this
Registration Agreement, entering into a certain Stock Purchase Agreement ("Stock
Purchase Agreement") to provide a constructive and mutually beneficial
relationship between HTI, DUPONT and DCEO, including the purchase of certain
shares of Common Stock, par value $0.01 per share of HTI.
NOW, THEREFORE, in consideration of the respective agreements herein
contained and in order to induce DCEO to enter into the Investment Agreement,
the parties agree as follows:
1. DEMAND REGISTRATION
(a) The demand registration rights of DCEO set forth in Section 1 of
this Registration Agreement may only be exercised by DCEO (i) anytime between
January 29, 1999 and January 29, 2002, and (ii) only one (1) time, after which
such demand registration rights shall terminate.
<PAGE>
(b) Subject to Section l(a), in the event that HTI shall receive a
written request from DCEO that HTI register under the Securities Act of 1933, as
amended (the "Act") on Form S-3, or any other similar form then in effect, and
provided that HTI is eligible to use such Form S-3, at least 500,000 Shares of
Common Stock then owned by DCEO (the "Shares"), HTI agrees that it will use its
best efforts to promptly file (but in no event more than forty-five (45) days
after such request) a registration statement and to cause such registration
statement to become effective as soon as practicable. In the case of any
registration pursuant to this Section 1 which involves a firm commitment
underwritten public offering, the managing underwriter or underwriters shall be
selected by DCEO and approved by HTI, which approval shall not be unreasonably
withheld, and HTI agrees to enter into an underwriting agreement in customary
form with such underwriters. HTI will use its best efforts to cause any such
registration to remain effective (with a prospectus at all times meeting the
requirements of the Act) for 90 days from the effective date of the registration
statement and will use its best efforts to effect such qualifications under
applicable Blue Sky or other state securities laws as may be reasonably
requested by DCEO (provided that HTI shall not be obligated to file a general
consent to service of process or to qualify to do business as a foreign
corporation or to otherwise subject itself to taxation solely for the purpose of
any such qualification) to permit or facilitate such sale or other distribution.
Notwithstanding the above, the Company will not be obligated to
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undergo an audit of its financial statements other than in the ordinary course
of its business.
(c) The Company may postpone for up to 60 days the filing or the
effectiveness of a registration statement for a Demand Registration if the
President of the Company delivers a written certificate to DCEO certifying that
the Company's Board of Directors (evidenced by a resolution) has determined that
public disclosure in a Registration Statement of certain information concerning
the Company at that time would materially adversely affect the financial
position or business of the Company; provided that in any such event, DCEO may
withdraw such request and that, if such request is withdrawn, such request will
not be deemed a Demand Registration. The Company may only make one election in
any 12-month period to postpone a Demand Registration pursuant hereto.
2. PIGGYBACK REGISTRATION
(a) The piggyback registration rights of DCEO set forth in Section 2 of
this Registration Agreement may be exercised by DCEO anytime between January 29,
1998 and January 29, 2002.
(b) Subject to Section 2(a), if HTI shall take action to register any
of its common stock for sale to the public for cash, it shall promptly give DCEO
written notice of its intention so to do (such notice shall in no event be given
later than five (5) business days after HTI and its underwriter have
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<PAGE>
signed a letter of intent with respect to such offering) and shall use its best
efforts to promptly file (but in no event more than forty-five (45) days after
such request) a registration statement and to cause such registration statement
to become effective as soon as practicable including such number of the Shares
held by DCEO as may be specified by written notice from DCEO delivered to HTI
within fifteen (15) days after receiving the written notice by HTI of its
intention to register; provided, however, that HTI shall not be required to
honor any such request of DCEO unless such request involves registration of at
least 100,000 Shares; provided, however, that if, in the written opinion of the
Company's managing underwriter, if any, for such offering, the inclusion of all
or a portion of the Shares requested to be registered will exceed the maximum
amount of the Company's securities which can be marketed (i) at a price
reasonably related to their then current market value, or (ii) without otherwise
materially adversely affecting the entire offering, then (x) the Company may
exclude from such offering all or a portion of the Shares which it has been
requested to register or (y) if the underwriter so requests, such Shares shall
not be sold until the expiration of 90 days from the effective date of the
offering that gave rise to the piggyback registration rights that are the
subject of this Section 2.
(c) Notwithstanding the provisions of this Section 2, the Company shall
have the right at any time after it shall have given written notice pursuant to
this Section 2
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<PAGE>
(irrespective of whether any written request for inclusion of Shares shall have
already been made) to elect not to file any such proposed registration
statement, or to withdraw the same after the filing but prior to the effective
date thereof.
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<PAGE>
3. PROSPECTUSES, DOCUMENTS, ETC.
Upon making a request for demand registration pursuant to Section 1
hereof or for piggyback registration pursuant to Section 2 hereof, DUPONT shall
furnish to HTI such information regarding DCEO's holdings and the proposed
manner of distribution thereof as shall be reasonably required in connection
with any registration, qualification or compliance referred to in such Sections,
and shall otherwise reasonably cooperate with HTI in the preparation and filing
of any registration statement, amendment or supplement required thereunder and
in any efforts by HTI to establish any exemptions under federal and state
securities laws. HTI agrees that it will furnish to DUPONT the number of
prospectuses, offering circulars or other documents, or any amendments or
supplements thereto, incident to any registration, qualification or compliance
referred to in Section 1 hereof as DCEO from time to time may reasonably
request.
