Unassociated Document
PROSPECTUS
SUPPLEMENT
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Filed
pursuant to Rule 424(b)(5)
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(To
prospectus dated September 5, 2008)
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Registration
No. 333-151973
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Hudson
Technologies, Inc.
2,737,500 Shares
of Common Stock
Warrants
to Purchase 1,368,750 Shares of Common Stock
We are
offering directly to selected investors up to 2,737,500 shares of our
common stock and warrants to purchase up to 1,368,750 shares of our common
stock (and the shares of common stock issuable from time to time upon exercise
of these warrants). The common stock and the warrants will be sold in units,
with each unit consisting of one share of common stock and a warrant to purchase
0.50 shares of common stock, at an exercise price of $2.60 per share of
common stock. Each unit will be sold at a price of $2.00 per unit. Units will
not be issued or certificated. The shares of common stock and warrants are
immediately separable and will be issued separately. We refer to the shares of
common stock issued or issuable hereunder upon exercise of the warrants, and the
warrants to purchase common stock issued hereunder, collectively, as the
securities.
Our
common stock is traded on the NASDAQ Capital Market under the symbol “HDSN.” On
June 30, 2010, the last reported sale price of our common stock on the NASDAQ
Capital Market was $2.04. The aggregate market value of our outstanding common
stock held by non-affiliates is $33,765,638, based on 21,043,106 shares of
outstanding common stock, of which 13,506,255 shares are held by non-affiliates,
and a per share price of $2.50 based on the closing sale price of our common
stock on June 23, 2010. In addition to the shares of common stock and warrants
to purchase common stock being offered in this offering, we have previously
offered and sold 1,470,000 shares of our common stock and warrants to purchase
73,500 shares of our common stock during the past 12 calendar month period that
ends on and includes the date of this prospectus supplement, pursuant to General
Instruction I.B.6. of Form S-3.
We are
offering the units on a best efforts basis to certain institutional
investors. We have retained Canaccord Genuity Inc. as our placement
agent in connection with this offering.
Investing in our securities involves
a high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectus
supplement to read about factors you should consider before buying our
securities.
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Per Unit
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Total
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Public
offering price
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$
2.00
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$5,475,000
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Placement
agent’s fee
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$
0.13
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$ 355,875
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Proceeds,
before expenses, to us
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$
1.87
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$5,119,125
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We expect
the total offering expenses payable by us, excluding the placement agent’s fee,
to be approximately $180,000. Because there is no minimum offering
amount required as a condition to closing in this offering, the actual total
public offering amount, placement agent’s fee and net proceeds to us in this
offering are not presently determinable and may be substantially less than the
total amounts set forth above. The placement agent is not required to place any
specific number or dollar amount of units offered in this offering, but will use
its best efforts to place the units. The placement agent is not purchasing or
selling any units pursuant to this prospectus supplement or the accompanying
prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus
supplement is accurate or complete. Any representation to the contrary is a
criminal offense.
Canaccord
Genuity
The
date of this prospectus supplement is July 1, 2010.
TABLE
OF CONTENTS
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Page
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Prospectus
Supplement
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About
this Prospectus Supplement
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(i)
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Prospectus
Supplement Summary
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S-1
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Risk
Factors
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S-3
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Forward-Looking
Statements
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S-3
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Use
of Proceeds
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S-4
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Dilution
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S-4
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Description
of the Securities We Are Offering
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S-5
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Plan
of Distribution
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S-6
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Legal
Matters
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S-7
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Experts
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S-7
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Where
You Can Find More Information
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S-7
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Information
Incorporated by Reference
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S-7
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Prospectus
dated September 5, 2008
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Summary
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1
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Risk
Factors
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1
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About
this Prospectus
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1
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Cautionary
Note Regarding Forward-Looking Statements
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2
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Use
of Proceeds
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3
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Description
of Common Stock
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3
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Description
of Preferred Stock
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3
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Description
of Warrants
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6
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Description
of Debt Securities
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8
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Plan
of Distribution
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15
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Legal
Matters
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17
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Experts
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17
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Where
You Can Find More Information
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17
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Information
Incorporated by Reference
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18
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ABOUT
THIS PROSPECTUS SUPPLEMENT
A
registration statement on Form S-3 (File no. 333-151973) utilizing a shelf
registration process relating to the securities described in this prospectus
supplement was initially filed with the Securities and Exchange Commission, or
the SEC, on June 26, 2008 and, as amended, was declared effective on September
5, 2008. Under this shelf registration process, of which this
offering is a part, we may, from time to time, sell up to an aggregate of $30
million of our securities. In July of 2009 we sold 1,470,000 shares
of common stock and warrants to purchase 73,500 shares of our common stock under
this shelf registration process.
This
document is in two parts. The first part is this prospectus
supplement, which describes the terms of this offering of our common stock and
warrants to purchase our common stock and also adds, updates and changes
information contained in the accompanying prospectus and the documents
incorporated by reference. The second part is the accompanying
prospectus, which gives more general information, some of which may not apply to
this offering. To the extent the information contained in this
prospectus supplement differs or varies from the information contained in the
accompanying prospectus or any document filed prior to the date of this
prospectus supplement and incorporated by reference, the information in this
prospectus supplement will control.
You
should rely only on the information contained in or incorporated by reference
into this prospectus supplement and the accompanying prospectus. We
have not, and the placement agent has not, authorized anyone to provide you with
information that is different. This prospectus supplement is not an
offer to sell or solicitation of an offer to buy these securities in any
circumstances under which the offer or solicitation is unlawful. We
are offering to sell, and seeking offers to buy, our securities only in
jurisdictions where offers and sales are permitted. You should not
assume that the information we have included in this prospectus supplement or
the accompanying prospectus is accurate as of any date other than the date of
this prospectus supplement or the accompanying prospectus, respectively, or that
any information we have incorporated by reference is accurate as of any date
other than the date of the document incorporated by reference, regardless of the
time of delivery of this prospectus supplement or of any of our
securities.
