Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For July 24, 2001
Euro Tech Holdings Company Limited
-----------------------------------------------
(Translation of registrant's name into English)
18/F Gee Chang Hong Centre, 65 Wong Chuk Road, Hong Kong
--------------------------------------------------------
(Address of Principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82- ____________.
1
Item 5. Other Events
------------
On July 24, 2001, the Registrant announced that its Board of
Directors authorized a 30% stock dividend to holders of its Ordinary
Shares, fixing August 27, 2001 as the record date at 5:00 P.M. (New
York time) for the dividend. Holders of the Registrant's Ordinary
Shares on the record date are entitled to receive three (3) shares for
each ten (10) Ordinary Shares of Registrant's Ordinary Shares they
hold. Registrant will not issue fractional shares, but, instead, will
settle fractional shares by cash payments based on the market value on
the record date. Dividend payment is anticipated for September 10,
2001. The Registrant has outstanding warrants and options. The
issuance of the dividend shares will cause certain adjustments to be
made to the exercise prices, numbers of shares and, where redemption
is applicable, the market price required to be maintained to "trigger"
the Registrant's right to redeem the warrants. Various changes to the
indicated securities of the Registrant are described below:
(END OF PAGE)
2
- -----------------------------------------------------------------------------------
Securities Pre-Dividend Post-Dividend
- ---------- ------------ -------------
1. Redeemable Ordinary Shares
Purchase Warrants ("Warrants")
A. Maximum Number of Shares
Exercisable For 1,944,000 2,527,200
B. Per Share Exercise Price $4.5833 $3.5256
C. Per Share Target Price $7.0833 $5.4487
- -----------------------------------------------------------------------------------
2. Underwriter's* Warrant
A. Maximum Number of
Shares Exercisable For 72,000 93,600
B. Per Share Exercise Price $6.875 $5.2885
- -----------------------------------------------------------------------------------
3. Option Issued To Consultant
A. Maximum Number of
Shares Exercisable For 120,000 156,000
B. Per Share Exercise Price $4.5833 $3.5256
C. Per Share Target Price $8.3333 $6.4102
- -----------------------------------------------------------------------------------
4. Options Issued to Members Of
Registrant's Management*
A. Maximum Number of
Shares Exercisable For 480,000 624,000
B. Per Share Exercise Price $3.3333 $2.5641
- -----------------------------------------------------------------------------------
5. Management Options Issued to
Management and Employees
of Registrant*
A. Maximum Number of
Shares Exercisable For $1,190,500 1,547,650
- ---------------------------------
* Target Price is Not Applicable
3
- -----------------------------------------------------------------------------------
Securities Pre-Dividend Post-Dividend
- ---------- ------------ -------------
B. Per Share Exercise Price $4,5833 $3.5256
C. Not Yet Granted 9,500 12,350
- -----------------------------------------------------------------------------------
6. Options Issued Pursuant to 2000
Officers and Directors Stock
Option and Incentive Plan.*
A. Maximum Number of
Shares Exercisable For 146,000 189,800
B. Per Share Exercise Price $1.58 $1.2154
C. Not Yet Granted 146,000 189,800
- -----------------------------------------------------------------------------------
7. Options Issued Pursued to 2000
Employees Stock Option and
Incentive Plan*
A. Maximum Number of
Shares Exercisable For 126,000 163,800
B. Per Share Exercise Price $1.58 $1.2154
C. Not Yet Granted 20,000 26,000
- -----------------------------------------------------------------------------------
- ---------------------------------
* Target Price is Not Applicable.
Enclosed herewith as Exhibits are the following:
1. Registrant's Press Release Regarding The Stock
Dividend.
2. Registrant's Notice to Warrantholders.
3. Registrant's Notice to Ordinary Shareholders.
Notices similar to 3 will be sent to holders of the underwriter's
warrants, and optionholders.
4
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.
