-----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, ISrRX6EqvqpfRxZXEtNpt6M9QFvh/P8DAGdK80qEzW2x5B21VePP+DDDUbtMR2BO yq/kEMze/Y/EAnKtPOPhUA== 0001024780-04-000002.txt : 20040401 0001024780-04-000002.hdr.sgml : 20040401 20040401194735 ACCESSION NUMBER: 0001024780-04-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON TECHNOLOGIES INC /NY CENTRAL INDEX KEY: 0000925528 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 133641539 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 275 N MIDDLETOWN RD CITY: PEARL RIVER STATE: NY ZIP: 10965 BUSINESS PHONE: 8457356000 MAIL ADDRESS: STREET 1: 275 N MIDDLETOWN RD CITY: PEARL RIVER STATE: NY ZIP: 10965 FORMER COMPANY: FORMER CONFORMED NAME: REFRIGERANT RECLAMATION INDUSTRIES INC DATE OF NAME CHANGE: 19940617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J P MORGAN CHASE & CO CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13412 FILM NUMBER: 04711034 BUSINESS ADDRESS: STREET 1: 270 PARK AVE STREET 2: 39TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/ DATE OF NAME CHANGE: 19960402 FORMER NAME: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JPMP CAPITAL CORP CENTRAL INDEX KEY: 0001243236 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13412 FILM NUMBER: 04711035 BUSINESS ADDRESS: STREET 1: C/O J.P. MORGAN PARTNERS, LLC STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212 899-3400 MAIL ADDRESS: STREET 1: C/O JPMORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FL. CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: JPMP CAPITAL LLC DATE OF NAME CHANGE: 20030618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FLEMING US DISCOVERY LLC CENTRAL INDEX KEY: 0001271725 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13412 FILM NUMBER: 04711036 MAIL ADDRESS: STREET 1: 1221 AVE OF THE AMERICAS 40TH FL STREET 2: C/O JP MORGAN PARTNERS CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FLEMING US DISCOVERY PARTNERS LP CENTRAL INDEX KEY: 0001271982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13412 FILM NUMBER: 04711037 MAIL ADDRESS: STREET 1: C/O JP MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FLEMING US DISCOVERY OFFSHORE FUND III L P CENTRAL INDEX KEY: 0001236298 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13412 FILM NUMBER: 04711038 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FLEMING US DISCOVERY FUND III LP CENTRAL INDEX KEY: 0001024780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13412 FILM NUMBER: 04711039 BUSINESS ADDRESS: STREET 1: 320 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 4 1 primary_doc.xml PRIMARY DOCUMENT X0201 4 2004-03-31 0 0000925528 HUDSON TECHNOLOGIES INC /NY hdsnc 0001024780 FLEMING US DISCOVERY FUND III LP 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001236298 FLEMING US DISCOVERY OFFSHORE FUND III L P 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001271982 FLEMING US DISCOVERY PARTNERS LP C/O JP MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS NEW YORK NY 10020 0 0 1 0 0001271725 FLEMING US DISCOVERY LLC 1221 AVE OF THE AMERICAS 40TH FL C/O JP MORGAN PARTNERS NEW YORK NY 10020 0 0 1 0 0001243236 JPMP CAPITAL CORP C/O JPMORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FL. NEW YORK NY 10020 0 0 1 0 0000019617 J P MORGAN CHASE & CO 270 PARK AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock 2004-03-31 4 C 0 16397468 0.79 A 19137449 I See Footnotes Series A Convertible Preferred Stock 0.79 2004-03-31 4 J 0 4454 A 2004-03-31 Common Stock 563797 129540 I See footnotes Series A Convertible Preferred Stock 0.79 2004-03-31 4 C 0 129540 D Common Stock 0 I See footnotes The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by Fleming US Discovery Fund III, LLC (the "US Fund") and Fleming Discovery Offshore Fund III, LLC (the "Offshore Fund"). In addition, the other reporting owners on this Form 4 have an indirect beneficial ownership interest (which is described in footnotes 2, 3, 4 and 5 below). The US Fund, as Designated Reporter, is executing this report on behalf of all reporting owners, each of whom has authorized it to do so. Each of such persons disclaims beneficial ownership of the securities to the extent it exceeds such person's pecuniary interest therein. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery Partners, L.P. ("Discovery Partners") because Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to Discovery Partners is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within the US Fund and the Offshore Fund. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to Fleming US Discovery, LLC ("Discovery, LLC") because Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to Discovery, LLC is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery Partners, the US Fund and the Offshore Fund. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to JPMP Capital Corp. because JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to JPMP Capital Corp. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. Designees of JPMP Capital Corp. on the Board of Managers of Discovery, LLC have voting and dispositive power over the securities shown in Table I and Table II, but no pecuniary interest. The amounts shown in Table I and Table II represent the beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund, a portion of which may be deemed attributable to J.P. Morgan Chase & Co. because J.P. Morgan Chase & Co. is the sole stockholder of JPMP Capital Corp. JPMP Capital Corp. is the controlling member of Discovery, LLC. Discovery, LLC is the general partner of Discovery Partners. Discovery Partners is the general partner of the US Fund and the Offshore Fund. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to J.P. Morgan Chase & Co. is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within Discovery, LLC, Discovery Partners, the US Fund and the Offshore Fund. As of the date hereof, the 129,540 shares of Series A Preferred are convertible at a conversion price of $0.79 per share into 16,397,468 shares of Common Stock. Note that shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 129,540 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. There is no expiration date for the conversion of the Series A Preferred; holders of the Series A Preferred are entitiled to convert the Series A Preferred into Common Stock at any time. On March 31, 2004, the Issuer paid in kind the following dividends in the form of an aggregate of 4,454 shares of Series A Preferred, in accordance with the terms of the Series A Preferred (x) to the US Fund, 3,839 shares of Series A Preferred and (y) to the Offshore Fund, 615 shares of Series A Preferred. Fleming US Discovery Fund III, L.P., By Fleming US Dicovery Partners, L.P., its general partner, By Fleming US Discovery, LLC, its gerneral partner, By Richard D. Waters, Jr., Manager 2004-04-01 Fleming US Discovery Offshore Fund III, L.P., By Fleming US Dicovery Partners, L.P., its general partner, By Fleming US Discovery, LLC, its gerneral partner, By Richard D. Waters, Jr., Manager 2004-04-01 Fleming US Dicovery Partners, L.P., By Fleming US Discovery, LLC, its gerneral partner, By Richard D. Waters, Jr., Manager 2004-04-01 Fleming US Discovery, LLC, By Richard D. Waters, Jr., Manager 2004-04-01 JPMP Capital Corp., By Richard D. Waters, Jr., Managing Director 2004-04-01 J.P. Morgan Chase & Co., By Anthony J. Horan, Corporate Secretary 2004-04-01 -----END PRIVACY-ENHANCED MESSAGE-----