S-3MEF

As filed with the Securities and Exchange Commission on December 9, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HUDSON TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

New York	13-3641539
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

P.O. Box 1541

One Blue Hill Plaza

Pearl River, NY 10965

Telephone: (845) 735-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kevin J. Zugibe, Chairman and Chief Executive Officer

Hudson Technologies, Inc.

P.O. Box 1541

One Blue Hill Plaza

Pearl River, NY 10965

Telephone: (845) 735-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael Grundei, Esq.

Wiggin and Dana LLP

Two Stamford Plaza

281 Tresser Boulevard

Stamford, CT 06901

Telephone: (203) 363-7600

Facsimile: (203) 363-7676

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-207969

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

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. (Check one):

Large accelerated filer	¨		Accelerated filer x
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered (1)	Amount to be Registered(2)		Proposed Maximum Offering Price Per Security			Proposed Maximum Aggregate Offering Price		Amount of Registration  Fee
Common Stock, par value $.01 per share		—		—			—		—
Preferred Stock, par value $.01 per share		—		—			—		—
Warrants		—		—			—		—
Debt Securities		—		—			—		—
Units(3)		—		—			—		—
Total:	$	1,750,000.00		(4	)	$	1,750,000.00		$   202.83	(5)(6)

(1)	The Registrant previously registered securities, including common stock, preferred stock, warrants, debt securities and units comprised of same, with an aggregate offering price of $50,000,000 on a Registration Statement on Form S-3 (File No. 333-207969) filed by the Company on November 12, 2015, as amended on December 18, 2015, and declared effective by the Securities and Exchange Commission on December 18, 2015 (the “Registration Statement”). In accordance with Rule 462(b) under the Securities Act, an additional amount of securities, including common stock, preferred stock, warrants, debt securities and units comprised of same having a proposed maximum aggregate offering price of $1,750,000 is hereby registered, representing no more than 20% of the maximum aggregate offering price of securities available for issuance under the Registration Statement. In no event will the maximum aggregate offering price of all securities issued pursuant to this Registration Statement exceed that registered under such registration statements. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities.
(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, or Securities Act, the securities being registered hereunder also include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(3)	Consisting of some or all of the securities listed above, in any combination, including common stock, preferred stock, warrants and debt securities.
(4)	The proposed maximum aggregate offering price per class of security in primary offerings will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.
(5)	The amount of the registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.
(6)	Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $115.90 per $1,000,000 of the proposed maximum aggregate offering price.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed to register an additional $1,750,000 of securities, including common stock, preferred stock, debt securities, warrants and units comprised of same, of Hudson Technologies, Inc., a New York corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended and General Instruction IV of Form S-3. This registration statement incorporates by reference the contents of the registrant’s registration statement on Form S-3 (File No. 333-207969), as amended, which was declared effective by the Commission on December 18, 2015, including all amendments and exhibits thereto and all information incorporated by reference therein, other than the exhibits filed herewith. The Company is filing this Registration Statement for the sole purpose of increasing the maximum aggregate offering amount of securities registered under the Prior Registration Statement by $1,750,000.

The required opinion and consent is listed on an Exhibit Index attached hereto and filed herewith.

The registrant hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth in the cover page of this registration statement by wire transfer of such amount to the Commission’s account as soon as practicable (but no later than the close of business on December 9, 2016); (ii) it will not revoke such instruction; and (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee.

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 of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pearl River, State of New York, on the 8th day of December, 2016.

HUDSON TECHNOLOGIES, INC.
By:	/s/ KEVIN J. ZUGIBE
	Kevin J. Zugibe,
	Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin J. Zugibe, Stephen P. Mandracchia and Brian F. Coleman and each of them, his or her true and lawful attorney-in-fact and agent, with full power and substitution and resubstitution, for him or her or its and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement and any registration statement filed under Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with 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 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 in the capacities and on the dates indicated:

Name	Title	Date
/s/ KEVIN J. ZUGIBE*
Kevin J. Zugibe	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	December 8, 2016
/s/ NAT KRISHNAMURTI
Nat Krishnamurti	Chief Financial Officer (Principal Financial and Accounting Officer)	December 8, 2016
/s/ VINCENT P. ABBATECOLA*
Vincent P. Abbatecola	Director	December 8, 2016
/s/ BRIAN F. COLEMAN*
Brian F. Coleman	Director and President and Chief Operating Officer	December 8, 2016

