<PAGE>
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Confidential-For Use of the
/ / Preliminary proxy statement Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Hudson Technologies, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined).
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total Fee Paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing party:
________________________________________________________________________________
(4) Date filed:
<PAGE>
HUDSON TECHNOLOGIES, INC.
275 North Middletown Road
Pearl River, New York 10965
July 25, 2000
Dear Fellow Shareholders:
You are cordially invited to attend the Annual Meeting of
Shareholders which will be held on Thursday, August 24, 2000, at 10:00 A.M. at
the Sheraton Crossroads Hotel, 1 International Boulevard, Mahwah, New Jersey
07405.
The Notice of Annual Meeting and Proxy Statement which follow
describe the business to be conducted at the meeting.
Whether or not you plan to attend the Annual Meeting in
person, it is important that your shares be represented and voted. After reading
the enclosed Notice of Annual Meeting and Proxy Statement, I urge you to
complete, sign, date and return your proxy card in the envelope provided. If the
address on the accompanying material is incorrect, please inform our Transfer
Agent, Continental Stock Transfer & Trust Company, at 2 Broadway, New York, New
York 10004, in writing, of the correct address.
Your vote is very important, and we will appreciate a prompt
return of your signed proxy card. We hope to see you at the meeting.
Cordially,
Kevin J. Zugibe
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
HUDSON TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 24, 2000
To the Shareholders of HUDSON TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
of Hudson Technologies, Inc. (the "Company") will be held on Thursday, August
24, 2000, at 10:00 A.M., at the Sheraton Crossroads Hotel, 1 International
Boulevard, Mahwah, New Jersey 07405, for the following purposes:
1. To elect a class of four directors who shall serve until the 2002
Annual Meeting of Stockholders, or until their successors have been elected and
qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on July
24, 2000 are entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof.
By Order of the Board of Directors
Stephen P. Mandracchia
Secretary
July 25, 2000
--------------------------------------------------------------------------------
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING:
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
--------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
HUDSON TECHNOLOGIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 24, 2000
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Hudson Technologies, Inc.
(the "Company") for use at the Annual Meeting of Shareholders (the "Annual
Meeting") to be held on Thursday, August 24, 2000, and including any adjournment
or adjournments thereof, for the purposes set forth in the accompanying Notice
of Meeting.
Management intends to mail this proxy statement and the
accompanying form of proxy to shareholders on or about July 25, 2000.
Proxies in the accompanying form, duly executed, returned to
the management of the Company and not revoked, will be voted at the Annual
Meeting. Any proxy given pursuant to such solicitation may be revoked by the
shareholder at any time prior to the voting of the proxy by a subsequently dated
proxy, by written notification to the Secretary of the Company, or by personally
withdrawing the proxy at the Annual Meeting and voting in person.
The address and telephone number of the principal executive
offices of the Company are:
275 North Middletown Road
Pearl River, New York 10965
Telephone No.: (914) 735-6000
OUTSTANDING STOCK AND VOTING RIGHTS
Only shareholders of record at the close of business on July
24, 2000 (the "Record Date") are entitled to notice of and to vote at the Annual
Meeting. As of the Record Date, there were issued and outstanding 5,088,820
shares of the Company's common stock, par value $.01 per share ("Common Stock")
and 69,712 shares of the Company's Series A Preferred Stock, par value $.01 per
share ("Preferred Stock"), the only classes of voting securities of the Company.
Each share of Common Stock entitles the holder thereof to one vote on each
matter submitted to a vote at the Annual Meeting. The holders of the shares of
Preferred Stock vote together with holders of Common Stock as one class except
that only holders of the Preferred Stock are entitled to vote on the election of
the two directors appointed by them pursuant to the terms of the Company's
Certificate of Designation relating to the Preferred Stock (the "Series A
Directors"). Messrs. Robert L. Burr and Robert M. Zech are the two Series A
Directors who have previously been elected by the holders of the Preferred
Stock. Each share of Preferred Stock entitles the holder to such number of votes
per share on each such action as shall equal the number of shares of Common
Stock (including fractions of a share) into which each share of Preferred Stock
is then convertible (which is currently approximately 42.105 shares of Common
Stock for each share of Preferred Stock, or an aggregate of 2,935,224 shares);
provided, however, that each holder of Preferred Stock has irrevocably
constituted Kevin J. Zugibe and Stephen P. Mandracchia, and each of them, as
such holder's proxy, with full power of substitution in each of them, in the
name, place and stead of such holder, to vote at all meetings of the
stockholders of the Company (other than with respect to matters requiring a
separate class vote of holders of the Preferred Stock) that number of voting
shares of the Company of all classes held by such holder and its affiliates, in
the aggregate, as shall exceed twenty-nine percent (29%) of the votes entitled
to be cast by all shareholders of the Company.