PROSPECTUS
SUPPLEMENT SUMMARY
This summary highlights information
contained elsewhere or incorporated by reference into this prospectus supplement and
accompanying prospectus. This summary does not contain all of the information that
you should consider before investing in our securities. You should carefully
read the entire prospectus supplement and the accompanying prospectus, including
the “Risk Factors’ section, starting on page S-3 of this prospectus
supplement, as well as the financial statements and the other information
incorporated by reference herein before making an investment decision. In this prospectus
supplement and the accompanying prospectus, reference so “we,” “us,” “our,” and
the “Company” refer to Hudson Technologies, Inc. and its consolidated
subsidiaries.
Overview
We are a
refrigerant services company providing innovative solutions to recurring
problems within the refrigeration industry. Our products and services
are primarily used in air conditioning, industrial processing and refrigeration
systems, and include (i) refrigerant sales, (ii) refrigerant management services
consisting primarily of reclamation of refrigerants and (iii) RefrigerantSide®
Services performed at a customer's site, consisting of system decontamination to
remove moisture, oils and other contaminants. We operate through our
wholly-owned subsidiary, Hudson Technologies Company.
Since our
inception, we have sold refrigerants, and have provided refrigerant reclamation
and management services that are designed to preserve refrigerants, thereby
protecting the environment from ozone depletion. We sell reclaimed
and virgin (new) refrigerants to a variety of customers in various segments of
the air conditioning and refrigeration industry. We purchase virgin,
non-chlorofluorocarbon, or “CFC,” refrigerants, including
hydrochlorofluorocarbon refrigerants and hydrofluorcarbon refrigerants, from
several suppliers which we then resell, typically at wholesale. We
also regularly purchase used or contaminated refrigerants, some of which are CFC
based, from many different sources, which refrigerants are then reclaimed using
our high volume proprietary reclamation equipment, the Zugibeast® system, and
which we then resell. The reclamation process allows used or
contaminated refrigerant to be re-used thereby eliminating the need to destroy
or manufacture additional refrigerant and eliminating the corresponding impact
to the environment associated with the destruction and
manufacturing. Today, these offerings represent most of our
revenue.
We have
also created alternative solutions to reactive and preventative maintenance
procedures that are performed on commercial and industrial refrigeration
systems. These services, known as RefrigerantSide® Services,
complement our refrigerant sales and refrigerant reclamation and management
services. Our RefrigerantSide® Services include predictive and
diagnostic services for industrial and commercial refrigeration applications,
which are designed to predict potential catastrophic problems and identify
inefficiencies in an operating system. Our Chiller Chemistry®, Chill
Smart®, Fluid Chemistry™ and Performance Optimization are predictive and
diagnostic service offerings.
Corporate
Information
We were organized as a New York
corporation in January 1991. Our principal executive offices are located
at 1 Blue Hill Plaza, Suite 1541, Pearl River, New York 10965 and our telephone
number is (845) 735-6000. We
maintain an internet website at http://www.hudsontech.com. The information on our website or any
other website is not incorporated by reference into this prospectus supplement
and does not constitute a part of this prospectus supplement. Our Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K and all amendments to such reports are made available free of
charge through the Investor Relations section of our website as soon as
reasonably practicable after they have been filed or furnished with the
SEC.
The
Offering
Common
stock offered by us
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2,737,500
shares
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Common
stock to be outstanding
after
this offering
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23,780,606
shares
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Warrants
offered by us
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Warrants to purchase
1,368,750 shares of common stock. The warrants will be exercisable
during the period commencing six months after the date of original
issuance and ending five years from the date such warrants become
exercisable at an exercise price of $2.60 per share of common stock. This
prospectus also relates to the offering of the shares of common stock
issuable upon exercise of the warrants.
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Use
of proceeds
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We
currently intend to use the net proceeds of this offering for working
capital and general corporate purposes which may include, among other
things, funding acquisitions, although we have no present commitments or
agreements with respect to any such transactions. We may also use a
portion of the proceeds to reduce or repay indebtedness under our loan
agreement with our existing commercial lender. See “Use of Proceeds” on
page S-4.
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Risk
factors
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See “Risk Factors” beginning on
page S-3 for a discussion of factors you should consider carefully
when making an investment decision.
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NASDAQ
Capital Market symbol
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HDSN
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Unless we
indicate otherwise, all information in this prospectus supplement is based on
21,043,106 shares of our common stock outstanding as of June 30, 2010, assumes
the sale of the maximum number of shares of common stock offered hereunder, does
not include the 1,368,750 shares issuable the exercise of the warrants offered
hereby, and excludes, as of June 30, 2010, the following:
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·
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3,372,943
shares of common stock issuable upon the exercise of stock options
outstanding prior to this offering under our stock option plans and stock
incentive plans, at a weighted average exercise price of $1.23 per
share;
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·
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2,729,000
shares of common stock available for future grants under our stock option
plans and stock incentive plans;
and
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·
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173,500
shares of common stock issuable upon the exercise of warrants outstanding
prior to this offering, at a weighted average exercise price of $1.69 per
share.
