Form 8-K HUDSON TECHNOLOGIES INC For: Dec 05
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 5, 2016 | |
|
Hudson Technologies, Inc. | ||
| (Exact Name of Registrant as Specified in Its Charter) | ||
|
New York | ||
| (State or Other Jurisdiction of Incorporation) | ||
|
1-13412 |
13-3641539 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
|
PO Box 1541, 1 Blue Hill Plaza, Pearl River, New York |
10965 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
|
(845) 735-6000 | ||
| (Registrant's Telephone Number, Including Area Code) | ||
|
Not Applicable | ||
| (Former Name or Former Address, if Changed Since Last Report) | ||
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 provisions (see General Instruction A.2. below):
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 7.01. Regulation FD Disclosure
On December 5, 2016, Hudson Technologies, Inc. (the “Company”) issued a press release announcing a proposed underwritten public offering of its common stock (the “Offering”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the Offering, the Company filed a preliminary prospectus supplement on December 5, 2016 (the “Prospectus Supplement”). The Prospectus Supplement sets forth the following disclosure under the heading “Prospectus Supplement Summary - Recent Developments”:
In conjunction with this offering, and given the proximity to the close of the fourth quarter of 2016, we have chosen to provide a range of estimated losses per share and revenues for the three months ending December 31, 2016, as well as additional refrigerant pricing trend information. While we do not provide quarterly guidance, with respect to the fourth quarter of 2016, we estimate that the total loss per share, excluding the impact of this offering, will be between ($0.04) and ($0.05) and our revenues for the three months ending December 31, 2016, will be between $6.8 million and $7.5 million, which revenues are comparable to the prior year period. In addition, we reiterate our expectation that the full-year 2017 will continue the trend of revenue growth and higher than average historical gross margins. Moreover, during the fourth quarter of 2016, we are continuing to see further price increases for R-22 refrigerant. No assurances can be given, however, that the results for the fourth quarter of 2016 will not differ from these estimated amounts. These estimated amounts and related trend information are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These estimated amounts and trends may or may not be realized, and they may be based upon judgments or assumptions that prove incorrect. Our results for this quarter or any future period may vary significantly from these amounts based on other unexpected issues in our business and operations.
The Company is furnishing the information in this Current Report on Form 8-K. Such information, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated December 5, 2016
| 2 |
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.
Date: December 5, 2016
| HUDSON TECHNOLOGIES, INC. | ||
| By: | /s/ Stephen P. Mandracchia | |
| Name: | Stephen P. Mandracchia | |
| Title: | Vice President Legal & Regulatory | |
| Secretary | ||
| 3 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Hudson Technologies, Inc. Announces Proposed $49 Million Public Offering of Common Stock
PEARL RIVER, NY, December 5, 2016 – Hudson Technologies, Inc. (NASDAQ: HDSN), announced today that it intends to offer and sell up to $45 million of shares of its common stock, together with certain selling shareholders who intend to offer and sell up to $4 million of shares of common stock, subject to market and other conditions, in an underwritten public offering pursuant to an effective shelf registration. Hudson Technologies also expects to grant the underwriters a 30-day option to purchase up to an additional 15% of shares of common stock offered in the public offering solely to cover overallotments, if any. Hudson Technologies intends to use the net proceeds from this offering for working capital and general corporate purposes which may include, among other things, funding acquisitions, although the Company has no present commitments or agreements with respect to any such transactions. Hudson Technologies may also use a portion of the proceeds to reduce or repay indebtedness under its loan agreement with its existing commercial lender.
William Blair & Company, L.L.C. and Craig-Hallum Capital Group LLC are acting as joint book-running managers. Roth Capital Partners and B. Riley & Co., LLC are acting as co-managers for the offering.
A shelf registration statement relating to the shares of common stock to be issued in the offering was filed with the Securities and Exchange Commission (the “SEC”), on Form S-3 (File No. 333-207969) which the SEC declared effective on December 18, 2015. A preliminary prospectus supplement relating to the offering will be filed with the SEC. When available, copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained by contacting William Blair & Company, L.L.C. at 222 West Adams Street, Chicago, IL 60606, Attention: Prospectus Department, by telephone at (800) 621-0687, or by email at [email protected]; or by contacting Craig-Hallum Capital Group LLC at 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, by telephone at (612) 334-6300, or by email at [email protected]. Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the SEC website at http://www.sec.gov.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.
About Hudson Technologies
Hudson Technologies, Inc. is a leading provider of innovative solutions to recurring problems within the refrigeration industry. Hudson Technologies’ proprietary RefrigerantSide® Services increase operating efficiency and energy savings, and remove moisture, oils and other contaminants frequently found in the refrigeration circuits of large comfort cooling and process refrigeration systems. In addition, the Company sells refrigerants and provides traditional reclamation services to the commercial and industrial air conditioning and refrigeration markets.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This news release contains certain forward-looking statements that involve risks and uncertainties, including, without limitation, statements regarding the completion, timing and size of the public offering, the Underwriters’ exercise of the over-allotment option, Hudson Technologies’ anticipated proceeds from the offering and its use of those proceeds. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to market conditions and the satisfaction of customary closing conditions related to the public offering. There can be no assurance that Hudson Technologies will be able to complete the public offering on the anticipated terms, or at all.
Additional risks and uncertainties faced by the Company are contained from time to time in the Company’s filings with the SEC, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and its subsequent quarterly reports on Form 10-Q and current reports on Form 8-K, which you may obtain for free on the SEC’s website at http://www.sec.gov. Collectively, these risks and uncertainties could cause the Company’s actual results to differ materially from those projected in the forward-looking statements contained herein and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company disclaims any intention or obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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Investor Relations Contact: Institutional Marketing Services (IMS) |
Company Contact: |
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