S-8

As filed with the Securities and Exchange Commission on August 24, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Fuel Tech, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-5657551
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

27601 Bella Vista Parkway

Warrenville, IL 60555-1617

630-845-4500

(Address of principal executive offices)

Fuel Tech, Inc. 2014 Long-Term Incentive Plan

(Full title of the plan)

Albert G. Grigonis

Senior Vice President, Secretary and General Counsel

Fuel Tech, Inc.

27601 Bella Vista Parkway

Warrenville, Illinois 60555-1617

(630) 845-4500

(Name, address and telephone

number, including area code, of agent for service)

With a copy to:

Ernest M. Lorimer

Soeder & Associates, LLC

280 Trumbull Street

21st Floor

Hartford, Connecticut

Tel: (860) 246-1600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer   o	Accelerated Filer   o
Non-accelerated filero	Smaller reporting companyý

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share (3)		Proposed Maximum Aggregate Offering Price (3)		Amount of Registration Fee
Common Stock, par value $0.01 per share (3)	1,200,000	$	1.14	$	1,368,000	$	170.32

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any additional securities to be offered or issued from stock splits, stock dividends or similar transactions or pursuant to anti-dilution adjustments.

(2) Represents additional shares of the registrant’s common stock issuable under the Fuel Tech, Inc. 2014 Long-Term Equity Incentive Plan resulting from an amendment thereof effective May 16, 2018.

(3) Estimated solely for purposes of calculating the registration fee pursuant to Securities Act Rules 457(c) and 457(h). The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of the registrant’s shares of common stock on August 28, 2018, as reported on the Nasdaq Global Select Market.

EXPLANATORY NOTE

This Registration Statement registers 1,200,000 shares of common stock, par value $0.01 per share (“Common Stock”), of Fuel Tech, Inc. (the “Company”) that have been or may be issued and sold under the Fuel Tech, Inc. 2014 Long-Term Equity Incentive Plan (the “2014 Plan”). The number of shares registered hereby (a) represents an increase of 1,200,000 shares available for issuance under the 2014 Plan pursuant to an amendment to the 2014 Plan approved by the Company’s stockholders on May 16, 2018, and (b) is in addition to the 4,400,676 shares of Common Stock that have been or may be issued and sold under the 2014 Plan registered pursuant to the Company’s Registration Statement on Form S-8 filed on January 9, 2015 (SEC File No. 333-201422).

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on January 9, 2015 (SEC File No. 333-201422) are incorporated by reference herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.    Exhibits

Exhibit No.	Exhibit Title	Filed Herewith	Form	Exhibit No.	File No.	Filing Date
4.1	Certificate of Incorporation of Fuel Tech, Inc.		8-K	3.2	001-33608	10/05/2006
4.2	Bylaws of Fuel Tech, Inc.		8-K	3.3	001-33608	10/05/2006
5	Opinion of Soeder & Associates, LLC	X
10	Fuel Tech, Inc. 2014 Long-Term Incentive Plan		DEF14A	-	001-33059	03/31/2014
23.1	Consent of RSM US LLPL	X
24	Power of Attorney (included on signature page)	X

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Warrenville, Illinois, on August 29, 2018.

	FUEL TECH, INC.
By:	/s/ James M. Pach
	James M. Pach
	Vice President, Treasurer and Principal Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vincent J. Arnone and James M. Pach, each of them acting individually, as his or her attorney-in-fact, with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming our signatures as they may be signed by our said attorney-in-fact and any and all amendments to this Registration Statement on Form S-8.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Vincent J. Arnone	Chairman and Director, President and Chief Executive Officer	August 29, 2018
Vincent J. Arnone	(Principal Executive Officer)
/s/ James M. Pach	Vice President and Treasurer (Principal	August 29, 2018
James M. Pach	Financial and Accounting Officer)
/s/ Douglas G. Bailey	Director	August 29, 2018
Douglas G. Bailey
/s/ Sharon L. Jones
Sharon L. Jones	Director	August 29, 2018
/s/ James J. Markowsky	Director	August 29, 2018
James J. Markowsky
/s/ Thomas S. Shaw, Jr.	Director	August 29, 2018
Thomas S. Shaw, Jr.
/s/ Dennis L. Zeitler	Director	August 29, 2018
Dennis L. Zeitler

EX-5

Soeder

ASSOCIATES, LLC

Attorneys at Law

August 28, 2018

Fuel Tech, Inc.

27601 Bella Vista Parkway

Warrenville, Illinois 60555

Re: Fuel Tech, Inc. -- Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to Fuel Tech, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) of the Company, covering an additional 1,200,000 (the “Shares”) of the Common Stock, $0.01 par value per share, of the Company, issuable pursuant to the Fuel Tech, Inc. 2014 Long-Term Incentive Plan (as amended, the “Plan”).

In rendering the opinion set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement and the Plan; (ii) the Certificate of Incorporation, the By-Laws and resolutions of the Company and its stockholders approving the Plan and amendments to the Plan; and (iii) such other records, documents, certificates and other instruments as we have deemed relevant and necessary as a basis for the opinion expressed herein. We have assumed the legal capacity of natural persons, genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as telecopies, electronic copies or conformed or certified copies, and the authenticity of the originals of such copies. As to all questions of fact material to this opinion, we have relied without independent inquiry or investigation, upon statements and representations of officers and other representatives of the Company.

Based upon the foregoing, and in reliance thereon, and subject to the qualifications, assumptions and exceptions heretofore and hereinafter set forth and subject to compliance with applicable state securities laws, we are of the opinion that, upon the issuance of the Shares against receipt of the consideration therefor in accordance with the Plan (and in accordance with the terms of any written options, option agreements or other agreements issued or entered into pursuant to the Plan) and as contemplated by the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.

We do not express, or purport to express, any opinion with respect to the laws of any jurisdiction other than the laws of the State of Connecticut, the General Corporation Law of the State of Delaware and the federal securities laws of the United States of America.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission. This opinion is given as of the date hereof and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter occur or come to our attention or any changes in law which may hereafter occur.

280 Trumbull Street    21^st Floor    Hartford    Connecticut    061-3

Tel 860-246-1600    fax 860-246-1700    web soeder-associates.com

This opinion letter is given to you solely for use in connection with the issuance of the Shares in accordance with the Registration Statement and is not to be relied on for any other purpose. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Registration Statement.

Very truly yours,

Soeder & Associates LLC

By: /s/ Ernest M. Lorimer           
Ernest M. Lorimer
Partner

280 Trumbull Street    21^st Floor    Hartford    Connecticut    061-3

Tel 860-246-1600    fax 860-246-1700    web soeder-associates.com

EX-23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Fuel Tech, Inc. of our report dated March 12, 2018, relating to the consolidated financial statements, appearing in the Annual Report on Form 10-K of Fuel Tech, Inc. for the year ended December 31, 2017.

/s/ RSM US LLP

Chicago, Illinois

August 29, 2018