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RISK
FACTORS
Before
deciding to invest in our securities, you should consider carefully the
discussion of risks and uncertainties affecting us and our securities
incorporated in this prospectus supplement by reference to the risk factors
contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2009 and the other information contained or incorporated by
reference in this prospectus supplement. As a result of these risks
and uncertainties, our business, financial condition and results of operations
could be materially and adversely affected, and the value of our securities
could decline. The risks and uncertainties we discuss in the
documents incorporated by reference in this prospectus supplement are those that
we currently believe may materially affect our company. Additional
risks and uncertainties not presently known to us or that we currently deem
immaterial also may materially and adversely affect our business, financial
condition and results of operations. Please also consider the
following additional risks pertaining to the offering.
Since
we have broad discretion in how we use the proceeds from this offering, we may
use the proceeds in ways with which you disagree.
We have
not allocated specific amounts of the net proceeds from this offering for any
specific purpose. Accordingly, our management will have significant
flexibility in applying the net proceeds of this offering. You will
be relying on the judgment of our management with regard to the use of these net
proceeds, and you will not have the opportunity, as part of your investment
decision, to assess whether the proceeds are being used in ways you would agree
with. It is possible that the net proceeds will be invested in a way
that does not yield a favorable, or any, return for our company. The
failure of our management to use such funds effectively could have a material
adverse effect on our business, financial condition, operating results and cash
flow.
Investors
in this offering will pay a much higher price than the book value of our
stock.
If you
purchase units in this offering, you will incur an immediate and substantial
dilution in net tangible book value of $1.30 per share, assuming the sale by us
of all 2,737,500 units offered hereby at a price to the public of $2.00 per
unit.
An active market
may not develop for the warrants, which may hinder your ability to liquidate
your investment.
There
is currently no trading market for the warrants and we do not intend
to list them on any securities exchange or take any
action required for them to be quoted on any quotation system.
We cannot assure you that any trading market will develop for the
warrants. Even if a market for the warrants does develop, the liquidity of any
such market for the warrants will depend upon, among other
things, the number of holders of the warrants, our performance, the
market for our common stock, the market for similar securities, the interest of
securities dealers in making a market in the warrants and other
factors. If an active market for the warrants does not develop
or is not maintained, the price and liquidity of the warrants may be adversely
affected.
Future
sales of our common stock may cause the prevailing market price of our shares to
decrease.
We have
issued a substantial number of shares of common stock that are eligible for
resale under Rule 144 of the Securities Act that may become freely tradable. We
have also registered a substantial number of shares of common stock that are
issuable upon the exercise of options and have granted registration rights to
holders of warrants to purchase 100,000 shares of common stock. If the holders
of our options and warrants choose to exercise their purchase rights and sell
the underlying shares of common stock in the public market, or if holders of
currently restricted shares of our common stock choose to sell such shares in
the public market under Rule 144 or otherwise, the prevailing market price for
our common stock may decline. The sale of shares issued upon the exercise of our
options and warrants could also further dilute the holdings of our then existing
shareholders. In addition, future public sales of shares of our common stock
could impair our ability to raise capital by offering equity
securities.
FORWARD-LOOKING
STATEMENTS
Some of
the statements contained in this prospectus supplement or incorporated by
reference into this prospectus supplement are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, or
the Securities Act, and Section 21E of the Securities Exchange Act of 1934,
as amended, or the Exchange Act, and are subject to the safe harbor created by
the Securities Litigation Reform Act of 1995. We have based these
forward-looking statements largely on our expectations and projections about
future events and financial trends affecting the financial condition and/or
operating results of our business. Words such as “anticipates,” “expects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” the negative of these
words, or similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict; therefore, actual results may differ materially from those expressed or
forecasted in, or implied by, any forward-looking statements. The
risks and uncertainties include those noted under the heading “Risk Factors”
above, in the documents incorporated herein by reference and in the accompanying
prospectus. There are important factors that could cause actual results to be
substantially different from the results expressed or implied by these
forward-looking statements including, among other things: our ability to source
non-CFC based refrigerants, regulatory and economic factors, seasonality,
competition, litigation, the nature of supplier or customer arrangements that
become available to us in the future, adverse weather conditions, possible
technological obsolescence of our existing products and services, possible
reduction in the carrying value of our long-lived assets, estimates of the
useful life of our assets, potential environmental liability, customer
concentration, the ability to obtain financing, and other risks detailed in
“Risk Factors” above and in our periodic reports filed with the SEC
that are incorporated herein and in the accompanying prospectus by reference.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date the statement was made.
We do not
intend to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. Past financial or operating
performance is not necessarily a reliable indicator of future performance, and
you should not use our historical performance to anticipate results or future
period trends.
USE
OF PROCEEDS
We
estimate that the net proceeds from this offering will be approximately
$4,939,000 after deducting the placement agent’s fee and offering expenses
payable by us if we sell all 2,737,500 units offered in this offering (exclusive of proceeds, if any, from the
exercise of warrants issued in this offering).
We
currently intend to use the net proceeds of this offering for working capital
and general corporate purposes which may include, among other things, funding
acquisitions, although we have no present commitments or agreements with respect
to any such transactions. We may also use a portion of the proceeds to reduce or
repay indebtedness under our loan agreement with our existing commercial lender.
See “Part I - Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations-Liquidity and Capital Resources” of our Form
10-Q for the quarter ended March 31, 2010, which is incorporated herein by
reference, for additional information regarding our indebtedness described
above.
Pending
application of such proceeds, we expect to invest the proceeds in short-term,
interest bearing, investment-grade marketable securities or money market
obligations.
We cannot
estimate precisely the allocation of the net proceeds from this offering among
these uses. The amounts and timing of the expenditures may vary significantly,
depending on numerous factors, including the amount of cash generated internally
from operations and the terms and availability of financing
arrangements, as well as the amount of cash used in our operations. Our
management will have broad discretion in the application of the net proceeds of
this offering. We reserve the right to change the use of proceeds as
a result of certain contingencies such as competitive or economic developments
and other factors.