<PAGE>
VOTING PROCEDURES
At the Annual Meeting, Mr. Robert M. Zech will be elected by a
plurality of the votes cast by holders of Preferred Stock, in person or,
provided a quorum of Preferred Stock is present, at the Annual Meeting. All
other directors will be elected by a plurality of the votes cast by the holders
of Common Stock and Preferred Stock, voting together as one class, in person or
represented by proxy at the Annual Meeting, provided a quorum is present at the
meeting. All other matters to be acted upon at the meeting will be decided by
the majority of the votes cast by the holders of the shares of Common Stock and
Preferred Stock, voting together as one class, who are entitled to vote on the
matter, present in person or represented by proxy at the Annual Meeting,
provided a quorum is present. For purposes of the election of Mr. Zech by
holders of Preferred Stock, a quorum will be present at the Annual Meeting if
holders of a majority of the votes represented by holders of the Preferred Stock
are present in person or represented by proxy at the Annual Meeting. For the
election of the other directors, and for all other purposes, a quorum will be
present at the Annual Meeting if the holders of a majority of the outstanding
aggregate votes represented by holders of the Common Stock and Preferred Stock
as of the Record Date are present in person or represented by proxy. Votes will
be counted and certified by one or more Inspectors of Election who are expected
to be employees of Continental Stock Transfer & Trust Company, the Company's
transfer agent.
In accordance with applicable law, abstentions and "broker
non-votes" (i.e., proxies from brokers or nominees indicating that such persons
have not received instructions from the beneficial owners or other persons
entitled to vote shares as to a matter with respect to which the brokers or
nominees do not have discretionary power to vote) will be treated as present for
purposes of determining the presence of a quorum. Based upon the Company's
understanding of the requirements of the law of the State of New York and the
Certificate of Incorporation and By-laws, as amended (the "By-laws"), of the
Company, "votes cast" at a meeting of shareholders by the holders of shares
entitled to vote are determinative of the outcome of the matter to be voted on.
Failures to vote, broker non-votes and abstentions will not be considered "votes
cast."
Proxies will be voted in accordance with the instructions
thereon. Unless otherwise stated, all shares represented by such proxy will be
voted as instructed. Proxies may be revoked as noted above.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's By-laws provide that the Board of Directors (the
"Board") is divided into two classes. Each class is to have a term of two years
(the term of each class expiring in successive years) and is to consist, as
nearly as possible, of one-half of the number of directors constituting the
entire Board. The By-laws provide that the number of directors shall be fixed by
the Board of Directors but in any event, shall be no less than seven (7)
(subject to decrease by a resolution adopted by the shareholders). In 1999, the
Board of Directors was increased to nine members. Two members of the board,
Messrs. Burr and Zech, were initially elected as Series A Directors by vote of
the Holders of the Company's Series A Preferred Stock.
At the Annual Meeting, a class of four directors will be
elected for a two-year term expiring at the Annual Meeting of Shareholders to be
held in 2002. Messrs. Kevin J. Zugibe, Harry C. Schell, Dominic J. Moretta and
Robert M. Zech are the nominees for election to such positions, except that only
the holders of the Preferred Stock are entitled to vote for the election of Mr.
Zech. The other class of directors, consisting of Messrs. Thomas P. Zugibe,
Stephen P. Mandracchia, Vincent P. Abbatecola, Robert L. Burr and Otto C. Morch
,will not stand for election at the Annual Meeting because their respective
terms expire at the Annual Meeting of Shareholders to be held in 2001.
-2-
<PAGE>
Proxies will be voted for the nominees named below, unless
authority is withheld. Should any nominee not be available for election, proxies
will be voted for such substitute nominee as may be designated by the Board of
Directors. Each of the nominees has indicated to the Board that he will be
available.
The following is information with respect to the nominees for
election as directors at the Annual Meeting:
<TABLE>
<CAPTION>
Name of Nominee Age Position
--------------- --- --------
<S> <C>
Kevin J. Zugibe 36 Chairman of the Board, President and Chief
Executive Officer
Harry C. Schell 66 Director
Dominic J. Monetta 58 Director
Series A Director Nominee
-------------------------
(To be elected only by holders of the
Preferred Stock)
Robert M. Zech 34 Director
</TABLE>
Kevin J. Zugibe, a founder of the Company, has been Chairman
of the Board and Chief Executive Officer of the Company since its inception in
1991 and President since July 1999. Since May 1994, Mr. Zugibe has devoted his
full business time to the Company's affairs. From May 1987 to May 1994, Mr.
Zugibe was employed as a power engineer with Orange and Rockland Utilities, Inc.
Mr. Zugibe is a licensed professional engineer, and from December 1990 to May
1994, he was a member of Kevin J. Zugibe & Associates, a professional
engineering firm.
Harry C. Schell has been a director of the Company since
August 1998. Mr. Schell has been a private investor since 1994. Mr. Schell
served as Chairman, President and Chief Executive Officer of BICC Cables
Corporation, a company engaged in the manufacture of wire and cable products,
from 1990 to January 1994, and was President and Chief Executive Officer of
BICC's predecessor company, Cablec Corporation, from 1984 to 1990. Mr. Schell
was President and Chief Executive Officer of Phelps Dodge Cable and Wire
Company, a company engaged in the production of wire and cable products, from
1974 to 1984. Mr. Schell serves on the board of directors of the BICC Group and
BICC Cables Corporation, Phillips Cables Limited, National Electrical
Manufacturers Association, and the United Way of Rockland County.