EURO TECH HOLDINGS COMPANY LIMITED
(Registrant)
/s/ T.C. Leung
---------------------------------
Chief Executive Officer and
Chairman of the Board
Dated: July 24, 2001
6
EuroTech Holdings Company Limited
6K - July 24, 2001
Exhibit 1
Euro Tech Holdings Company Limited
July 24, 2001
Euro Tech Holdings Company Limited (the "Company ") (Nasdaq: CLWT,
CLWTW) today announced that, subject to any regulatory or legal
requirements, it will be issuing a stock dividend to holders of its
ordinary shares (the "Shares").
Shareholders of record at 5:00 p.m. (New York Time) on August 27, 2001
will be entitled to receive three (3) shares for each ten (10) shares
held. Redeemable ordinary share purchase warrantholders will have
their exercise and redemption target prices adjusted to $3.5256 and
$5.4487 per share, respectively. The dividend is anticipated to be
paid on September 10, 2001. The number of shares that the warrants are
exercisable for will be proportionately increased so that a
recordholder of one hundred (100) warrants will now be entitled to
receive one hundred fifty-six (156) shares. Holders of Company issued
underwriter warrants and other options to purchase shares will be
advised by letter as to the impact upon their rights. Except for
options granted under the Company's 2000 option plans, all such
warrants or options are exercisable at prices above current market
prices for the Shares.
All calculations stated herein give full effect to a 20% stock
dividend issued by the Company September 1999 and the anti-dilution
effects of that dividend.
CONTACT: T.C. Leung, Chairman and CEO, or Jerry Wong, CFO, both of
Euro Tech Holdings Company Limited, +852-2814-0311, or fax,
+852-2873-4887.
7
EuroTech Holdings Company Limited
6K - July 24, 2001
Exhibit 2
Euro Tech Holdings Company Limited
c/o Euro Tech (Far East) Ltd.
18/F Gee Chang Hang Centre
65 Wong Chuk Hang Road, Hong Kong
July 24, 2001
To the Warrantholders of
Euro Tech Holdings Company Limited
Euro Tech Holdings Company Limited ("Euro Tech") will issue a 30%
stock dividend (three (3) shares for each ten (10) shares) to its
shareholders of record at 5:00 p.m. New York time on August 27, 2001.
The dividend is expected to be paid on or about September 10, 2001.
Your warrant and Euro Tech's warrant agreement with American Stock
Transfer & Trust Company provide for adjustments in the numbers of
shares receivable upon the exercise of the warrants, the per share
exercise price and the target price at which the warrants are
redeemable. The following indicates those changes:
Was Now Is
------- -------
Exercise Price Per Share $4.5833 $3.5256
Target Price Per Share $7.0833 $5.4487
Additionally, as a result of the stock dividend, warrantholders
will be entitled to receive a proportionate increase in the number of
shares to which they are entitled. A holder of originally issued
warrants to purchase one hundred (100) ordinary shares will now be
entitled to purchase one hundred fifty six (156) ordinary shares. All
the above calculations also give effect to an 20% stock dividend issued
in September 1999 and its anti-dilution effects.
Very truly yours,
EURO TECH HOLDINGS COMPANY LIMITED
By: /s/ T. C. Leung
----------------------------------
T. C. Leung, Chairman of the Board of
Directors
8
EuroTech Holdings Company Limited
6K - July 24, 2001
Exhibit 3
Euro Tech Holdings Company Limited
c/o Euro Tech (Far East) Ltd.
18/F Gee Chang Hang Centre
65 Wong Chuk Hang Road, Hong Kong
July 24, 2001
To Our Shareholders,
(CLWT & CLWTW - NASDAQ SmallCap) Euro Tech Holdings Company
Limited ("Euro Tech") has declared a 30% stock dividend to holders of
record of its ordinary shares. For each ten (10) ordinary shares of Euro
Tech, a recordholder will be entitled to receive three (3) additional
shares.
The record date for the stock dividend is August 27, 2001 at 5:00
p.m. (New York time).
The dividend is expected to be paid on or about September 10,
2001.
Euro Tech will not issue fractional shares, instead settling
fractional shares, if any, by the payment of funds based upon the market
value of Euro Tech's shares on the record date.
Sincerely,
EURO TECH HOLDINGS COMPANY LIMITED
By: /s/ T. C. Leung
--------------------------------
T. C. Leung, Chairman of the
Board of Directors
9