DILUTION
Purchasers
of units offered by this prospectus supplement and the accompanying prospectus
will suffer immediate and substantial dilution in the net tangible book value
per share of common stock. Our net tangible book value (unaudited) as
of March 31, 2010, was approximately $11,750,000 or $0.56 per share of common
stock. Net tangible book value per share is calculated by subtracting
our total liabilities from our total tangible assets, which is total assets less
intangible assets, and dividing this amount by the number of shares of common
stock outstanding as of March 31, 2010.
Dilution
in net tangible book value per share represents the difference between the
amount per unit paid by purchasers in this offering and the as adjusted net
tangible book value per share of our common stock immediately after this
offering. After giving effect to the sale by us of all 2,737,500
units offered in this offering at a price of $2.00 per unit (and assuming a value per share of
common stock offered in each unit of $2.00 per share), and after
deducting the placement agent’s fee and estimated offering expenses payable by
us, our as adjusted net tangible book value as of March 31, 2010 would have been
approximately $16,689,000, or $0.70 per share. This represents an
immediate increase in the net tangible book value of $0.14 per share to our
existing shareholders and an immediate dilution in net tangible book value of $
1.30 per share to investors in this offering. The following table
illustrates this per share dilution:
Price
per unit to investors
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|
|
|
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$
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2.00
|
|
Net
tangible book value per share as of March 31, 2010
|
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$
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0.56
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|
|
|
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Increase
in net tangible book value per share attributable to this
offering
|
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$
|
0.14
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|
|
|
|
|
As
adjusted net tangible book value per share as of March 31, 2010 after
giving effect to this offering
|
|
|
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$
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0.70
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Dilution
in net tangible book value per share to new investors
|
|
|
|
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$
|
1.30
|
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The above
table is based on 20,955,206 shares of our common stock outstanding
as of March 31, 2010 and excludes, as of that date:
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·
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3,460,843
shares of common stock issuable upon the exercise of stock options
outstanding prior to this offering under our stock option plans and stock
incentive plans, at a weighted average exercise price of $1.22 per
share;
|
|
·
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2,729,000
shares of common stock available for future grants under our stock option
plans and stock incentive plans;
|
|
·
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173,500
shares of common stock issuable upon the exercise of warrants outstanding
prior to this offering, at a weighted average exercise price of $1.69 per
share; and
|
|
·
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1,368,750
shares of common stock issuable upon the exercise of the warrants offered
hereby, at an exercise price of $2.60 per
share.
|
To the
extent that any options or warrants are exercised, new options are issued under
our stock option or stock incentive plans, or we otherwise issue additional
shares of common stock in the future, there will be further dilution to new
investors.
DESCRIPTION
OF THE SECURITIES WE ARE OFFERING
In this offering, we are offering up to
2,737,500 units, consisting of 2,737,500 shares of common
stock and warrants to purchase an additional 1,368,750 shares of common
stock. Each unit consists of one share of common stock and a warrant to purchase
0.50 of a share of common stock at an exercise price of $2.60 per share. Units
will not be issued or certificated. The shares of common stock and warrants are
immediately separable and will be issued separately. This prospectus also
relates to the offering of shares of our common stock upon exercise, if any, of
the warrants.
Common
Stock
The
material terms and provisions of our common stock and each other class of our
securities which qualifies or limit our common stock are described under the
captions “Description of Common Stock” and “Description of Preferred Stock”
starting on page 3 of the accompanying prospectus.
Warrants
The warrants offered in this offering
will be issued pursuant to a subscription agreement between each of the
purchasers and us. You should review a copy of the form of subscription
agreement and the form of warrant, each of which will be filed by us as an exhibit to a Current Report
on Form 8-K to be filed with the Securities and Exchange Commission in
connection with this offering, for a complete description of the terms and
conditions applicable to the warrants. The following is a brief summary of the
material terms of the warrants and is subject in all respects to the provisions
contained in the warrants.
Exercisability. Holders may exercise the warrants
beginning on the date that is six months after the date of original issuance and
at any time up to the date that is five years after the date such warrants become
exercisable. The warrants
will be exercisable, at the option of each holder, in whole or in part by
delivering to us a duly executed exercise notice accompanied by payment in full
for the number of shares of our common stock purchased upon such exercise
(except in the case of a cashless exercise as discussed below). Unless otherwise
specified in the applicable warrant, except upon at least 61 days’ prior
notice from the holder to us, the holder will not have the right to exercise any
portion of the warrant if the holder (together with its affiliates) would
beneficially own in excess of 9.9% of the number of shares of our common stock
outstanding immediately after giving effect to the exercise, as such percentage
ownership is determined in accordance with the terms of the
warrants.
Cashless
Exercise. If at any
time during the warrant exercisability period the holder is not permitted to
sell shares of common stock issuable upon exercise of the warrant pursuant to
the registration statement or pursuant to another
registration statement that has been declared effective under Securities Act of
1933, as amended, and the fair
market value of our common stock exceeds the exercise price of the warrants, the
holder may elect to effect a cashless exercise of the warrants (in whole or in
part) by surrendering the warrants to us together with delivery to us of a duly
executed exercise notice, by canceling a portion of the warrant in payment of
the purchase price payable in respect of the number of shares of our common
stock purchased upon such exercise.
Exercise
Price. The exercise
price per share of common stock purchasable upon exercise of the warrants is
$2.60 per share of common stock being
purchased. The exercise price is subject to appropriate adjustment in the event
of stock dividends and distributions, stock splits, stock combinations,
reclassifications or similar events affecting our common
stock.