Dominic J. Monetta has been a director of the Company since
April 1996. Since August 1993, he has been the President of Resource
Alternatives, Inc., a firm providing management and technological solutions to
executive managers. From December 1991 to May 1993, Mr. Monetta served as
Director of Defense Research and Engineering for the Research and Advanced
Technology Office of the United States Department of Defense. From June 1989 to
December 1991, he served as the Director of the Office of New Production
Reactors of the United States Department of Energy.
Robert M. Zech has been employed by Fleming Asset Management,
a division of Robert Fleming Inc., a merchant bank, since 1996, serving as a
senior Vice President since April 2000 and as a Vice President prior thereto.
From 1994 to 1996, Mr. Zech was an Investment Analyst with Cramer Rosenthal
McGlynn Inc., an investment management firm. Prior to that time, Mr. Zech served
as an Associate with Wolfensohn & Co., a mergers & acquisitions advisory firm,
and was a Financial Analyst at leveraged buyout sponsor Merrill Lynch Capital
Partners, Inc. and in the investment banking division of Merrill Lynch & Co. Mr.
Zech received an MBA from Harvard Business School and a BS from Georgetown
University's School of Foreign Service. Mr. Zech serves on the board of
directors of Displaytech, Inc.
-3-
<PAGE>
The following is information with respect to the directors
whose terms of office expire at the Annual Meeting of Shareholders to be held in
the year 2001:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C>
Thomas P. Zugibe 47 Executive Vice President and Director
Stephen P. Mandracchia 40 Executive Vice President, Secretary and Director
Vincent P. Abbatecola 54 Director
Otto C. Morch 67 Director
Robert L. Burr 49 Director
</TABLE>
Thomas P. Zugibe, a founder of the Company, has been a
director since April 1995 and an Executive Vice President of the Company since
January 1997. He served as a Vice President of the Company from its inception in
1991 until his appointment as Executive Vice President in January 1997. Prior to
May 1995, Mr. Zugibe devoted only a portion of his business time to the affairs
of the Company. Since May 1995, he has been employed by the Company on a full
time basis. Mr. Zugibe was engaged in the practice of law in the State of New
York from 1980 and since 1995 has been on an extended leave from the
Garnerville, New York law firm of Ferraro, Zugibe & Albrecht. He is also a
Justice for the Village of West Haverstraw, New York. Mr. Zugibe is the brother
of Kevin J. Zugibe, Chairman of the Board, President and Chief Executive Officer
of the Company.
Stephen P. Mandracchia has been an Executive Vice President of
the Company since January 1997 and Secretary of the Company since April 1995. He
served as a Vice President of the Company from January 1993 to January 1997 and
as a director of the Company from June 1994 to August 1996. Prior to September
1995, Mr. Mandracchia devoted only a portion of his business time to the
Company's affairs. Mr. Mandracchia, a member of the bar of the State of New
York, was a member of Martin, Vandewalle, Donohue, Mandracchia & McGahan, a
Great Neck, New York law firm from 1983 to December 1995. Mr. Mandracchia is the
brother-in law of Messrs. Kevin J. Zugibe and Thomas P. Zugibe.
Vincent P. Abbatecola has been a director of the Company since
June 1994. Mr. Abbatecola is the owner of Abbey Ice & Spring Water Company,
Spring Valley, New York, where he has been employed since 1971. Mr. Abbatecola
serves as Chairman of the Board of Mid Atlantic Ice Association, an industry
trade association.
Otto C. Morch has been a director of the Company since March
1996. Mr. Morch was Senior Vice President, Commercial Banking, at Provident
Savings Bank, F.A., for more than five years until his retirement in December
1997.
Robert L. Burr has been a Director of Fleming Asset
Management, a division of Robert Fleming, Inc., a merchant bank, since 1995.
From 1992 to 1995, Mr. Burr was head of Private Equity at Kidder, Peabody & Co.,
Inc. Prior to that time, Mr. Burr served as the Managing General Partner of
Morgan Stanley Ventures and General Partner of Morgan Stanley Venture Capital
Fund I, L.P. and was a corporate lending officer with Citibank, N.A. Mr. Burr
received an MBA from Columbia University and a BA from Stanford University. Mr.
Burr serves on the board of directors of Caliber Learning Network, Inc.
-4-
<PAGE>
During the fiscal year ended December 31, 1999 ("Fiscal
1999"), the Board held 12 meetings. Each of the current directors attended at
least 75% of the total number of meetings of the Board held during the period he
served as a director during such year.
The Company has established a Compensation Stock Option
Committee of the Board of Directors, which is responsible for recommending the
compensation of the Company's executive officers and for the administration of
the Company's Stock Option Plans. The members of the such Committee are Messrs.
Abbatecola, Morch, Burr and Schell. The Company has an Audit Committee of the
Board of Directors, which supervises the audit and financial procedures of the
Company. The members of the Audit Committee are Messrs. Abbatecola, Morch and
Zech. The Company has an Executive Committee of the Board of Directors, which is
authorized to exercise the powers of the board of directors in the general
supervision and control of the business affairs of the Company during the
intervals between meetings of the board. The members of the Executive Committee
are Messrs. Schell, Zech and Kevin J. Zugibe. In 1999, the Company established
an Occupational, Safety And Environmental Protection Committee, which is
responsible for satisfying the Board that the Company's Environmental, Health
and Safety policies, plans and procedures are adequate. The members of the
Occupational, Safety and Environmental Protection Committee are Messrs.
