Attached files
| file | filename |
|---|---|
| EX-5.1 - HUDSON TECHNOLOGIES INC /NY | v189634_ex5-1.htm |
| EX-1.1 - HUDSON TECHNOLOGIES INC /NY | v189634_ex1-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
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)
|
July 1,
2010
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Hudson
Technologies, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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New
York
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(State
or Other Jurisdiction of Incorporation)
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1-13412
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13-3641539
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(Commission
File Number)
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(IRS
Employer Identification No.)
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|
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PO
Box 1541, 1 Blue Hill Plaza, Pearl River, New
York
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10965
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
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(845)
735-6000
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(Registrant's
Telephone Number, Including Area Code)
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Not
Applicable
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||
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(Former
Name or Former Address, if Changed Since Last
Report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive
Agreement.
On July
1, 2010, Hudson Technologies, Inc. (the “Registrant” or “Company”) entered into
a Placement Agency Agreement (the “Placement Agency Agreement”)
with Canaccord Genuity Inc. (“Canaccord”) pursuant to which Canaccord
agreed to act as the Registrant’s exclusive placement agent and to use its best
efforts to arrange for the sale of up to 2,737,500 units (the “Units”), each
Unit consisting of one share of the Registrant’s common stock (the “Shares”) and
a warrant to purchase one-half of a share of the Registrant’s common stock (the
“ Warrants”) in a registered direct public offering at $2.00 per Unit (the
“Offering”). The Warrants are exercisable for five years commencing
six months after the closing of the Offering at a price of $2.60 per share. At the closing of the
Offering, the Registrant will pay Canaccord a fee equal to 6.5% of the gross
proceeds from the sale of the Units at such closing. The Registrant will also
reimburse certain expenses incurred by Canaccord in the
Offering. Assuming the sale of all of the Units (and without giving
effect to any future exercise of Warrants), the net proceeds to the Registrant
from the Offering, after deducting Canaccord’s fees and other
estimated Offering expenses, are expected to be approximately $
4,939,000.
In
connection with the Offering, on July 1, 2010, the Registrant and certain
institutional investors entered into individual subscription agreements,
pursuant to which the Company agreed to sell all 2,737,500 of the Units to such
investors in the Offering. The closing with respect to the sale of
these Units in the Offering is expected to close on or about July 7, 2010,
subject to satisfaction of customary closing conditions.
The Units
will be issued pursuant to a prospectus supplement filed with the Securities and
Exchange Commission, in connection with a shelf takedown from the Registrant’s
registration statement on Form S-3 (File No. 333-151973) which became
effective on September 5, 2008.
The
foregoing descriptions of the Placement Agency Agreement with
Canaccord, the subscription agreement between the Registrant and the
investors in the Offering and the Warrants do not purport to be complete and are
qualified in their entirety by reference to the exhibits hereto which are
incorporated herein by reference. The benefits of the representations
and warranties set forth in such documents are intended only for investors in
the Offering and do not constitute continuing representations and warranties of
the Company to any future or other investors.
Item
9.01 Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit 1.1
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Placement
Agency Agreement between Canaccord Genuity Inc. and Hudson Technologies,
Inc., dated July 1, 2010
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Exhibit
4.1
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Form
of Warrants (incorporated by reference to Exhibit B attached to
Exhibit 1.1 filed herewith)
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Exhibit 5.1
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Opinion
of Blank Rome LLP
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Exhibit
10.1
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Form
of Subscription Agreement (incorporated by reference to Exhibit A attached
to Exhibit 1.1 filed herewith)
|
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Exhibit
23.1
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Consent
of Blank Rome LLP (included in Exhibit
5.1)
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2
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 hereunto
duly authorized.
| HUDSON TECHNOLOGIES, INC. | ||
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Date:
July 2, 2010
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By:
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/s/
Stephen P. Mandracchia
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Name: Stephen
P. Mandracchia
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Title: Vice
President Legal & Regulatory,
Secretary
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