Transferability. Subject to applicable laws and the
restriction on transfer set forth in the subscription agreements, the warrants
may be transferred at the option of the holders upon surrender of the warrants
to us together with the appropriate instruments of transfer.
Exchange
Listing. We do not
plan on making an application to list the warrants on The NASDAQ Capital Market, any national securities
exchange or other nationally recognized trading system.
Fundamental
Transactions. In the
event of any fundamental transaction, as described in the warrants and generally
including any merger with or into another entity, sale of all or substantially
all of our assets, tender offer or exchange offer, or reclassification of our
common stock, then upon any subsequent exercise of a warrant, the holder shall
have the right to receive
as alternative consideration the number of shares of common stock of
the successor or acquiring corporation or of Hudson Technologies, if it is the surviving corporation,
and any additional consideration receivable upon or as a result of such
transaction by a holder of the number of shares of our common stock for which
the warrant is exercisable immediately prior to such event. In addition, in the
event of a fundamental transaction the holder of the warrant has the right,
exercisable at any time concurrently with or within thirty (30) days after
the consummation of the fundamental transaction, to require us or any successor
entity to purchase the warrant for an amount of cash equal to the value of the
warrant as determined in accordance with the Black Scholes option pricing
model.
Rights as a
Stockholder. Except as
otherwise provided in the warrants or by virtue of such holder’s ownership of
shares of our common stock, the holders of the warrants do not have the rights
or privileges of holders of our common stock, including any voting rights, until
they exercise their warrants.
Waivers and
Amendments. Any term
of the warrants may be amended or waived with our written consent and the
written consent of the holders of warrants representing at least a majority of the number of shares of our common
stock then subject to outstanding warrants, provided that such amendment or
waiver applies to all warrants in the same fashion. However, in no event may the
exercise price of or the number of shares of our common stock subject to any
warrant be amended, nor may the right to exercise that warrant be waived,
without the written consent of the holder of that warrant.
PLAN
OF DISTRIBUTION
We are offering the units on a best efforts basis through Canaccord Genuity Inc.
(“Canaccord Genuity”). Canaccord Genuity has agreed to act as the exclusive
placement agent for the sale by us of up to 2,737,500 units, subject to the terms and conditions
contained in a placement
agency agreement dated as
of July 1, 2010 between us and Canaccord Genuity.
Canaccord Genuity is not purchasing or selling any securities under this
prospectus supplement or the accompanying prospectus, nor are they required to
arrange for the purchase or sale of any specific number or dollar amount of
units.
Canaccord Genuity proposes to arrange
for the sale by us to one
or more purchasers of the units offered by us pursuant to this
prospectus supplement and the accompanying prospectus directly through
agreements between the purchasers and us.
The placement agency agreement provides that the obligations of
Canaccord Genuity and the investors are subject to certain conditions precedent,
including the absence of any material adverse changes in our business and the
receipt of customary legal opinions, letters and
certificates.
We will pay Canaccord Genuity a
placement agent fee equal to 6.5% of the gross proceeds of the sale of
units in the offering, plus the reimbursement
of expenses (including legal fees) up to a maximum of $125,000. In no event,
however, will the total amount of compensation paid to Canaccord Genuity upon
completion of this offering exceed 8% of the gross proceeds of the offering. The
estimated offering expenses payable by us, in addition to the placement
agent’s fee of $355,875, are expected to be approximately
$180,000, which includes our legal and
accounting costs, the placement agent’s expenses (including legal fees) and
various other fees associated with registering and listing the common shares.
After deducting the placement agent’s fee and our estimated offering
expenses, we expect the net proceeds from this offering to be approximately
$4,939,000.
We have agreed to indemnify Canaccord
Genuity against certain liabilities, including liabilities under the Securities
Act and liabilities arising from breaches of representations and warranties
contained in the placement
agency agreement. We have
also agreed to contribute to payments Canaccord Genuity may be required to make
in respect of such liabilities.
We, along with our executive officers
and directors, have agreed to certain lock-up provisions with regard to future
sales of our common stock and other securities convertible into or exercisable
or exchangeable for common stock for the period beginning on the date of the
placement agency
agreement and ending
90 days thereafter (with such 90 day period being extended in certain
circumstances), without the prior written consent of Canaccord
Genuity.
The placement agency agreement is included as an exhibit to our
Current Report on Form 8-K that we will file with the SEC in connection with this
offering.
The transfer agent for our common stock
is Continental Stock Transfer & Trust Company. Our common stock is
traded on The NASDAQ Capital Market under the symbol “HDSN.”
LEGAL
MATTERS
The
validity of the securities offered hereby will be passed upon for us by Blank
Rome LLP, New York, New York. Certain matters will be passed upon for Canaccord Genuity by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston,
Massachusetts.
EXPERTS
The
financial statements as of December 31, 2009 and 2008 and for the
years then ended incorporated by reference in this prospectus supplement have
been so incorporated in reliance on the report of BDO Seidman, LLP, an
independent registered public accounting firm, incorporated herein by reference,
given on the authority of said firm as experts in auditing and
accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the informational requirements of the Exchange Act and, therefore, we
file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC’s website at www.sec.gov. The
SEC’s website contains reports, proxy and information statements and other
information regarding issuers, such as us, that file electronically with the
SEC. You may also read and copy any document we vile with the
SEC at the SEC’s public Reference Room at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. You may also obtain copies of these
documents at prescribed rates by writing to the SEC. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of its
Public Reference Room.