Name	Title	Date
/s/ DOMINIC J. MONETTA*
Dominic J. Monetta	Director	December 8, 2016
/s/ OTTO C. MORCH*
Otto C. Morch	Director	December 8, 2016
/s/ RICHARD PARRILLO*
Richard Parrillo	Director	December 8, 2016
/s/ ERIC A. PROUTY*
Eric A. Prouty	Director	December 8, 2016

*By:	/s/ Stephen P. Mandracchia
Stephen P. Mandracchia
Attorney-in-Fact

EXHIBIT INDEX

Number	Exhibit Title
5	Opinion of Stephen P. Mandracchia.
23.1	Consent of BDO USA, LLP.
23.2	Consent of Stephen P. Mandracchia (included in Exhibit 5).
24	Power of Attorney (included on the signature page of the Registration Statement).

EX-5

Exhibit 5

Hudson Technologies, Inc.

P.O. Box 1541

One Blue Hill Plaza

Pearl River, NY 10965

December 8, 2016

Hudson Technologies, Inc.
P.O. Box 1541

One Blue Hill Plaza
Pearl River, NY 10965

Re: Hudson Technologies, Inc. - Registration Statement on Form S-3

Gentlemen:

In my role as Vice President Legal and Regulatory of Hudson Technologies, Inc., a New York corporation (the “Company”), I also serve in the capacity as its general counsel. You have requested my opinion in connection with the Company’s Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to (A) the proposed offer and sale from time to time of up to $1,750,000 in aggregate amount of any of the following: (i) shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), (ii) shares of one or more series of preferred stock, par value $0.01 per share, of the Company (the “Preferred Stock”), (iii) one or more debt securities of the Company (the “Debt Securities”), (iv) warrants to purchase Common Stock or Preferred Stock (the “Warrants”) and (v) units comprised of one or more of shares of Common Stock, shares of Preferred Stock, Debt Securities and Warrants (the “Units” and, collectively with the Common Stock, Preferred Stock, Debt Securities and Warrants, the “Securities”).

In rendering the opinions set forth below, I have examined originals or copies, certified or otherwise, identified to my satisfaction of such documents and corporate and public records as I deem necessary as a basis for the opinions hereinafter expressed. With respect to such examination, I have assumed the genuineness of all signatures appearing on all documents presented to me as originals, and the conformity to the originals of all documents presented to me as conformed or reproduced copies. Where factual matters relevant to such opinion were not independently established, I have relied upon certificates of executive officers and responsible employees and agents of the Company.

Hudson Technologies, Inc.

December 8, 2016

Page 2

For purposes of this opinion letter, I have also assumed that (a) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and such effectiveness will not have been terminated or rescinded, (b) any applicable prospectus supplement will have been prepared and filed with the Securities and Exchange Commission describing the Securities offered thereby, (c) all Securities will be offered and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and any appropriate prospectus supplement, (d) any definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the parties thereto, (e) any Securities issuable upon conversion, exchange, redemption or exercise of any Securities being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise, (f) at the time of any offering or sale of any shares of Common Stock or Preferred Stock or Warrants to purchase shares of Common Stock or Preferred Stock, there will be sufficient shares of Common Stock and/or Preferred Stock, as applicable, authorized and unissued under the Company’s then operative certificate of incorporation, as amended by a Certificate of Amendment (defined below) in respect of Preferred Stock as applicable (the “Certificate of Incorporation”), and not otherwise reserved for issuance, (g) at the time of issuance or sale of the Securities, the Company will be validly existing and duly qualified and in good standing under the laws of its jurisdiction of incorporation, and have the necessary corporate power for such issuance, (h) at the time of issuance or sale of the Securities, the Certificate of Incorporation and then operative by-laws of the Company (the “By-Laws” and collectively with the Certificate of Incorporation, the “Charter Documents”) are in full force and effect and, except as contemplated hereby, have not been amended, restated, supplemented or otherwise altered since the date hereof, (i) any applicable indenture relating to the issuance of the Debt Securities and any Warrant Agreement (defined below) or Unit Agreement (defined below) will be duly authorized, executed and delivered by the parties thereto and constitute legally valid and binding obligations of the parties thereto, enforceable against each of them in accordance with their respective terms, and (j) that the terms, execution and delivery of the Securities (i) do not result in breaches of, or defaults under, agreements or instruments to which the Company and any selling shareholders is bound or violations of applicable statutes, rules, regulations or court or governmental orders, and (ii) comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Company and any selling shareholders. I have further assumed the legal capacity of natural persons, and I have assumed that each party to the documents I have examined or relied on has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make such documents enforceable against that party. I have not verified any of the foregoing assumptions.

