-----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, HzlXPTa5crcR8gIiD+hQvsxPtAUxcDANn8wLkpdPFK1dvpq8Oh4Zw1OtKk7AmuZl 8sUwGYeLPKB16kzDzXs8bg== 0001024780-03-000003.txt : 20031212 0001024780-03-000003.hdr.sgml : 20031212 20031212195430 ACCESSION NUMBER: 0001024780-03-000003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031110 FILED AS OF DATE: 20031212 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: 031052943 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 LLC CENTRAL INDEX KEY: 0001271725 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13412 FILM NUMBER: 031052941 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: 031052942 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 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: 031052944 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 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: 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: 031052940 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: 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: 031052939 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 4 1 primary_doc.xml PRIMARY DOCUMENT X0201 4 2003-11-10 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 C/O BANK OF BERMUDA, LTD. 6 FRONT STREET HAMILTON D0 HM 11 BERMUDA 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 2003-12-08 4 P 0 795454 1.1 A 1334980 I See Footnotes Series A Convertible Preferred Stock 2.375 2003-09-30 4 J 0 4304 A 2003-09-30 2004-03-31 Common Stock 181221 125086 I See Footnotes 3, 4, 5 and 6. Series A Convertible Preferred Stock 1.1 2003-11-10 4 J 0 0 A 2003-11-10 2004-03-31 Common Stock 11371455 125086 I See Footnotes 3, 4, 5 and 6. On December 8, 2003, in connection with the Issuer's public rights offering, (a) Fleming US Discovery Fund III, L.P. (US Fund) purchased 684,909 shares of Common Stock at the USD1.10 per share price, for an aggregate purchase price of USD753,400, and (b) Fleming US Discovery Offshore Fund III, L.P. (Offshore Fund) purchased 110,545 shares of Common Stock at the USD1.10 per share price, for an aggregate purchase price of USD121,600. The amounts shown represent the direct beneficial ownership of the Issuer's equity securities by the US Fund and the Offshore Fund. In addition, the other reporting owners on this Form 4 have indirect beneficial ownership interests, (which are described in footnotes 3, 4, 5 and 6 below). The US Fund, as the 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 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 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 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 Tables I and 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 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. There is no expiration date for the conversion of the Series A Convertible Preferred Stock (Series A Preferred); holders of the Series A Preferred are entitled to convert the Series A Preferred into Common Stock at any time. However, on March 31, 2004, the Issuer has the option to redeem all, but not less than all, of the outstanding shares of Series A Preferred at the mandatory redemption price (as defined in the designation of the Series A Preferred in the Issuer's Certificate of Incorporation) on March 31, 2004. On September 30, 2003, the Issuer paid in kind the following dividends in the form of an aggregate of 4,304 shares of Series A Preferred, in accordance with the terms of the Series A Preferred (x) to the US Fund, 3,708 shares of Series A Preferred and (y) to the Offshore Fund, 596 shares of Series A Preferred. See Footnote 2. Pursuant to the Agreement, Waiver and Consent dated as of December 19, 2002 between the Issuer and each of the US Fund and the Offshore Fund, each of the US Fund and the Offshore Fund agreed to defer the implementation of the anti-dilution provisions with respect to the conversion price of the Series A Preferred that would otherwise result from the issuance of the 10% Exchange Notes. However, such waiver of the anti-dilution adjustment does not apply in the event of a conversion of such notes in connection with the Issuer's equity offering or any other event that would result in the adjustment of the conversion price of the Series A Preferred as set forth in the designation of the Series A Preferred in the Issuer's Certificate of Incorporation. One such event would be the issuance or sale of additional shares of stock in exchange for consideration in an amount per additional share of stock less than the conversion price of the Series A Preferred in effect immediately prior to such issuance or sale of additional shares of stock. Thus, the issuance of shares of Common Stock on November 10, 2003, in connection with the Issuer's rights offering, at a price of USD1.10 per share triggered the anti-dilution adjustment provisions of the Series A Preferred, resulting in a reduction of the conversion price of the Series A Preferred from USD2.375 per share to USD1.10 per share. As of the date hereof, the 125,086 shares of Series A Preferred are currently convertible at a conversion price of USD1.10 per share into 11,371,455 shares of Common Stock. The foregoing calculation of the conversion of the Series A Preferred at USD1.10 per share reflects deemed beneficial ownership with respect to dispositive power. However, pursuant to Section 4 of the Certificate of Amendment to the Certificate of Incorporation of the Issuer filed January 3, 2003, in determining the number of votes per share of the Series A Preferred, the conversion price shall be the higher of (a) the conversion price then in effect, or (b) USD1.78. In accordance therewith, the conversion price is USD1.78 solely with respect to voting power of the Series A Preferred. Therefore, with respect to voting power, as of the date hereof, the 125,086 shares of Series A Preferred are convertible at a conversion price of USD1.78 per share into 7,027,303 shares of Common Stock. Shares of Series A Preferred are exercisable immediately upon issuance. Thus, the 125,086 shares of Series A Preferred were exercisable on their respective dates of issuance, as set forth in previous Section 16 filings. See Footnote 7. See Footnotes 10, 11 and 12. See Footnotes 10, 11 and 12. See Footnote 2. FLEMING US DISCOVERY FUND III, L.P., By: Fleming US Discovery Partners, L.P., its general partner, By: Fleming US Discovery, LLC, its general partner, By: Richard D. Waters, Jr., Manager 2003-12-12 FLEMING US DISCOVERY OFFSHORE FUND III, L.P., By: Fleming US Discovery Partners, L.P., its general partner, By: Fleming US Discovery, LLC, its general partner, By: Richard D. Waters, Jr., Manager 2003-12-12 FLEMING US DISCOVERY PARTNERS, L.P., By: Fleming US Discovery, LLC, its general partner, By: Richard D. Waters, Jr., Manager 2003-12-12 FLEMING US DISCOVERY, LLC, By: Richard D. Waters, Jr., Manager 2003-12-12 JPMP CAPITAL CORP., By: Richard D. Waters, Jr., Managing Director 2003-12-12 J.P. MORGAN CHASE & CO., By: Anthony J. Horan, Corporate Secretary 2003-12-12 -----END PRIVACY-ENHANCED MESSAGE-----