This
prospectus supplement constitutes a part of a registration statement on Form S-3
that we have filed with the SEC under the Securities Act. This prospectus
supplement does not contain all of the information set forth in the registration
statement, certain parts of which are omitted in accordance with the rules and
regulations of the SEC. For further information about us and our securities we
refer you to the registration statement and the accompanying exhibits and
schedules. The registration statement may be inspected at the Public Reference
Room maintained by the SEC at the address set forth above. Statements contained
in this prospectus supplement regarding the contents of any contract or any
other document filed as an exhibit are not necessarily complete. In each
instance, reference is made to the copy of such contract or document filed as an
exhibit to the registration statement, and each statement is qualified in all
respects by that reference
INFORMATION
INCORPORATED BY REFERENCE
The SEC
allows us to incorporate by reference into this prospectus supplement certain
information we file with it, which means we can disclose important information
to you by referring you to documents we have filed with the SEC. The information
we incorporate by reference into this prospectus supplement is legally deemed to
be a part of this prospectus supplement, except for any information superseded
by other information contained in, or incorporated by reference into, this
prospectus supplement. Our file number for filings we make with
the SEC under the Exchange Act is 001-13412.
Any
statement contained in this prospectus supplement or in a document incorporated
or deemed to be incorporated by reference in this prospectus supplement is
deemed to be modified or superseded to the extent that a statement contained in
this prospectus supplement, or in any other document we subsequently file with
the SEC, modifies or supersedes that statement. If any statement is
modified or superseded, it does not constitute a part of this prospectus
supplement and the accompanying prospectus, except as modified or
superseded. Information that is “furnished to” the SEC shall not be
deemed “filed with” the SEC and shall not be deemed incorporated by reference
into this prospectus supplement or the accompanying prospectus is a
part.
This
prospectus supplement incorporates by reference the following reports and
statements filed by us with the SEC:
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Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2009,
filed with the SEC on March 1,
2010;
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Our
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009,
filed with the SEC on June 18,
2010;
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Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed
with the SEC on May 4, 2010;
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Our
Current Report for the event dated June 30, 2010, filed with the SEC on
July 1, 2010; and
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The
description of our common stock contained in our Registration
Statement on Form 8-A together with any amendments
thereto.
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We are
also incorporating by reference any future filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this prospectus supplement and the accompanying prospectus and prior to the
termination of this offering, except for information furnished under
Item 2.02 or Item 7.01 of our Current Reports on Form 8-K which is not
deemed to be filed and not incorporated by reference herein.
We will
furnish without charge to you, on written or oral request, a copy of any or all
of the documents incorporated by reference, including exhibits to these
documents. You should direct any requests for documents to Hudson Technologies,
Inc., Attention: Stephen Mandracchia, One Blue Hill Plaza, Pearl River, New York
10965, telephone: (845) 735-6000.
PROSPECTUS
$30,000,000
HUDSON
TECHNOLOGIES, INC.
Common
Stock
Preferred
Stock
Warrants
Debt
Securities
From time
to time, we may offer and sell common stock, preferred stock, warrants or debt
securities or any combination of securities described in this prospectus, either
individually, or in units, at prices and on terms described in one or more
supplements to this prospectus. The aggregate public offering price of the
securities offered by this prospectus will not exceed $30 million.
This
prospectus provides you with a general description of the securities that we may
offer in one or more offerings. Each time we offer securities, we will provide a
supplement to this prospectus that will contain more specific information about
the terms of that offering. We may also add, update or change in the prospectus
supplement any of the information contained in this prospectus.
You
should read both this prospectus and the applicable prospectus supplement, as
well as any documents incorporated by reference in this prospectus and/or the
applicable prospectus supplement, before you make your investment
decision.
Our
common stock is traded on the Nasdaq Capital Market under the trading symbol
“HDSN.” On September 4, 2008, the last reported sale price of our common stock
on the Nasdaq Capital Market was $2.23 per share.
Investing
in our securities involves risks. See the risks and uncertainties described
under the heading “Risk Factors” contained in any applicable prospectus
supplement and under similar headings in the other documents that are
incorporated by reference into this prospectus.
This
prospectus may not be used to sell any of our securities unless accompanied by a
prospectus supplement.
The
securities offered by this prospectus may be sold directly by us to investors,
through agents designated from time to time or to or through one or more
underwriters or dealers or in other manners as set forth under the heading “Plan
of Distribution.” In addition, each time we offer securities, the supplement to
this prospectus applicable to such offering will provide the specific terms of
the plan of distribution for such offering and the net proceeds that we expect
to receive from such offering.
The
aggregate market value of our outstanding common stock held by non-affiliates is
$23,448,568 based on 19,416,187 shares of outstanding common stock, of which
10,515,053 are held by non-affiliates, and a per share price of $2.23 based on
the closing sale price of our common stock on September 4, 2008. We have not
offered any securities during the past twelve months pursuant to General
Instruction I.B.6. of Form S-3.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
The date
of this prospectus is September 5, 2008.
TABLE
OF CONTENTS
SUMMARY
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1
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RISK FACTORS
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1
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ABOUT THIS PROSPECTUS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
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2
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USE OF PROCEEDS
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3
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DESCRIPTION OF COMMON STOCK
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3
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DESCRIPTION OF PREFERRED
STOCK
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3
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DESCRIPTION OF WARRANTS
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6
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DESCRIPTION OF DEBT
SECURITIES
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8
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PLAN OF DISTRIBUTION
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15
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LEGAL MATTERS
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17
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EXPERTS
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17
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WHERE YOU CAN FIND MORE
INFORMATION
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INFORMATION INCORPORATED BY
REFERENCE
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18
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SUMMARY
About
Hudson Technologies, Inc.
