8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 1, 2010

FUEL TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33059	20-5657551
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Fuel Tech, Inc.
27601 Bella Vista Parkway
Warrenville, IL 60555-1617
630-845-4500

(Address and telephone number of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

1. On April 5, 2010, Fuel Tech, Inc. (“Fuel Tech” or the “Registrant”) issued the press release attached as Exhibit 99.1 to this Report announcing that: (a) John F. Norris Jr. had resigned from his position as President and Chief Executive Officer of the Registrant pursuant to the terms of a Transition Agreement (the “Transition Agreement”) between Mr. Norris and Fuel Tech; and (b) to replace Mr. Norris, the Board of Directors of the Registrant on April 1, 2010 elected Douglas G. Bailey, the Registrant’s Chairman of the Board of Directors, to serve as President and Chief Executive Officer, on an interim basis.

2. Under the Transition Agreement, Mr. Norris will continue to serve as an employee and member of the Board of Directors of Fuel Tech until May 20, 2010 (the “Transition Period”), during which period he will continue to receive his current monthly salary. In addition, the Transition Agreement requires Mr. Norris and Fuel Tech to enter into a Separation Agreement at the end of the Transition Period. Under the Separation Agreement, the following severance compensation and benefits will be provided to Mr. Norris: (a) a severance payment of $500,000, payable over a period of twelve months; and (b) reimbursement for out of pocket COBRA insurance premium costs actually paid by Mr. Norris should he choose to continue his medical, dental or vision healthcare coverages through COBRA for a period of eighteen months. In addition, the Separation Agreement also contains a non-competition and non-solicitation covenant, prohibiting Mr. Norris from competing with the business of Fuel Tech for a period of twelve months following the end of his employment, as well as other customary provisions.

3. Mr. Bailey has been Chairman of the Board of Fuel Tech since January 2010, director of Fuel Tech since April 1998 and was Deputy Chairman from 2002 through December 2009. He was an employee of Fuel Tech from January 1, 2004 through December 31, 2009. Mr. Bailey, who is the son of Ralph E. Bailey, the Chairman Emeritus of the Fuel Tech Board, has been President of American Bailey Corporation (ABC), a closely held private equity firm, since 1984 and its Chief Executive Officer since 1996.

     As compensation from the Registrant commencing on April 1, 2010 Mr. Bailey will receive a monthly salary of $32,500, a Participation Percentage of 37.5% in the Registrant’s Executive Officer Incentive Plan and participation in the benefit and welfare programs offered by the Registrant to its employees from time to time. During the time Mr. Bailey serves the Registrant as President and Chief Executive Officer and also as Chairman of the Board for the Registrant, Mr. Bailey will receive no compensation for his duties as Chairman of the Board of the Registrant.

     Mr. Bailey is entering into the Registrant’s standard form of employment agreement which sets forth the above elements of compensation, establishes his employment as employment at will, and provides for the protection of the Registrant’s intellectual and other property and for the assignment of inventions to the Registrant.

     Under the employment agreement, Mr. Bailey is not entitled to any payments upon severance. The employment agreement does contain, however, a provision entitling Mr. Bailey to continuation of base salary and benefits, and incentive bonus amounts earned under the plan for the year of termination, for up to one year or, sooner, on finding comparable employment, after involuntary termination not for cause within one year of a “Change in Control.” A Change in Control takes place if (a) any person or affiliated group becomes the beneficial owner of 51% or more of Fuel Tech’s outstanding securities, (b) in any two-year period, persons in the majority of the board of directors cease being so unless the nomination of the new directors was approved by a majority of the directors then still in office who were directors at the beginning of such period, (c) a business combination takes place where the shares of Fuel Tech are converted to cash, securities or other property, but not in a transaction in which the stockholders

of Fuel Tech have proportionately the same share ownership before and after the transaction, or (d) the stockholders of Fuel Tech approve of a plan of liquidation or dissolution of Fuel Tech

Item 9.01.Financial Statements and Exhibits.

     (d) Exhibits.

99.1 Press Release of Fuel Tech, Inc., dated April 5, 2010.

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 hereunto duly authorized.

 

	Fuel Tech, Inc. (Registrant)
Date: April 5, 2010
	By:	/s/ Albert G. Grigonis
		Albert G. Grigonis
		Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

CONTACT:	Tracy H. Krumme
	Vice President, Investor Relations
	(203) 425-9830

FOR IMMEDIATE RELEASE

FUEL TECH ANNOUNCES RETIREMENT OF JOHN F. NORRIS JR.
AS PRESIDENT AND CHIEF EXECUTIVE OFFICER

     WARRENVILLE, Ill., Apr. 5, 2010 — Fuel Tech, Inc. (NASDAQ: FTEK) today announced the retirement of John F. Norris Jr. as President and Chief Executive Officer of the Company, effective April 1, 2010, and as a Director, effective May 20, 2010, the date of Fuel Tech’s Annual Stockholders’ Meeting. During this transitional period, Mr. Norris will serve as Executive Advisor to Douglas G. Bailey, Chairman, who has been appointed President and Chief Executive Officer, on an interim basis, by the Board of Directors pending the recruitment of a new President and Chief Executive Officer for which Fuel Tech shall commission an executive search.

