8-K 1 d57818_8-k.txt FORM 8-K 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): December 29, 2003 HUDSON TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) NEW YORK 1-13412 13-3641539 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 275 North Middletown Road, Pearl River, New York 10965 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (845) 735-6000 -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 1 Item 5. Other Events and Regulation FD Disclosure The unaudited condensed consolidated pro forma balance sheet of the registrant as of November 30, 2003 presented below in this Item 5 is being filed by the registrant solely to demonstrate to The Nasdaq Stock Market, Inc. its compliance with the stockholders' equity quantitative maintenance criteria for the inclusion of its common stock on the Nasdaq National Market as set forth in Marketplace Rule 4310 (c)(2)(B). The unaudited condensed consolidated pro forma balance sheet has been prepared to reflect the issuance by the registrant of 3,833,300 shares of its common stock as a result of the consummation of its public offering of common stock on December 19, 2003 as well as the conversion of certain outstanding debt of the registrant to equity resulting in an increase in the registrant's stockholders' equity of approximately $3,430,000. The unaudited condensed consolidated pro forma balance sheet is presented for illustration purposes only in accordance with the assumptions set forth below. The unaudited condensed consolidated pro forma balance sheet presented below has been prepared internally by the registrant's management and has not been reviewed by registrant's auditors and are therefore subject to change. In addition, the condensed consolidated pro forma balance sheet may not necessarily include all adjustments that may be necessary to present fairly the financial position of the registrant for the period presented. 2 Hudson Technologies, Inc. Pro Forma Balance November 30, 2003 (unaudited) ($ in Thousands)
Pro Forma Pro Forma Nov. 30, 2003 Adjustments Nov. 30, 2003 Current assets: Cash and cash equivalents $ 164 2 $ 1,341 $ 1,505 Trade accounts receivable 2,005 2,005 Inventories 2,727 2,727 Prepaid expenses and other 268 268 -------- -------- Total current assets 5,164 6,505 -------- -------- Property and equipment, less depreciation 2,191 2,191 Intangibles, less amortization 24 24 Other assets 497 1 138 110 -------- -------- 2 (525) ------- Total assets $ 7,876 $ 954 $ 8,830 -------- ------- -------- Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued expenses $ 4,344 1 $ 149 $ 4,075 2 (418) Short-term debt including current portion of Long Term debt 1,547 -- 1,547 -------- ------- -------- Total current liabilities 5,891 (269) 5,622 Long-term Subordinated Notes - related parties 2,029 1 205 -- 2 (2,234) Long-term debt, less current maturities 370 -- 370 -------- ------- -------- Total liabilities 8,290 (2,298) 5,992 -------- ------- -------- Stockholders' equity Preferred stock 12,509 12,509 Common stock 52 2 38 90 Additional paid-in capital 19,270 2 3,430 22,700 Retained earnings (32,245) 1 (216) (32,461) -------- ------- -------- Total stockholders' equity (414) 3,252 2,838 -------- ------- -------- Total liabilities and stockholders' equity $ 7,876 $ 954 $ 8,830 -------- ------- --------
---------- (1) To record additional, offering, interest and original issue discount expenses of $138, $11, and $205, respectively (2) To record net proceeds of capital raise as follows: 3 Gross Proceeds: Contribution to equity of vendor payables and accrued interest on related party debt of $255 and $163, respectively $ 418 Conversion of related party debt to equity 2,234 Cash proceeds from sale of securities 1,341 ------- Gross capital raise 3,993 Offering expenses (525) ------- Net capital raise 3,468 ======= Issuance of 3,833,300 shares of Common stock 38 Net contribution to additional paid in capital 3,430 ------- $ 3,468 ------- 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 thereunto duly authorized. HUDSON TECHNOLOGIES, INC. (Registrant) By: Stephen P. Mandracchia ---------------------- Stephen P. Mandracchia Vice President, Secretary Date: December 29, 2003 4