We are a
refrigerant services company providing innovative solutions to recurring
problems within the refrigeration industry. Our products and services are
primarily used in commercial air conditioning, industrial processing and
refrigeration systems, including (i) refrigerant sales, (ii) refrigerant
management services consisting primarily of reclamation of refrigerants and
(iii) RefrigerantSide® Services performed at a customer’s site, consisting of
system decontamination to remove moisture, oils and other contaminants. In
addition, RefrigerantSide® Services include predictive and diagnostic services
for industrial and commercial refrigeration applications designed to predict
potential catastrophic problems and identify inefficiencies in an operating
system. Our Chiller Chemistry®, Chill Smart®, Fluid Chemistry, and Performance
Optimization are predictive and diagnostic service offerings. We operate through
our wholly-owned subsidiary, Hudson Technologies Company. Unless the context
requires otherwise, references to the “Company”, “Hudson”, “we”, “us”, “our”, or
similar pronouns refer to Hudson Technologies, Inc. and its
subsidiaries.
We are
incorporated under the laws of the State of New York. Our executive offices are
located at One Blue Hill Plaza, Pearl River, New York and our telephone number
is (845) 735-6000.
Our web
site address is
www.hudsontech.com. We have included our web site address in this
document as an inactive textual reference only, and the information contained
in, or that can be accessed through, our web site does not constitute part of
this prospectus.
RISK
FACTORS
Any
investment in our securities involves a high degree of risk. You should consider
carefully the risk factors described in our periodic reports filed with the SEC
(including the risks, uncertainties and assumptions discussed under the heading
“Risk Factors” included in our most recent annual report on Form 10-KSB or 10-K,
as the case may be, as such may be revised or supplemented prior to the
completion of this offering by more recently filed quarterly reports on Form
10-Q, each of which is or upon filing will be incorporated herein by reference),
which may be amended, supplemented or superseded from time to time by other
reports we file with the SEC in the future, and those identified in any
applicable prospectus supplement, as well as other information in this
prospectus and any applicable prospectus supplement and the documents
incorporated by reference herein before purchasing any of our securities. Each
of these risk factors could adversely affect our business, operating results and
financial condition, as well as adversely affect the value of an investment in
our securities.
ABOUT
THIS PROSPECTUS
You
should rely only on the information provided in or incorporated by reference in
this prospectus, any prospectus supplement or documents to which we otherwise
refer you. We have not authorized anyone else to provide you with different
information. We are not making an offer of any securities in any jurisdiction
where the offer is not permitted, and this document may only be used where it is
legal to sell the securities described herein. You should not assume that the
information in this prospectus, any prospectus supplement or any document
incorporated by reference is accurate as of any date other than the date of the
document in which such information is contained or such other date referred to
in such document, regardless of the time of any sale or issuance of the
securities.
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission, or SEC, to register an indeterminable number of shares
of common stock, preferred stock, warrants and debt securities as may from time
to time be offered for sale, either individually or in units, at indeterminate
prices (up to an aggregate maximum offering price for all such securities of $30
million), using a “shelf” registration process. By using a shelf registration
statement, we may offer and sell from time to time in one or more offerings the
securities described in this prospectus.
This
prospectus provides you with some of the general terms that may apply to an
offering of our securities. Each time we sell securities under this shelf
registration we will provide a prospectus supplement that will contain specific
information about the terms of that specific offering, including the number and
price per security (or exercise price) of the securities to be offered and sold
in that offering and the specific manner in which such securities may be
offered. The prospectus supplement may also add to, update or change any of the
information contained in this prospectus. If there is an inconsistency between
the information in this prospectus and a prospectus supplement, you should rely
on the information in the prospectus supplement.
You
should read carefully both this prospectus and the applicable prospectus
supplement, together with the additional information incorporated by reference
herein as described under the heading “Information Incorporated by Reference,”
before making an investment decision.
The
registration statement that contains this prospectus (including the exhibits to
the registration statement) contains additional information about us and the
securities offered under this prospectus. That registration statement can be
read at the SEC web site (www.sec.gov) or at
the SEC offices mentioned under the heading “Where You Can Find More
Information.”
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference herein contain statements
that we believe are “forward-looking statements” as that term is used in the
Private Securities Litigation Reform Act of 1995 and are intended to enjoy
protection of the safe harbor for forward-looking statements provided by that
Act. These forward-looking statements are based on our current expectations,
assumptions, estimates and projections about our business and our industry.
Forward-looking statements include statements regarding our future financial
position, performance and achievements, business strategy, and plans and
objectives of management for future operations.
In some
cases, you can identify forward-looking statements by terms such as “may,”
“should,” “will,” “could,” “estimate,” “project,” “predict,” “potential,”
“continue,” “anticipate,” “believe,” “plan,” “seek,” “expect,” “future” and
“intend” or the negative of these terms or other comparable expressions which
are intended to identify forward-looking statements. These statements are only
predictions and are not guarantees of future performance. They are subject to
known and unknown risks, uncertainties and other factors, some of which are
beyond our control and difficult to predict and could cause our actual results
to differ materially from those expressed or forecasted in, or implied by, the
forward-looking statements. In evaluating these forward-looking statements, you
should carefully consider the risks and uncertainties referred to under the
caption “Risk Factors” above and elsewhere in this prospectus, including those
described in documents incorporated by reference herein, and those described in
any applicable prospectus supplement. Given these uncertainties, you should not
place undue reliance on these forward-looking statements. In addition, these
forward-looking statements reflect our view only as of the date they are
made.
Except as
required by law, we assume no obligation to update these forward-looking
statements publicly, or to update the reasons actual results could differ
materially from those anticipated in these forward-looking statements, even if
new information becomes available in the future.
All
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by these cautionary
statements.