     John Norris stated, “My retirement has been on my mind for some time now given that my family has endured four years of my weekly commutes from Columbus, Ohio to Fuel Tech’s headquarters in Warrenville, Illinois. Following the recent departure of our Chief Financial Officer, John Graham, and with the Company having experienced a sustained period in which challenging economic conditions have impacted our business, the Board and I came to a decision that now is the right time to make a transition to a future management team.”

     Douglas Bailey commented, “John has devoted himself tirelessly to Fuel Tech as President and CEO these past four years, and has done so at great sacrifice to himself and his family. The Board and I thank John for his dedicated service and many accomplishments and wish him all the best in his well-deserved retirement.”

     Mr. Norris continued, “I have thoroughly enjoyed my time at Fuel Tech and am fully committed to working with Doug to ensure a smooth transition. I am also very proud of what was accomplished during my service. In particular, we made great progress expanding our markets internationally, especially in China, enhancing our FUEL CHEM^® product line, and broadening our

--more--

technical expertise to now offer one of the most complete portfolios of NOx control technologies of any company in the world.”

     Mr. Norris concluded, “It is with the utmost sincerity that I thank the shareholders and the Board of Directors for their support during this exciting but challenging period in the Company’s history.”

     Mr. Bailey added, “I have been associated with Fuel Tech for many years, having served as a Director since 1998, Deputy Chairman since 2002 and Chairman since January 1, 2010. As such, I am quite familiar with many aspects of the Company’s business models and organizational structure, as well as the potential opportunities that lie before us. It will be my priority to ensure that we will have a strong future leadership team in place to build upon John’s successes and aggressively grow the Company while leveraging the outstanding technologies, talent and core competencies resident at Fuel Tech. This assignment will take a dedicated and focused effort, to which I am most committed.”

     Mr. Bailey concluded, “Ralph Bailey, Chairman Emeritus, and I have been major investors in Fuel Tech for many years and we remain very optimistic about its future prospects. Yet we and the Board recognize that the Company must improve its performance if we are to realize Fuel Tech’s full potential. I can assure you that during this transitional period we will make every effort to strengthen Fuel Tech’s management foundation and strategic business practices to maximize long-term shareholder value.”

     Mr. Bailey has been President of American Bailey Corporation (ABC), a closely held private equity firm, since its founding in 1984 and has been its Chief Executive Officer since 1996. A graduate of Massachusetts Institute of Technology and Harvard Business School, he has worked closely with Fuel Tech since its affiliation with ABC began in April 1998.

About Fuel Tech

     Fuel Tech is a leading technology company engaged in the worldwide development, commercialization and application of state-of-the-art proprietary technologies for air pollution control, process optimization, and advanced engineering services. These technologies enable customers to produce both energy and processed materials in a cost-effective and environmentally sustainable manner.

     The Company’s nitrogen oxide (NOx) reduction technologies include advanced combustion modification techniques — such as Low NOx Burners and Over-Fire Air systems — and post-combustion NOx control approaches, including NOxOUT^® and HERT™ SNCR systems as well as

systems that incorporate ASCR™ (Advanced Selective Catalytic Reduction), CASCADE™, ULTRA™ and NOxOUT-SCR^® processes. These technologies have established Fuel Tech as a leader in NOx reduction, with installations on over 550 units worldwide, where coal, fuel oil, natural gas, municipal waste, biomass, and other fuels are utilized.

     The Company’s FUEL CHEM^® technology revolves around the unique application of chemicals to improve the efficiency, reliability, fuel flexibility and environmental status of combustion units by controlling slagging, fouling, corrosion, opacity and operational issues associated with sulfur trioxide, ammonium bisulfate, particulate matter (PM_2.5), carbon dioxide and NOx. This technology, in the form of a customizable FUEL CHEM program, is installed on over 90 combustion units burning a wide variety of fuels including coal, heavy oil, biomass, and municipal waste.

     Fuel Tech also provides a range of combustion optimization services, including airflow testing, coal flow testing and boiler tuning, as well as services to help optimize selective catalytic reduction system performance, including catalyst management services and ammonia injection grid tuning. In addition, flow corrective devices and physical and computational modeling services are available to optimize flue gas distribution and mixing in both power plant and industrial applications.

     Many of Fuel Tech’s products and services rely heavily on the Company’s exceptional Computational Fluid Dynamics modeling capabilities, which are enhanced by internally developed, high-end visualization software. These capabilities, coupled with the Company’s innovative technologies and multi-disciplined team approach, enable Fuel Tech to provide practical solutions to some of our customers’ most challenging problems. For more information, visit Fuel Tech’s web site at www.ftek.com.

     This press release may contain statements of a forward-looking nature regarding future events. These statements are only predictions and actual events may differ materially. Please refer to documents that Fuel Tech files from time to time with the Securities and Exchange Commission for a discussion of certain factors that could cause actual results to differ materially from those contained in the forward-looking statements.