Mandracchia, Monetta and Thomas P. Zugibe.
Compensation of Directors
Non-employee directors receive an annual fee of $3,000 and
receive reimbursement for out-of-pocket expenses incurred, and an attendance fee
of $500 and $250, respectively, for attendance at meetings of the Board of
Directors and Board committee meetings. In addition, commencing in August 1998,
non-employee directors receive 5,000 non-qualified stock options per year of
service under the Company's Stock Option Plans.
To date, the Company has granted to Harry C. Schell
nonqualified options to purchase 20,000 shares of Common Stock at exercise
prices ranging from $2.38 to $3.00 per share. Such options vested and are fully
exercisable as of December 31, 1999. The Company has also granted to each of
Dominic J. Monetta, Otto Morch and Vincent Abbatecola, nonqualified options to
purchase 10,000 shares of Common Stock at exercise prices ranging from $2.38 to
$3.00 per share. Such options vested and are fully exercisable as of December
31, 1999. In addition, the Company has granted to Fleming US Discovery Fund III,
L.P. and Fleming US Discovery Offshore Fund III, L.P., holders of the Company's
Series A Preferred Stock who have appointed Messrs. Burr and Zech to the
Company's Board of Directors, nonqualified options to purchase 8,618 and 1,382
shares of common stock at an exercise price of $2.38 per share. All such options
issued to the directors are vested and fully exercisable at December 31, 1999.
Executive Officers
In addition to Messrs. Kevin J. Zugibe, Thomas P. Zugibe, and
Stephen P. Mandracchia, Messrs. Walter A. Phillips and Brian Coleman serve as
executive officers of the Company. Executive officers are elected annually and
serve at the pleasure of the Board. The following is information with respect to
such executive officers:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C>
Walter A. Phillips 48 Vice President of Marketing and Strategic Planning
Brian Coleman 38 Vice President and Chief Financial Officer
</TABLE>
-5-
<PAGE>
Walter A. Phillips has been Vice President of Marketing and
Strategic Planning of the Company since October 1996. From January 1990 to
October 1996, he was employed by York International, a manufacturer of air
conditioners ("York"), in various sales and marketing positions, most recently
as National Service Sales and Marketing Manager for York's United States service
business.
Brian Coleman has been Vice President and Chief Financial
Officer of the Company since May 1997. Prior thereto, he was employed for 10
years by BDO Seidman, LLP, the Company's independent auditors, in various
positions, including as a partner from 1995 to May 1997. Mr. Coleman is a
licensed certified public accountant in the State of New York.
Section 16(a) Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires the Company's officers and directors and
persons who own more than 10% of a registered class of the Company's equity
securities to file reports of ownership and changes in ownership ("Reporting
Persons") with the Securities and Exchange Commission (the "SEC"). Reporting
Persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on the Company's review of the copies of such
forms received by the Company, the Company believes that during the year ended
December 31, 1999 all filing requirements applicable to its officers, directors,
and greater than 10 percent beneficial stockholders were complied with except
that (i) Messrs. Burr and Zech failed to timely file a Form 3 upon becoming
directors of the Company, (ii) Messrs. Kevin Zugibe, Thomas P. Zugibe, Stephen
Mandracchia, Brian Coleman and Walter Philips failed to timely file a Form 4
with respect to options to purchase 1,000 shares of the Company's common stock
granted to each of them in March 1999, (iii) Messrs. Abbatecola, Morch and
Monetta failed to timely file a Form 4 with respect to options to purchase 5,000
shares of the Company's common stock granted to each of them in August 1999,
(iv) Mr. Schell failed to timely file a Form 4 with respect to options to
purchase 10,000 shares of the Company's common stock granted to him in August
1999; and (v) Mr. Abbatecola failed to timely file a Form 4 with respect to the
1,500 shares of the company's common stock purchased by him in 1999.
-6-
<PAGE>
EXECUTIVE COMPENSATION
The following table discloses the compensation earned for
each of the last three fiscal years by Kevin J. Zugibe, the Company's Chief
Executive Officer, and the other executive officers whose salary was in excess
of $100,000 during Fiscal 1999 (the "Named Executives").
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation (1) Compensation Awards
----------------------- -------------------
Securities
Name Position Year Salary Bonus Underlining Options
---- -------- ---- ------ ----- -------------------
<S> <C> <C> <C>
Kevin J. Zugibe Chairman of the Board, 1999 $136,279 -- 1,000 shares
President and Chief Executive 1998 $134,800 -- 40,000 shares
Officer 1997 $158,631 -- 58,000 shares
Eugene J. Tonkovich (2) President and Chief Operating 1999 $128,124 -- 1,000 shares
Officer 1998 $ 91,238 -- 250,000 shares(3)
1997 -- -- --
Stephen P. Mandracchia Executive Vice President and 1999 $108,124 -- 1,000 shares
Secretary 1998 $104,800 -- 25,000 shares
1997 $120,554 -- 40,000 shares
Thomas Zugibe Executive Vice President 1999 $104,800 -- 1,000 shares
1998 $104,800 -- 25,000 shares
1997 $120,169 -- 40,000 shares
Walter A. Phillips Vice President Marketing & 1999 $160,781 -- 1,000 shares
Strategic Operations 1998 $148,312 -- 10,000 shares
1997 $213,145 -- 22,000 shares
Brian F. Coleman Vice President and Chief 1999 $138,124 -- 1,000 shares
Financial Officer 1998 $124,900 -- 25,000 shares
1997 $ 79,950 -- 40,000 shares
</TABLE>
----------
(1) The value of personal benefits furnished to the Named Executives during
1997, 1998 and 1999 did not exceed 10% of their respective annual
compensation.
