-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RFM4HwrtJQDkEcUOEeP7NrPc0evbDmzX7PmVHLQyD5OCFZNCcJlqnkk9T8/fCR8c U/SAzAtw+3IHFRHOignDeA== /in/edgar/work/20000817/0000912057-00-038163/0000912057-00-038163.txt : 20000922 0000912057-00-038163.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-038163 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000801 FILED AS OF DATE: 20000817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EURO TECH HOLDINGS CO LTD CENTRAL INDEX KEY: 0001026662 STANDARD INDUSTRIAL CLASSIFICATION: [5090 ] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-22113 FILM NUMBER: 705076 BUSINESS ADDRESS: STREET 1: C/O EURO TECH (FAR EAST) LTD 18 F GEE STREET 2: CHANG HONG CENTRE 65 WONG CHUK HANG ROAD CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 0118522814 MAIL ADDRESS: STREET 1: BRITISH VIRGIN ISLANDS LTD STREET 2: TRUSTNET CHAMBERS PO BOX 3444 CITY: ROAD TOWN TORROLA BR STATE: D8 ZIP: 00000 6-K 1 a6-k.txt 6-K Form 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the month of August, 2000 Euro Tech Holdings Company Limited ------------------------------------------------------- (Translation of registrant's name into English) 18/F Gee Chang Hong Centre, 65 Wong Chuk Hang 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-_______________________. EURO TECH HOLDINGS COMPANY LIMITED FORM 6-K PAGE 2 OF 4 On August 9, 2000 Euro Tech Holdings Company Limited (the "Company") held its Annual Meeting of Shareholders at 4:00 P.M. (local time) at the Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong. Proposals presented to the shareholders at that meeting included the following: PROPOSAL 1. The election of the following seven persons to the Company's Board of Directors: T.C. Leung Jerry Wong Nancy Wong C.P. Kwan Alex Sham Adam L. Goldberg and Y.K. Liang PROPOSAL 2. The Company's 2000 Officers' and Directors' Stock Option and Incentive Plan (the "O&D Plan"). PROPOSAL 3. The Company's 2000 Employee's Stock Option and Incentive Plan (the "Employees' Plan"). PROPOSAL 4. An Amendment to the Company's Memorandum and Articles of Association (the "Charter") to increase the number of the Company's authorized shares from 20,000,000 to 25,000,000. PROPOSAL 5. An Amendment to the Charter to create a class of "blank-check preferred stock." and PROPOSAL 6. Ratify Arthur Andersen & Co., Hong Kong as the Company's independent auditors for the Company's fiscal year to end December 31, 2000 ("Fiscal 2000"). An aggregate of 2,180,694 shares, representing approximately 88% of the Company's 2,481,840 issued and outstanding shares were present in person or by proxy. A clear quorum was present. EURO TECH HOLDINGS COMPANY LIMITED FORM 6-K PAGE 3 OF 4 The shareholders in person or by proxy voted their shares as follows: PROPOSAL NUMBER 1. Election of Directors:
Withhold Approximate Percentage of For Against Authority "For Votes" - ----------------------------------------------------------------------------------- Of Shares Of All Issued & Present Outstanding Shares - ----------------------------------------------------------------------------------- T.C. Leung 2,178,584 0 2,100 99.9% 87.8% Jerry Wong 2,178,584 0 2,100 99.9% 87.8% Nancy Wong 2,178,584 0 2,100 99.9% 87.8% C.P. Kwan 2,178,584 0 2,100 99.9% 87.8% Alex Sham 2,178,584 0 2,100 99.9% 87.8% Y.K. Liang 2,178,584 0 2,100 99.9% 87.8% Adam L. Goldberg 647,389 0 1,533,305 29.7% 26.1%
PROPOSAL NUMBER 2. Adopt O&D Plan
Approximate Percentage of For Against Abstain "For" Votes - ------------------------------------------------------------------ Of Shares Of All Issued & Present Outstanding Shares - ------------------------------------------------------------------ 1,670,349 11,485 2,900 76.6% 67.3%
PROPOSAL NUMBER 3. Adopt Employees' Plan:
Approximate Percentage of For Against Abstain "For" Votes - ------------------------------------------------------------------ Of Shares Of All Issued & Present Outstanding Shares - ------------------------------------------------------------------ 1,670,589 10,920 3,225 76.6% 67.3%
PROPOSAL NUMBER 4. Increase Authorized Number of Shares:
Approximate Percentage of For Against Abstain "For" Votes - ------------------------------------------------------------------ Of Shares Of All Issued & Present Outstanding Shares - ------------------------------------------------------------------ 2,125,391 53,238 2,065 97.5% 85.6%
EURO TECH HOLDINGS COMPANY LIMITED FORM 6-K PAGE 4 OF 4 PROPOSAL NUMBER 5. Authorize "Blank Check" Preferred Stock:
Approximate Percentage of For Against Abstain "For" Votes - ------------------------------------------------------------------ Of Shares Of All Issued & Present Outstanding Shares - ------------------------------------------------------------------ 1,627,611 51,433 5,690 74.6% 65.6% - ------------------------------------------------------------------
PROPOSAL NUMBER 6. Ratify Auditors:
Approximate Percentage of For Against Abstain "For" Votes - ------------------------------------------------------------------ Of Shares Of All Issued & Present Outstanding Shares - ------------------------------------------------------------------ 2,174,519 3,650 2,525 99.7% 87.6%
As a result, except for Mr. Goldberg, all of the Company's directors were reelected as Directors of the Company to serve in that capacity for the ensuing year. Also all proposals were carried. The Company's Charter has been amended to (i) increase the number of shares authorized for issuance to 25,000,000 shares from 20,000,000 shares and (ii) create a class of "blank check" preferred stock. The Company's O&D Plan and Employees Plan, covering 292,000 shares and 146,000 shares, respectively were adopted and the retention of Arthur Andersen & Co., Hong Kong as the Company's auditors for the Company's 2000 Fiscal Year was ratified. The Company is conducting a search for Mr. Goldberg's successor. 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) Dated: August 17, 2000 By: /s/ T.C. LEUNG ------------------------------------ T.C. Leung, Chief Executive Officer and Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----