The opinions expressed in this opinion letter are limited to the laws of the State of New York. My opinions are based on these laws as in effect on the date hereof. I express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof. I am not opining on, and I assume no responsibility for, the applicability for, the applicability to or effect on any of the matters covered herein of (i) any other laws; (ii) the laws of any other jurisdiction; (iii) or the laws of any county. I am not rendering any opinion as to compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

Hudson Technologies, Inc.

December 8, 2016

Page 3

Based upon and subject to the foregoing and the other matters set forth herein, it is my opinion that:

(1)         With respect to shares of Common Stock offered by the Company under the Registration Statement, when (a) the Company has taken all necessary action to authorize and approve the issuance thereof and related matters, and (b) certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered, or if uncertificated, valid book-entry notations have been made in the share register of the Company, in each case in accordance with the Charter Documents, either (i) against payment therefor in an amount not less than the par value thereof or such other consideration determined by the Company’s Board of Directors and permitted under the New York Business Corporation Law and in the manner contemplated by the Registration Statement and/or any applicable prospectus supplement and in accordance with the provisions of the applicable definitive purchase, underwriting or similar agreement, if any, approved by the Company or (ii) upon conversion, exchange, redemption or exercise of any other Security in accordance with the terms of such Security or the instrument (including for purposes hereof a Certificate of Amendment) governing such Security as approved by the Company, for the consideration approved by the Company (in an amount not less than the par value thereof or such other consideration determined by the Company’s Board of Directors and permitted under the New York Business Corporation Law), the shares of Common Stock will be duly authorized, validly issued, fully paid and non-assessable.

(2)         With respect to shares of one or more series of Preferred Stock offered by the Company under the Registration Statement, when (a) the Company has taken all necessary action to authorize and approve the issuance thereof and related matters, including the adoption of an appropriate certificate of amendment to the Certificate of Incorporation relating to such series of Preferred Stock which has been properly filed with the Secretary of State of the State of New York (“Certificate of Amendment”), and (b) certificates representing the shares of Preferred Stock have been duly executed, countersigned, registered and delivered, or if uncertificated, valid book-entry notations have been made in the share register of the Company, in each case in accordance with the Charter Documents, either (i) against payment therefor in an amount not less than the par value thereof or such other consideration determined by the Company’s Board of Directors and permitted under the New York Business Corporation Law and in the manner contemplated by the Registration Statement and/or any applicable prospectus supplement and in accordance with the provisions of the applicable definitive purchase, underwriting or similar agreement, if any, approved by the Company or (ii) upon conversion, exchange, redemption or exercise of any other Security in accordance with the terms of such Security or the instrument (including for purposes hereof a Certificate of Amendment) governing such Security as approved by the Company, for the consideration approved by the Company (in an amount not less than the par value thereof or such other consideration determined by the Company’s Board of Directors and permitted under the New York Business Corporation Law), the shares of Preferred Stock will be duly authorized, validly issued, fully paid and non-assessable.

Hudson Technologies, Inc.

December 8, 2016

Page 4

(3)         With respect to Debt Securities, when (a) an applicable indenture, if any, or any necessary amendment or supplement thereto or other agreement in respect thereof, if any, has been duly authorized and validly executed and delivered by the Company and the trustee thereunder, (b) any applicable indenture, if required, has been duly qualified under the Trust Indenture Act of 1939, as amended, if qualification is required thereunder, (c) the specific terms and the issuance and sale of any particular Debt Security have been duly established in accordance with the applicable indenture, if any, or any necessary amendment thereto or other agreement in respect thereof, if any, and authorized by all necessary action of the Company, and (d) any such Debt Security has been duly executed, issued, authenticated (if required) and delivered by or on behalf of the Company as contemplated by the Registration Statement and/or any applicable prospectus supplement either (i) against payment therefor in accordance with the provisions of the applicable indenture and/or any other agreement or instrument binding upon the Company and the provisions of the applicable definitive purchase, underwriting or similar agreement approved by the Company and in the manner contemplated by the Registration Statement and/or any applicable prospectus supplement or (ii) upon conversion, exchange, redemption or exercise of any other Security in accordance with the terms of such Security or the instrument (including for purposes hereof a Certificate of Amendment) governing such Security as approved by the Company, for the consideration approved by the Company, such Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

