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
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Former name or former address, if changed since last report
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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