SECURITES 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
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Date of Report: Date of earliest event reported:
OCTOBER 7, 2002 SEPTEMBER 25, 2002
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EUROTECH, LTD.
(Exact name of registrant as specified in its charter)
000-22129
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(Commission File Number)
DISTRICT OF COLUMBIA 33-0662435
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
10306 EATON PLACE, SUIT 220
FAIRFAX, VA 22033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 352-4399
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(Former name or former address, if changes since last report)
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ITEM 5. OTHER EVENTS.
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Eurotech, Ltd., a District of Columbia corporation has restructured
certain terms of its agreements with Woodward LLC ("Woodward"). As a result of
the restructuring, Woodward is being issued 17,000 newly created Series B 5%
Convertible Preferred Shares ("Series B Preferred Shares") and 10,000,000 shares
of common stock (the "Common Stock"), in full and complete satisfaction of its
various re-pricing rights. Woodward shall retain all other previously issued
shares of Common Stock and Series A Preferred Stock. The earlier transaction
agreements will remain in full force and effect.
Each share of the Series B Preferred Shares is redeemable by the
Company for $1,000. The Series B Preferred Shares are convertible by the holder
for $.75; provided, however, in the event that the Company fails to redeem in
full the shares ($1,000 per share plus accrued dividends) pursuant to the
following schedule: June 30, 2003--$750,000; September 30, 2003--$750,000,
December 31, 2003--$750,000; March 31, 2004--$1,000,000; June 30,
2004--$1,500,000; September 30, 2004--$1,500,000; December 31, 2004--$2,000,000;
March 31, 2005--$2,000,000; June 30, 2005--$2,500,000; September 30,
2005--$2,500,000; December 31, 2005--$2,750,000; March 31, 2006--$2,800,000,
then until the next scheduled optional redemption date, up to 10% of the
original issued Series B stock can be converted by the Investor at the
conversion shall automatically be changed to a variable conversion price which
will be the greater of (i) $.05 per share or (ii) 90% of the Market Price if the
Market Price is between the Floor and $.40 per share; 85% of the Market Price if
the Market Price is between $.41 and $.80 per share; 80% of the Market Price if
the Market Price is between $.81 and $1.20 per share; 75% if the Market Price if
the Market Price is between $1.21 and $2.50 per share; 70% of the Market Price
if the Market Price is between $2.51 and $5.00 per share; and 65% of the Market
Price if the Market Price is at $5.01 and over. The Market Price is defined as
the average of 5 trading days preceding the conversion date. Additionally, in
the event that the Company fails to redeem the Series B Preferred Shares
according to the redemption schedule in the preceding paragraph and can not
retain the listing of its securities on the American Stock Exchange, then the
conversion price of the Series B Preferred Shares until the next Optional
Scheduled Redemption Date shall be 85% of the average of 3 lowest closing bid
prices during 10 days prior to the conversion date. The liquidation price for
each of these shares is also $1,000.
Woodward has also agreed, subject to certain conditions, to purchase an
additional $1,300,000 of Series B Preferred Shares in several tranches. Woodward
has purchased $175,000. Along with the purchase of the Series B Preferred
Shares, the Company granted Woodward registration rights with respect to the
underlying shares.
Simultaneously with the consummation of the restructuring, the Company
completed an equity financing in the amount of $250,000. The Company sold
5,000,000 units, consisting of one (1) share of common stock and one (1)
warrant, entitling the holder thereof to purchase an additional share of common
stock for $.05.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits
1. Termination and Modification to Repricing Rights Agreement (Series A
Preferred Stock) by and between Eurotech, Ltd. and Woodward LLC, dated
September 30, 2002
2. Termination and Modification to Repricing Rights Agreement (Common
Stock) by and between Eurotech, Ltd. and Woodward LLC, dated September
30, 2002
3. Securities Exchange and Purchase Agreement by and between Eurotech,
Ltd. and Woodward LLC, dated September 30, 2002 (to be filed by
amendment)
4. Registration Rights Agreement, dated September 30, 2002
5. Certificate of Designation of Eurotech, dated September 30, 2002
6. Subscription Agreement for 5,000,000 dated September 25, 2002 (to be
filed by amendment)
7. Press Release, dated October 2, 2002 (to be filed by amendment)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
EUROTECH, LTD.
By: /S/ DON V. HAHNFELDT
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Name: Don V. Hahnfeldt
Title: President
Dated: October 7, 2002
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