(2) In July 1999, Mr. Tonkovich resigned all officership positions with the
Company and continued to provide consulting services to the Company through
May 2000. Mr. Kevin J. Zugibe has succeeded to the position of President.
(3) In 1999, options to purchase 100,000 of the 250,000 shares of Common Stock
have been cancelled.
-7-
<PAGE>
The Company granted options, vesting immediately on the date of grant, to the
Named Executives during the fiscal year ended December 31, 1999, as shown in the
following table:
Summary of Stock Options Granted to Named Executives
<TABLE>
<CAPTION>
Number of % of Total
Securities Options
Underlying Granted to
Options Employees in
Granted Fiscal Year
---------- ------------ Exercise or
Name Position Shares Percent Base price ($/sh) Expiration Date
---- -------- ------ ------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Kevin J. Zugibe Chairman, President and 1,000 .4% $2.00 03/24/2004
Chief Executive Officer
Thomas P. Zugibe Executive Vice President 1,000 .4% $2.00 03/24/2004
Stephen P. Mandracchia Executive Vice President 1,000 .4% $2.00 03/24/2004
Walter A. Phillips Vice President of 1,000 .4% $1.78 03/24/2004
Marketing and Strategic
Operations
Brian F. Coleman Vice President and 1,000 .4% $1.78 03/24/2004
Chief Financial Officer
</TABLE>
-8-
<PAGE>
Aggregated Fiscal Year End Option Values
The following table sets forth information concerning the
value of unexercised stock options held by Named Executives at December 31,
1999. No options were exercised by the Named Executives during the fiscal year
ended December 31, 1999.
<TABLE>
<CAPTION>
Number of Securities Underlying
Shares Unexercised Options At Value of In-the-money Options
Acquired December 31, 1999 At December 31, 1999 (1)
on Value ----------------- ------------------------
Name and Position Exercise Received Exercisable Unexercisable Exercisable Unexercisable
----------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Kevin J. Zugibe -- -- 81,000 18,000 0 0
Chairman, President and Chief
Executive Officer
Thomas P. Zugibe, Executive -- -- 66,000 0 0 0
Vice President
Stephen P. Mandracchia, -- -- 66,000 0 0 0
Executive Vice President and
Secretary
Walter A. Phillips, Vice -- -- 48,000 0 0 0
President of Marketing and
Strategic Planning
Brian F. Coleman, Vice -- -- 68,000 0 0 0
President and Chief Financial
Officer
</TABLE>
----------
(1) Year-end values of unexercised in-the-money options represent the positive
spread between the exercise price of such options and the year-end market
value of the Common Stock of $1.50.
Employment Agreements
The Company has entered into a two-year employment agreement
with Kevin J. Zugibe, which expires in May 2001 and is automatically renewable
for successive two-year terms. Pursuant to the agreement, effective February 1,
2000, Mr. Zugibe is receiving an annual base salary of $70,000 with such
increases and bonuses as the Board may determine. The Company is the beneficiary
of a "key-man" insurance policy on the life of Mr. Zugibe in the amount of
$1,000,000.
The Company has also entered into three-year employment
agreement with Mr. Coleman which provides for an annual base salary of $130,000,
which expired in May 2000. A new contract with Mr. Coleman has not been
executed.
-9-
<PAGE>
Stock Option Plan
1994 Stock Option Plan
The Company has adopted an Employee Stock Option Plan (the
"Plan") effective October 31, 1994 pursuant to which 725,000 shares of Common
Stock are currently reserved for issuance upon the exercise of options
designated as either (i) options intended to constitute ISOs under the Code, or
(ii) nonqualified options. ISOs may be granted under the Plan to employees and
officers of the Company. Non-qualified options may be granted to consultants,
directors (whether or not they are employees), employees or officers of the
Company. Stock appreciation rights may also be issued in tandem with stock
options.
The Plan is intended to qualify under Rule 16b-3 under the
Exchange Act and is administered by a committee of the Board of Directors, which
currently consists of Messrs. Abbatecola, Morch, Schell and Burr. The committee,
within the limitations of the Plan, determines the persons to whom options will
be granted, the number of shares to be covered by each option, whether the
options granted are intended to be ISOs, the duration and rate of exercise of
each option, the exercise price per share and the manner of exercise and the
time, manner and form of payment upon exercise of an option. Unless sooner
terminated, the Plan will expire on December 31, 2004.
