-----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, DmhdOuSGm7zd3UFwSnN4G6FWTgSjmzXPalTVh9D2Y24k3sAFzfxhG3zdk0N2Nvwm jdO1EJjIZdFXe8oVzi/8WA== 0000950116-00-001085.txt : 20000508 0000950116-00-001085.hdr.sgml : 20000508 ACCESSION NUMBER: 0000950116-00-001085 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000505 EFFECTIVENESS DATE: 20000505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUEL TECH N V CENTRAL INDEX KEY: 0000846913 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36390 FILM NUMBER: 620646 BUSINESS ADDRESS: STREET 1: CASTORWEG 22-24 CITY: CURACAO NETHERLANDS STATE: P7 MAIL ADDRESS: STREET 1: C/O FUEL TECH INC STREET 2: 300 ATLANTIC ST CITY: STAMFORD STATE: CT ZIP: 06901 S-8 1 S-8 Registration No. 333 - -------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------------------- FUEL-TECH N.V. (Exact name of registrant as specified in its charter) NETHERLANDS ANTILLES N/A (State or other jurisdiction of incorporation (I.R.S. Employer Identification or organization) Number) Fuel-Tech N.V. Fuel Tech, Inc. (Registrant) (U.S. Operating Subsidiary) Castorweg 22-24 300 Atlantic Street Curacao Suite 703 Netherlands Antilles Stamford Connecticut 06901 (599) 9-461-3754 (203) 425-9830 (Address and telephone number of principal executive offices) THE 1993 INCENTIVE PLAN OF FUEL-TECH N.V. (Full title of plan) Charles W. Grinnell, Esq. 1055 Washington Blvd. - 5th Floor Stamford, CT 06901 (Name and address of agent for service) (203) 363-7105 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------- Title of Shares Amount to Proposed Maximum Proposed Maximum Amount of to be Registered be Registered (1) Offering Price Per Aggregate Offering Registration Fee Share(2) Price(2) Common Stock par value, $0.01 1,600,000 $2.054 $3,285,984 $867.50 - -----------------------------------------------------------------------------------------------------
(1) Includes an indeterminate number of shares of Common Stock that may be issuable by reason of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933. (2) Based upon the following shares and exercise prices, 135,185 shares at $1.75; 60,000 shares at $1.531; 10,500 shares at $1.375; 25,000 shares at $1.563; 32,000 shares at $2.06; 366,500 shares at $2.125; 44,500 shares at $1.47; 80,000 shares at $2.125; 6,000 shares at $3.03; 20,000 shares at $2.593; 328,000 shares at $2.063 and, estimated solely for the purpose of computing the registration fee pursuant to Rule 457 under the Securities Act of 1933, 492,315 shares at $2.188, being the average of the high and low prices as reported on The Nasdaq Stock Market, Inc. on May 1, 2000. This Registration Statement is filed pursuant to instruction E to Form S-8 to register additional Common Stock issuable under Registrant's 1993 Incentive Plan, as amended. Pursuant to Instruction E to Form S-8, the Registrant hereby incorporates by reference into this Registration Statement the contents of the Registrant's Registration Statement on Form S-8 (File No. 33-83068) and all post effective amendments thereto. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel. Charles W. Grinnell, Esq, is furnishing an opinion required for this Registration Statement as to the legality of the securities to be issued under the Plan. Mr. Grinnell is an officer, director and employee of the Registrant and owns or has options to purchase 86,500 shares of Common Stock of the Registrant. Item 8. Exhibits. Exhibit No. Description Of Exhibit - ----------- ---------------------- 4.1 Articles of Association, as amended through April 27, 1998, filed as Exhibit to Registrant's Annual Report on Form 20-F for 1997. * 4.2 The 1993 Incentive Plan of Fuel-Tech N.V., as amended through June 5, 1998, (the "Plan") and 1998 Form of Option Agreement, filed as Exhibit to the Registrant's Annual Report on Form 20-F for 1997. * 5.0 Opinion of counsel as to the legality of obligations and securities offered under the Plan. 23.1 Consent of Ernst & Young LLP 23.2 Consent of counsel (included in Exhibit 5.0 hereto). 24.0 Powers of Attorney in favor of Douglas G. Bailey, Ralph E. Bailey, John A. de Havilland, Charles W. Grinnell, Jeremy D. Peter-Hoblyn, John R. Selby, Scott M. Schecter, Tarma Trust Management N.V. and James M. Valentine (included on signature pages). * Incorporated herein by reference. -1- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all 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 the City of Stamford, Connecticut, on May 2, 2000. FUEL-TECH N.V. By /s/ Ralph E. Bailey -------------------- Ralph E. Bailey Chairman and Chief Executive Officer Each person whose signature appears below constitutes and appoints Ralph E. Bailey and Charles W. Grinnell, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on May 2, 2000 in the capacities indicated.
Signature Title /s/ Ralph E. Bailey Chairman, Chief Executive Officer - ----------------------------- and Director (Principal Executive Officer) Ralph E. Bailey /s/ Scott M. Schecter Vice President, Treasurer and Chief Financial Officer - ----------------------------- (Principal Financial and Accounting Officer) Scott M. Schecter /s/ Douglas G. Bailey Director - ----------------------------- Douglas G. Bailey /s/ John A. de Havilland Director - ----------------------------- John A. de Havilland /s/ C. W. Grinnell Vice President, General Counsel, - ----------------------------- Corporate Secretary and Director Charles W. Grinnell /s/ J. D. Peter-Hoblyn Director - ----------------------------- Jeremy D. Peter-Hoblyn /s/ John R. Selby Director - ----------------------------- John R. Selby Tarma Trust Management N.V. Director By: /s/ Robert J. Huyzen - ----------------------------- Robert J. Huyzen Managing Director /s/ James M. Valentine Director - ----------------------------- James M. Valentine
-2- EX-5.0 2 EXHIBIT 5.0 Exhibit 5.0 May 2, 2000 Board of Directors Fuel-Tech N.V. Castorweg 22-24 Curacao Netherlands Antilles Dear Sirs: This opinion is rendered in connection with the registration on Form S-8 ("the Registration Statement") of 1,600,000 shares of Common Stock (the "Shares") of Fuel-Tech N.V. (the "Company") pursuant or subject to the 1993 Incentive Plan of the Company as amended through June 5, 1998. In rendering this opinion I have reviewed the Articles of Incorporation of the Company, as amended, and such other documents as I deemed relevant in the circumstances. In my opinion such of the Shares as are to be issued under stock option agreements extant as of the date hereof have been duly authorized, and, when approved by resolution of the Board of Directors of the Company and covered by future stock option agreements, the remainder of the Shares shall have been duly authorized. Further, in my opinion, when payment of the exercise price is made to and certificates therefor are issued by the Transfer Agent and Registrar of the Company, the Shares evidenced by such certificates shall be validly issued and non-assessable. I consent to the reference to this opinion in the Registration Statement and to its inclusion as an exhibit to the Registration Statement. Very truly yours, /s/ C.W. Grinnell - ------------------------------- Charles W. Grinnell Vice President, General Counsel & Corporate Secretary EX-23.1 3 EXHIBIT 23.1 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to The 1993 Incentive Plan of Fuel-Tech N.V., as amended through June 5, 1998, of our report dated March 1, 2000, with respect to the consolidated financial statements of Fuel-Tech N.V. included in the Annual Report on Form 10-K for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ---------------------- Chicago, Illinois May 2, 2000 -----END PRIVACY-ENHANCED MESSAGE-----