4. EXPENSES
The obligations of HTI to register Shares held by DCEO shall be subject
to the following terms and conditions:
(a) With respect to a demand registration, DUPONT shall pay all
expenses of such registration, including (i) all underwriters' discounts and
commissions, (ii) all expenses (including filing fees) incurred in connection
with qualifying under state securities or Blue Sky laws, (iii) all other filing
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<PAGE>
fees, (iv) the cost of any customary insurance policy that the underwriters may,
in the exercise of their sole discretion, require in connection with such
registration, (v) the reasonable fees of HTI's legal counsel, (vi) the fees of
DUPONT's legal counsel, (vii) reasonable audit and other accounting fees and
expenses, and (viii) printing costs (together the "Registration Costs").
(b) With respect to a piggyback registration, DUPONT shall pay its
proportionate share of all expenses of such registration (the proportion to be
the number of Shares being so registered at DUPONT's request as compared to the
total number of shares of common stock being so registered), including (i) all
underwriters' discounts and commissions in connection with the Shares sold by
DCEO, (ii) its proportionate share of all expenses (including filing fees)
incurred in connection with the qualifying under state securities or Blue Sky
laws, except that with respect to any states requested by DUPONT and not the
underwriters, DUPONT shall pay all expenses incurred in connection with
qualifying under the state securities or Blue Sky laws of such states, (iii) its
proportionate share of all other filing fees, (iv) its proportionate share of
the fees of HTI's legal counsel, (v) all of the fees of DUPONT's legal counsel,
(vi) its proportionate share of audit and other accounting fees and expenses,
and (vii) its proportionate share of printing costs.
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<PAGE>
5. INDEMNIFICATION RELATING TO A REGISTRATION STATEMENT
(a) Whenever pursuant to Section 1 or Section 2 hereof a registration
statement relating to Shares is filed under the Act, HTI will indemnify and hold
harmless DUPONT and DCEO, each underwriter of any such Shares and each person,
if any, who controls any such underwriter, against any losses, claims, damages
or liabilities, joint or several, to which DUPONT and DCEO, any such underwriter
or any such controlling person may become subject under the Act or otherwise,
including any amount paid in settlement of any litigation, commenced or
threatened, if such settlement is effected with the written consent of HTI, and
to reimburse them for all legal or other expenses reasonably incurred by them in
connection with investigating or defending against such loss, claim, damage, or
liability (or actions in respect thereof), insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or misrepresentation or alleged untrue statement of a
material fact contained in such registration statement, or preliminary, final or
summary prospectus contained therein, as may be amended or supplemented, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading, unless such untrue statement or omission was
made in such registration statement or final prospectus in reliance upon and in
conformity with information furnished in writing to the
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<PAGE>
Company in connection therewith by DUPONT or any such underwriter or any such
person through DUPONT or the underwriter expressly for use therein; provided,
however, that the indemnity agreement contained in this Section 5 with respect
to any Preliminary Prospectus will not inure to the benefit of the underwriter
(or to the benefit of any other person that may be indemnified pursuant to this
Section 5 if (A) the person asserting any such losses, claims, damages, expenses
or liabilities purchased the Shares which are the subject thereof from the
underwriter or other indemnified person; (B) the underwriter or other
indemnified person failed to send or give a copy of the Prospectus to such
person at or prior to the written confirmation of the sale of such Shares to
such person; and (C) the Prospectus did not contain any untrue statement or
alleged untrue statement or omission or alleged omission giving rise to such
cause, claim, damage, expense or liability.
(b) Whenever pursuant to Section 1 or 2 hereof a registration statement
relating to Shares is filed under the Act, DUPONT and DUPONT's underwriter of
the Shares to be registered and each person, if any, who controls any such
underwriter (each such party being referred to severally in this subsection (b)
as the "indemnifying party"), will jointly and severally indemnify and hold
harmless HTI, each of its directors, each of its officers and agents who have
signed such registration statement (including consents) and each other person,
if any, who controls HTI, in the same manner and to the same extent as set forth
in
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<PAGE>
subsection (a) of this Section 5, with respect to any untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, or preliminary, final or summary prospectus contained therein, as may
be amended or supplemented, or with respect to any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, but only if, and to the extent that,
such untrue statement, alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished
to HTI by an indemnifying party specifically for use in the preparation thereof.
(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) of this Section 5 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under such clause, notify the indemnifying party in writing
of the commencement thereof; but the omission so to notify the indemnifying
party will not relieve the indemnifying party from any liability which it may
have to any indemnified party otherwise than under such subsections. In case any
such action shall be brought against any indemnified party, and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein, and, jointly with any other indemnifying
party similarly notified, to assume the defense thereof (unless such indemnified
party
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<PAGE>
reasonably objects to such assumption on the ground that there may be
legal defenses available to it which are different from or in addition to those
available to such indemnifying party) with counsel satisfactory to such
indemnified party. After such an assumption, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(d) For purposes of this Section 5 the terms "control", "controlling
person" and "underwriter" have the meanings which they have in and under the
Act.