ISOs granted under the Plan may not be granted at a price less
than the fair market value of the Common Stock on the date of grant (or 110% of
fair market value in the case of persons holding 10% or more of the voting stock
of the Company). The aggregate fair market value of shares for which ISOs
granted to any employee are exercisable for the first time by such employee
during any calendar year (under all stock option plans of the Company) may not
exceed $100,000. Non-qualified options granted under the Plan may not be granted
at a price less than 85% of the market value of the Common Stock on the date of
grant. Options granted under the Plan will expire not more than ten years from
the date of grant (five years in the case of ISOs granted to persons holding 10%
or more of the voting stock of the Company). All options granted under the Plan
are not transferable during an optionee's lifetime but are transferable at death
by will or by the laws of descent and distribution. In general, upon termination
by of employment of an optionee, all options granted to such person which are
not exercisable on the date of such termination immediately terminate, and any
options that are exercisable terminate 90 days following termination of
employment.
As of December 31, 1999, options to purchase 248,266 shares of
Common Stock were issued under the Plan. During 1999, the Company granted
options to purchase 70,000 shares to employees, exercisable at prices ranging
from $1.94 to $2.50 per share.
1997 Stock Option Plan
The Company has adopted the 1997 Stock Option Plan (the "1997
Plan"), pursuant to which 2,000,000 shares of Common Stock are currently
reserved for issuance upon the exercise of options designated as either (i)
options intended to constitute "ISOs" under the Code, or (ii) nonqualified
options. ISOs may be granted under the 1997 Plan to employees and officers of
the Company. Non-qualified options may be granted to consultants, directors
(whether or not they are employees), employees or officers of the Company. Stock
appreciation rights may also be issued in tandem with stock options.
The 1997 Plan is intended to qualify under Rule 16b-3 under
the Exchange Act and is administered by a committee of the Board of Directors,
which currently consists of Messrs. Abbatecola, Morch, Schell & Burr. The
committee, within the limitations of the 1997 Plan, determines the persons to
whom options will be granted, the number of shares to be covered by each option,
whether the options granted are intended to be ISOs, the duration and rate of
exercise of each option, the exercise price per share and the manner of exercise
and the time, manner and form of payment upon exercise of an option. Unless
sooner terminated, the 1997 Plan will expire on June 11, 2007.
-10-
<PAGE>
ISOs granted under the 1997 Plan may not be granted at a price
less than the fair market value of the Common Stock on the date of grant (or
110% of fair market value in the case of persons holding 10% or more of the
voting stock of the Company). The aggregate fair market value of shares for
which ISOs granted to any employee are exercisable for the first time by such
employee during any calendar year (under all stock option plans of the Company)
may not exceed $100,000. Non-qualified options granted under the 1997 Plan may
not be granted at a price less than 85% of the market value of the Common Stock
on the date of grant. Options granted under the 1997 Plan will expire not more
than ten years from the date of grant (five years in the case of ISOs granted to
persons holding 10% or more of the voting stock of the Company). All options
granted under the 1997 Plan are not transferable during an optionee's lifetime
but are transferable at death by will or by the laws of descent and
distribution. In general, upon termination of employment of an optionee, all
options granted to such person which are not exercisable on the date of such
termination immediately terminate, and any options that are exercisable
terminate 90 days following termination of employment.
As of December 31, 1999, the Company granted options to
purchase 786,266 shares of Common Stock under the 1997 Plan. During 1997,
options to purchase 40,000, 25,000 and 25,000 shares at an exercise price of
$4.47 per share were granted to Kevin J. Zugibe, Stephen P. Mandracchia and
Thomas P. Zugibe, respectively. Such options vested and are fully exercisable.
Additionally, during 1997, options to purchase 18,000, 15,000 and 15,000 shares
at an exercise price of $3.85 were granted to, respectively, Kevin J. Zugibe,
Stephen P. Mandracchia and Thomas P. Zugibe. Such options vested and are fully
exercisable except for options to purchase 17,000 shares of Common Stock issued
to Kevin J. Zugibe which become exercisable November 3, 2000. During 1997, the
Company also granted options to purchase 99,100 shares to certain officers and
employees, exercisable at prices ranging from $3.50 to $4.06 per share. During
1998, the Company granted non-qualified options to purchase 40,000, 25,000, and
25,000 shares at an exercise price of $3.00 per share to Kevin J. Zugibe,
Stephen P. Mandracchia and Thomas P. Zugibe, respectively. Such options vested
on August 31, 1998. In addition during 1998, the Company also granted options to
purchase 420,666 shares to certain officers, directors and employees,
exercisable at prices ranging from $2.50 to $4.375 per share. During 1999, the
Company granted options to purchase 1,000, 1,000 and 1,000 shares at an exercise
price of $2.00 per share to Kevin J. Zugibe, Stephen P. Mandracchia and Thomas
P. Zugibe, respectively. Such options vested and are fully exercisable as of
November 3, 2000; November 3, 1999 and November 3, 1999, respectively. In
addition, during 1999, the Company also granted options to purchase 153,500
