As filed with the Securities and Exchange Commission on June 5, 2000.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HUDSON TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
New York 13-3641539
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
275 North Middletown Road, Pearl River, New York 10965
(Address of principal executive offices) (Zip Code)
1997 Stock Option Plan, as amended
(Full title of the plan)
Kevin J. Zugibe, P.E., Hudson Technologies, Inc.
275 North Middletown Road, Pearl River, New York 10965
(Name and address of agent for service)
(914) 735-6000
(Telephone number, including area code, of agent for service)
Copy to:
Robert J. Mittman, Esq.
Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Aggregate Price Per Aggregate Offering Amount of
be Registered Registered Share(1) Price(1) Registration Fee
Common Stock,
par value $.01 2,000,000
per share(2) shares $2.49 $4,980,000 $1,314.72
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and based (a) as to the 847,566 shares purchasable upon the exercise of options
previously granted under the registrant's 1997 Stock Option Plan, as amended on
August 19, 1999 (the "Plan") upon the average price at which such options may be
exercised and (b) as to the remaining 1,152,434 shares issuable upon exercise of
options reserved for issuance under the Plan on the basis of the high and low
sales price for the registrant's Common Stock as quoted on NASDAQ on May 30,
2000.
(2) Pursuant to Rule 416, there are also being registered additional shares
of Common Stock as may become issuable pursuant to the anti-dilution provisions
of the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item I. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(1) Annual Report on Form 10-KSB for the fiscal year ended December 31,
1999;
(2) Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000;
(3) The description of the registrant's Common Stock contained in its
Registration Statement on Form 8-A, together with any amendment or report filed
by the registrant with the Commission for the purpose of updating such
description; and
(4) All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the respective date of filing of such documents. Any
statement contained in a document incorporated by reference herein is modified
or superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
The New York Business Corporation Law (Sections 721 through 726) permits a
corporation to indemnify any of its directors and officers for acts performed in
their capacities, subject to certain conditions. Paragraph 3 of the Certificate
of Incorporation of the Registrant provides that a director shall not be liable
to the corporation or its shareholders for damages for any breach of duty in
such capacity except for liability if a judgment or other final adjudication
adverse to the director establishes that his or her acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law or
that the director personally gained a financial profit or other advantage to
which he or she was not legally entitled or that the director's acts violated
Section 719 of the Business Corporation Law. Paragraph 17 of Article III of the
Registrant's By-laws provide for indemnification of directors and officers to
the fullest extent permitted by the New York Business Corporation Law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
5 Opinion of Blank Rome
Tenzer Greenblatt LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Blank Rome
Tenzer Greenblatt LLP
(included in Exhibit 5)
24 Powers of Attorney
(included on Page II-4)
II-2
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing procedures, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Hillburn, Town of Ramapo, State of New York, on
this 31st day of May 2000
HUDSON TECHNOLOGIES, INC.
By:/s/ Kevin J. Zugibe
--------------------------------
Kevin J. Zugibe, Chairman of the
Board, Chief Executive Officer
and President
Each person whose signature appears below authorizes each of Kevin J.
Zugibe and Stephen P. Mandracchia or either of them as his true and lawful
attorney-in-fact with full power of substitution to execute in the name and on
behalf of each person, individually and in each capacity stated below, and to
file any and all amendments to this Registration Statement, including any and
all post-effective amendments thereto.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following person in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Kevin J. Zugibe Chairman of the Board, May 31, 2000
------------------- Chief Executive Officer
Kevin J. Zugibe and President (Principal
Executive Officer)
/s/ Stephen P. Mandracchia Executive Vice President; May 31, 2000
-------------------------- Secretary and Director
Stephen P. Mandracchia
/s/ Thomas P. Zugibe Executive Vice President May 31, 2000
-------------------- and Director
Thomas P. Zugibe
/s/ Brian Coleman Vice President and Chief May 31, 2000
----------------- Financial Officer (Principal
Brian Coleman Financial and Accounting Officer)
/s/ Vincent P. Abbatecola Director May 31, 2000
-------------------------
Vincent P. Abbatecola
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<PAGE>
/s/ Otto C. Morch Director May 31, 2000
-----------------
Otto C. Morch
/s/ Harry C. Schell Director May 31, 2000
-------------------
Harry C. Schell
Director May __, 2000
-------------------
Dominic J. Monetta
/s/ Robert L. Burr Director May 31, 2000
------------------
Robert L. Burr
Director May __, 2000
------------------
Robert M. Zech
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<PAGE>
Exhibit Index
Exhibit
No. Description
------- -----------
5 Opinion of Blank Rome Tenzer Greenblatt LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Blank Rome Tenzer Greenblatt LLP (included in
Exhibit 5)
24 Powers of Attorney (included on Page II-4 of the
Registration Statement)
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