6. MISCELLANEOUS
(a) DUPONT, DCEO and HTI acknowledge and agree that irreparable damage
would occur in the event any of the provisions of this Registration Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Registration Agreement and to enforce specifically the terms and provisions
hereof in any court of the United States or any State thereof having
jurisdiction, in addition to any other remedy to which any of them may be
entitled by law or equity.
(b) All notices, consents, requests, instructions, approvals and other
communications provided for herein and all
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<PAGE>
legal process in regard hereto shall be validly given, made or served, if in
writing and delivered or mailed as provided in the Stock Purchase Agreement.
(c) This Registration Agreement, the Stock Purchase Agreement, the
Shareholders' Agreement and the Standstill Agreement contain the entire
understanding of the parties with respect to the transactions contemplated
hereby and this Registration Agreement may be amended only by an agreement in
writing executed by the parties hereto.
(d) For the convenience of the parties, any number of counterparts of
this Registration Agreement may be executed by the parties hereto and each such
executed counterpart shall be, and shall be deemed to be, an original
instrument.
(e) Descriptive headings are for convenience only and shall not control
or affect the meaning or construction of any provisions of this Registration
Agreement.
(f) This Registration Agreement shall be binding upon the respective
successors and assigns of DUPONT, DCEO and HTI.
(g) This Registration Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed therein.
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<PAGE>
(h) As used herein the term "person" shall mean any individual,
partnership, corporation, trust or other entity.
7. DEFINITIONS
Each capitalized term used and not otherwise defined herein shall have
the meaning assigned to it by the Stock Purchase Agreement.
IN WITNESS WHEREOF, DUPONT, DCEO and HTI have caused this Registration
Agreement to be duly executed by their respective officers, each of whom is duly
authorized, all as of the day and year first above written.
E. I. DUPONT DE NEMOURS AND COMPANY
By
Name:
Title:
DU PONT CHEMICAL AND ENERGY OPERATIONS, INC.
By
Name:
Title:
HUDSON TECHNOLOGIES, INC.
By
Name:
Title:
<PAGE>
HTI
HUDSON
TECHNOLOGIES, INC.
THE REFRIGERANT LEADER Release
Contact: William Barron, VP/CFO
Stephen Cole-Hatchard, VP
Hudson Technologies, Inc.
914-368-4990 (ext. 33)
HILLBURN, N.Y. (January 29, 1997) -- Hudson Technologies Inc. (NASDAQ:HDSN)
today announced the formation of a strategic alliance with DuPont
Fluoroproducts, the nation's leading provider of refrigerant products. Hudson is
the leading provider nationwide of refrigerant management and reclamation
services. Concurrent with the alliance, DuPont acquired a ten percent ownership
position in Hudson.
Hudson will provide recovery, reclamation, separation, packaging and
testing services directly to DuPont for marketing through the DuPont Authorized
Distributor Network. In addition, Hudson will market DuPont refrigerant products
to selected market segments together with Hudson reclamation and refrigerant
management services.
Financial terms were not disclosed.
Mark S. Baunchalk, national sales and marketing manager of DuPont
Refrigerants said "the addition of Hudson's products and market access will be a
significant factor in supporting our growth strategies in the U.S. refrigerants
market. Hudson's leading-edge technology and capabilities will enhance our
competitive position by providing the DuPont Authorized Distributor Network with
'world class' refrigerant recovery and reclamation services which will become
the industry standard."
Kevin J. Zugibe, president and CEO of Hudson Technologies, said that
Hudson has maintained a close business relationship with DuPont for several
years; providing field service collection and reclamation of used
chlorofluorocarbon (CFC) and hydrochlorofluorocarbon (HCFC) products from DuPont
distributors.
"We are delighted that DuPont chose to align with Hudson. The ability
to provide DuPont refrigerants, in conjunction with our reclaimed products and
services, will enable Hudson to offer a full portfolio of products and services
to its customers," said Zugibe.
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DuPont has invested more than $500 million in the development of CFC
alternatives. DuPont "Suva" refrigerants are the industry standard for CFC
conversions and original equipment specifications. In addition to the
refrigerants offering, the company offers a broad range of products for other
applications -- "Formacel" blowing agents, "Vertrel" cleaning agents, "Dymel"
aerosol propellants, "Zyron" electronic gases and fire extinguishants.
Founded in 1991, Hudson provides refrigerant reclamation and management
services, in addition to reclaimed refrigerant products under the brand name
'Glacier'. From its eight regional facilities in New York (two), Florida (two),
Illinois, Nevada, North Carolina and Louisianna, Hudson specializes in the rapid
recovery and reclamation of all commonly-used refrigerants through its patented
reclamation equipment. Hudson also provides various refrigerant blending,
testing and packaging services, as well as refrigerant management training and
computer software products.
# # #
"Suva", "Formacel:, "Vertrel", and "Dymel" are DuPont registered trademarks.
"Glacier" is a Hudson trademark.
January 29, 1997