shares to certain officers, directors and employees, exercisable at prices
ranging from $1.781 to $2.63 per share.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the Record
Date based on the information obtained from the persons named below, with
respect to the beneficial ownership of Common Stock by (i) each person known by
the Company to be the beneficial owner of more than 5% of the Company's
outstanding Common Stock, (ii) the Named Executives, (iii) each director of the
Company, and (iv) all current directors and executive officers of the Company as
a group:
<TABLE>
<CAPTION>
Amount and Nature of Percentage of Common Shares
Name and Address of Beneficial Owner(1) Beneficial Ownership(2) Beneficially Owned
--------------------------------------- ----------------------- ------------------
<S> <C> <C>
Kevin J. Zugibe 318,728(3) 6.15%
Thomas P. Zugibe 305,668(4) 5.93%
Stephen P. Mandracchia 300,128(5) 5.83%
Walter A. Phillips 48,000(6) *
Brian F. Coleman 68,000(7) *
Vincent P. Abbatecola 15,000(8) *
Robert L. Burr 0(12) *
Dominic J. Monetta 20,000(8) *
Otto C. Morch 10,600(8) *
Harry C. Schell 49,000(9) *
Robert M. Zech 0(12) *
DuPont Chemical and Energy
Operations, Inc. 500,000(10) 9.83%
Fleming Funds 2,844,273(11) 35.87%
All directors and executive officers as a group
(11 persons) 1,135,124(13) 20.77%
</TABLE>
*Less than 1%
-------------------------
(1) Unless otherwise indicated, the address of each of the persons listed above
is the address of the Company, 275 North Middletown Road, Pearl River, New
York 10965.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the Record Date. Each
beneficial owner's percentage ownership is determined by assuming that
options and warrants that are held by such person (but not held by any
other person) and which are exercisable within 60 days from the Record Date
have been exercised. Unless otherwise noted, the Company believes that all
persons named in the table have sole voting and investment power with
respect to all shares of Common stock beneficially owned by them.
(3) Includes (i) 40,000 shares which may be purchased at $4.47 per share; (ii)
40,000 shares which may be purchased at $3.00 per share; (iii) 18,000
shares which may be purchased at $3.85 per share and (iv) 1,000 shares
which may be purchased at $2.00 per share under immediately exercisable
options. Does not give effect to any voting rights held by Mr. Zugibe as a
result of the Company's agreement with the holders of the Series A
Preferred Stock as discussed in (11) below.
(4) Includes (i) 25,000 shares which may be purchased at $4.47 per share; (ii)
15,000 shares which may be purchased at $3.85 per share (iii) 25,000 shares
which may be purchased at $3.00 per share and (iv) 1,000 shares which may
be purchased at $2.00 per share under immediately exercisable options.
-12-
<PAGE>
(5) Includes (i) 25,000 shares which may be purchased at $4.47 per share; (ii)
15,000 shares which may be purchased at $3.85 per share (iii) 25,000 shares
which may be purchased at $3.00 per share and (iv) 1,000 shares which may
be purchased at $2.00 per share under immediately exercisable options. Does
not give effect to any voting rights held by Mr. Mandracchia as a result of
the Company's agreement with the holders of the Series A Preferred Stock as
discussed in (11) below.
(6) Represents (i) 15,000 shares which may be purchased at $5.625 per share;
(ii) 10,000 shares which may be purchased at $4.06 per share; (iii) 12,000
shares which may be purchased at $3.50 per share; (iv) 10,000 shares which
may be purchased at $3.06 per share and (v) 1,000 shares which may be
purchased at $1.78 per share under immediately exercisable options.
(7) Represents (i) 30,000 shares which may be purchased at $4.06 per share;
(ii) 12,000 shares which may be purchased at $3.50 per share; (iii) 25,000
shares which may be purchased at $2.50 per share and (iv) 1,000 shares
which may be purchased at $1.78 per share under immediately exercisable
options.
(8) Includes 5,000 shares which may be purchased at $3.00 per share and 5,000
shares which may be purchased at $2.375 under immediately exercisable
options.
(9) Includes 10,000 shares which may be purchased at $3.00 per share and 10,000
shares which may be purchased at $2.375 per share under immediately
exercisable options.
(10) According to a Schedule 13D filed with the Securities and Exchange
Commission, DuPont Chemical and Energy Operations, Inc. ("DCEO") and E.I.
DuPont de Nemours and Company claim shared voting and dispositive power
over the shares. DCEO's address is DuPont Building, Room 8045, 1007 Market
Street, Wilmington, DE 19898.
(11) Fleming US Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund
III, L.P., and their general partner, Fleming U.S. Discovery Partners, L.P.
and its general partner, Fleming U.S. Discovery Partners LCC, collectively
referred to as ("Flemings Funds") are affiliates. The beneficial ownership
of Flemings assumes the conversion of Series A Preferred Stock owned by
Flemings to Common Stock at a conversion rate of $2.375 per share. The
holders of shares of Series A Preferred Stock vote together with the
holders of the Common Stock based upon the number of shares of Common Stock
into which the Series A Preferred Stock is then convertible. Flemings Funds
has provided to the Chief Executive Officer and Secretary of the Company a
Proxy to vote that number of voting shares held by Flemings which exceed
29% of the then voting shares. Also includes 10,000 shares which may be
purchased at $2.375 per share under immediately exercisable options. The
address of all of the Fleming Funds is 320 Park Avenue, 11th Floor, New
York, New York 10022, except for the Fleming U.S. Discovery Offshore Fund
III, L.P. whose address is c/o Bank of Bermuda Ltd., 6 Front Street,
Hamilton HM11 Bermuda.