(4)         With respect to Warrants offered by the Company under the Registration Statement, when (a) the Company has taken all necessary action to authorize and approve the creation of and the issuance and terms of the Warrants, the terms of the offering thereof and related matters, (b) a warrant agreement in respect thereof (a “Warrant Agreement”) has been duly authorized, executed and delivered by the Company in accordance with applicable law and (c) the Warrants have been duly executed and delivered against payment therefor in accordance with the provisions of the Warrant Agreement and in the manner contemplated by the Registration Statement and/or any applicable prospectus supplement (assuming the securities issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action and in accordance with applicable law), the Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

Hudson Technologies, Inc.

December 8, 2016

Page 5

(5)         With respect to Units, assuming that (a) any Debt Securities that form a part of such Units constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, as contemplated in numbered paragraph 3 above, (b) any Warrants that form a part of such Units constitute valid and binding obligations of the Company in accordance with their terms, as contemplated in numbered paragraph 4 above, and (c) any shares of Common Stock or Preferred Stock that form a part of such Units are validly issued, fully paid and nonassessable, as contemplated in numbered paragraphs 1 and 2 above, respectively, when (i) the Company has taken all necessary corporate action to approve the creation of and the issuance and terms of the Units (including the Securities which comprise such Units), the terms of the offering thereof and related matters, (ii) any applicable unit agreement has been duly authorized, executed and delivered by the Company in accordance with applicable law (a “Unit Agreement”), and (iii) the Units or certificates representing the Units, as the case may be, have been delivered against payment therefor in accordance with the provisions of any applicable Unit Agreement or purchase or similar agreement approved by the Company and in the manner contemplated by the Registration Statement and/or any applicable prospectus supplement, the Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

I express no opinion regarding (i) the validity or enforceability of any provisions that purport to waive or not give effect to rights or notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law, (ii) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws, (iii) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (iv) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies or judicial relief, (v) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (vi) provisions for exclusivity, election or cumulation of rights or remedies, (vii) provisions authorizing or validating conclusive or discretionary determinations, (viii) grants of setoff rights, (ix) the availability of equitable remedies to any person or entity including, but not limited to, specific performance and injunctive relief; (x) the effect of bankruptcy, reorganization, insolvency, fraudulent conveyance, fraudulent transfer, moratorium and other similar laws or equitable principles affecting creditors’ rights or remedies (whether applied by a court of law or equity), (xi) the effect of applicable law and court decisions which may hereafter limit or render unenforceable certain rights or remedies of any person or entity and (xii) the severability, if invalid, of provisions to the foregoing effect.

Hudson Technologies, Inc.

December 8, 2016

Page 6

I hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement, and to the use of my name as your counsel under “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, I do not thereby concede that I come within the categories of persons whose consent is required by the Act or the General Rules and Regulations promulgated thereunder. I assume no obligation to update or supplement any of the opinions set forth herein to reflect any changes of law or fact that may occur after the Registration Statement becomes effective.

Very truly yours,

/s/ Stephen P. Mandracchia

Stephen P. Mandracchia, Esq.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Hudson Technologies, Inc.

Pearl River, NY

We hereby consent to the incorporation by reference in the Registration Statement of Hudson Technologies, Inc. on Form S-3 MEF filed pursuant to Rule 462(b) under the Securities Act of 1933 of our reports dated March 11, 2016 relating to the consolidated financial statements and the effectiveness of Hudson Technologies Inc.’s internal control over financial reporting, which appear in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

We also consent to the reference to us under the caption "Experts" in the Prospectus incorporated by reference into such Registration Statement.

/s/ BDO USA, LLP

Stamford, CT

December 7, 2016