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
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(Former name or former address, if changed since last report)
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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 $3,430,000. The
unaudited condensed consolidated pro forma balance sheet is presented for
illustration purposes only in accordance with the assumptions set forth below.
The unaudited condensed consolidated pro forma balance sheet presented below has
been prepared internally by the registrant's management and has not been
reviewed by registrant's auditors and are therefore subject to change. In
addition, the condensed consolidated pro forma balance sheet may not necessarily
include all adjustments that may be necessary to present fairly the financial
position of the registrant for the period presented.
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Hudson Technologies, Inc.
Pro Forma Balance
November 30, 2003
(unaudited)
($ 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)
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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
-------- ------- --------
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(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:
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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
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Issuance of 3,833,300 shares of Common stock 38
Net contribution to additional paid in capital 3,430
-------
$ 3,468
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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
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