(12) Messrs. Burr and Zech have been appointed directors by the Flemings Funds.
Their share ownership excludes all shares of common stock beneficially
owned by Flemings Funds.
(13) Includes exercisable options to purchase 379,000 shares of Common Stock
owned by the directors and officers as a group. Excludes 2,834,273 shares
beneficially owned by the Flemings Funds.
Kevin J. Zugibe, Thomas P. Zugibe and Stephen P. Mandracchia may be deemed to be
"parents" of the Company as such term is used under the Securities Act of 1933.
-13-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In May 1998, an officer and a former director of the Company
made unsecured loans of $300,000 to the Company which were payable on demand and
bore interest at 10%. The note was repaid on June 30, 1998.
In February 1999, a former director of the Company made an
unsecured loan of $365,000 to the Company which was payable on demand and bore
interest at 12%. The note was repaid on April 16, 1999.
In the regular course of its business, the Company purchases
refrigerants from and sells refrigerants to DuPont and performs recovery,
reclamation, RefrigerantSide(TM) Services and other services to DuPont for
marketing through DuPont's Authorized Distributor Network.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BDO Seidman, LLP has audited and reported upon the
consolidated financial statements of the Company for Fiscal 1999 and has been
selected by the Board of Directors to examine and report upon the financial
statements of the Company for the fiscal year ending December 31, 2000. A
representative of BDO Seidman, LLP is expected to be present at the Annual
Meeting with the opportunity to make a statement if he or she desires to do so
and is expected to be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Shareholders who wish to present proposals appropriate for
consideration at the next Annual Meeting of Shareholders must submit the
proposal in proper form, and in satisfaction of the conditions established by
the Securities and Exchange Commission, to the Company at its address set forth
on the first page of this proxy statement not later than March 26, 2001 to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to such annual meeting. Any such proposals, as well as any questions
related thereto, should be directed to the Secretary of the Company.
After the March 26, 2001 deadline, a stockholder may present a
proposal at the Company's next Annual Meeting if it is submitted to the
Company's Secretary at the address set forth above no later than May 11, 2001.
If timely submitted, the stockholder may present the proposal at the next Annual
Meeting but the Company is not obligated to present the matter in its proxy
statement.
OTHER INFORMATION
Proxies for the Annual Meeting will be solicited by mail and
through brokerage institutions and all expenses involved, including printing and
postage, will be paid by the Company.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
YEAR ENDED DECEMBER 31, 1999 IS BEING FURNISHED HEREWITH TO EACH SHAREHOLDER OF
RECORD AS OF THE CLOSE OF BUSINESS ON THE RECORD DATE.
COPIES OF EXHIBITS TO SUCH ANNUAL REPORT ON FORM 10-KSB WILL
BE PROVIDED FOR A NOMINAL CHARGE TO SHAREHOLDERS WHO MAKE A WRITTEN REQUEST TO
THE COMPANY AT THE FOLLOWING ADDRESS:
-14-
<PAGE>
HUDSON TECHNOLOGIES, INC.
275 NORTH MIDDLETOWN ROAD
PEARL RIVER, NEW YORK 10965
ATTENTION: Stephen P. Mandracchia, Secretary
The Board is not aware of any other matters, except for those
incident to the conduct of the Annual Meeting, that are to be presented to
shareholders for formal action at the Annual Meeting. If, however, any other
matters properly come before the Annual Meeting or any adjournments thereof, it
is the intention of the persons named in the proxy included herewith to vote
such proxy in accordance with their judgment.
By order of the Board
of Directors
Kevin J. Zugibe
Chairman of the Board
July 25, 2000
-15-
<PAGE>
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HUDSON TECHNOLOGIES, INC.
275 North Middletown Road
Pearl River, New York 10965
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 24, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints KEVIN J. ZUGIBE and STEPHEN P. MANDRACCHIA,
and each of them, Proxies, with full power of substitution in each of them, in
the name, place and stead of the undersigned, to vote at the Annual Meeting of
Shareholders of Hudson Technologies, Inc. (the "Company") on Thursday, August
24, 2000, at the Sheraton Crossroads Hotel, 1 International Boulevard, Mahwah,
New Jersey 07405, or at any adjournment or adjournments thereof, according to
the number of votes that the undersigned would be entitled to vote if personally
present, upon the following matters:
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees listed below.
contrary below).
Kevin J. Zugibe, Harry C. Schell, Dominic J. Monetta and Robert M. Zech*
*Mr. Zech to be elected by a vote of the holders of the Company's Series A
Preferred Stock.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.)
--------------------------------------------------------------------------------
(Continued and to be signed on reverse side)
--------------------------------------------------------------------------------
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2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF
NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THOSE NOMINEES LISTED
ABOVE.
DATED: ________________________________, 2000
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
---------------------------------------------
Signature
---------------------------------------------
Signature if held jointly
Please mark, sign, date and return this proxy card
promptly using the enclosed envelope.
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