USE
OF PROCEEDS
Except as
may be described otherwise in a prospectus supplement, we will add the net
proceeds from the sale of securities under this prospectus to our general funds
and will use them for working capital and/or general corporate purposes
and/or acquisitions.
Pending
the application of such proceeds, we expect to invest the proceeds in
short-term, interest bearing, investment-grade marketable securities or money
market obligations.
DESCRIPTION
OF COMMON STOCK
Hudson is
authorized to issue 50,000,000 shares of common stock. As of September 4, 2008,
there were 19,416,187 shares of common stock outstanding.
The
holders of common stock are entitled to one vote for each share held of record
on all matters to be voted on by stockholders. There is no cumulative voting
with respect to the election of directors, with the result that the holders of
more than 50% of the shares voting for the election of directors can elect all
of the directors then up for election. The holders of common stock are entitled
to receive dividends when, as and if declared by our Board of Directors out of
funds legally available therefor. In the event of liquidation, dissolution or
winding up of Hudson, the holders of common stock are entitled to share in all
assets remaining which are available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, if any,
having preference over the common stock. Holders of shares of common stock have
no conversion, preemptive or other subscription rights, and there are no
redemption provisions applicable to the common stock. All of the outstanding
shares of common stock are fully paid and nonassessable.
Transfer
Agent
The
transfer agent and registrar for the common stock is Continental Stock Transfer
& Trust Company, New York, New York.
Anti-Takeover
Effects of Provisions of Our Bylaws
Our
By-laws provide that our Board of Directors is divided into two classes. Each
class is to have a term of two years, with the term of each class expiring in
successive years, and is to consist, as nearly as possible, of one-half of the
number of directors constituting the entire Board. Under certain circumstances,
at least two annual meetings of stockholders, instead of one, may be required to
effect a change in a majority of our board of directors. The classification of
our board into two separate classes, could discourage, delay, or prevent a
takeover of us thereby preserving control by the current
stockholders.
DESCRIPTION
OF PREFERRED STOCK
Hudson is
authorized to issue 5,000,000 shares of preferred stock. As of September 4,
2008, there were 150,000 shares of preferred stock designated as Series A
Convertible Preferred Stock and no shares of preferred stock outstanding. Hudson
has no intent to issue any shares of its Series A Convertible Preferred
Stock.
This
section describes the general terms of our preferred stock to which any
prospectus supplement may relate. A prospectus supplement will describe the
terms relating to any preferred stock to be offered by us in greater detail, and
may provide information that is different from this prospectus. If the
information in the prospectus supplement with respect to the particular
preferred stock being offered differs from this prospectus, you should rely on
the information in the prospectus supplement. A copy of our certificate of
incorporation, as amended, has been incorporated by reference from our filings
with the SEC as an exhibit to the registration statement. A certificate of
amendment to our certificate of incorporation will specify the terms of the
preferred stock being offered, and will be filed or incorporated by reference
from a report that we file with the SEC.
Under our
certificate of incorporation, as amended, we have the authority to issue
5,000,000 shares of preferred stock. The authorized preferred stock can be
issued from time to time in one or more series. Our Board of Directors has the
power, without stockholder approval, to issue shares of one or more series of
preferred stock, at any time, for such consideration and with such relative
rights, privileges, preferences and other terms as the Board may determine,
including terms relating to dividend rates, redemption rates, liquidation
preferences and voting, sinking fund and conversion or other rights. The rights
and terms relating to any new series of preferred stock could adversely affect
the voting power or other rights of the holders of the common stock or could be
utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of Hudson.
The
following description of our preferred stock, together with any
description of our preferred stock in a prospectus supplement summarizes the
material terms and provisions of the preferred stock that we may sell under this
prospectus. We urge you to read the applicable prospectus supplement(s) related
to the particular series of preferred stock that we sell under this prospectus
and to the actual terms and provisions contained in our certificate of
incorporation and bylaws, each as amended from time to time.
Terms
Our board
of directors will fix the rights, preferences, privileges, qualifications and
restrictions of the preferred stock of each series that we sell under this
prospectus and applicable prospectus supplements in the amendment to our
certificate of incorporation relating to that series. We will incorporate
by reference into the registration statement of which this prospectus is a part
the form of any amendment to our certificate of incorporation that describes the
terms of the series of preferred stock we are offering before the issuance of
the related series of preferred stock. This description of the preferred
stock in the amendment to our certificate of incorporation and any
applicable prospectus supplement may include:
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the
number of shares of preferred stock to be issued and the offering price of
the preferred stock;
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the
title and stated value of the preferred
stock;
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dividend
rights, including dividend rates, periods, or payment dates, or methods of
calculation of dividends applicable to the preferred
stock;
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whether
dividends will be cumulative or non-cumulative, and if cumulative the date
from which distributions on the preferred stock shall
accumulate;
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right
to convert the preferred stock into a different type of
security;
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voting
rights, if any, attributable to the preferred
stock;
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rights
and preferences upon our liquidation or winding up of our
affairs;
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preemption
rights, if any;
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the
procedures for any auction and remarketing, if any, for the preferred
stock;
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the
provisions for a sinking fund, if any, for the preferred
stock;
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any
listing of the preferred stock on any securities
exchange;
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the
terms and conditions, if applicable, upon which the preferred stock will
be convertible into our common stock, including the conversion price (or
manner of calculation thereof);
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a
discussion of federal income tax considerations applicable to the
preferred stock, if material;
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the
relative ranking and preferences of the preferred stock as to dividend or
other distribution rights and rights if we liquidate, dissolve or wind up
our affairs;
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any
limitations on issuance of any series of preferred stock ranking senior to
or on a parity with the series of preferred stock being offered as to
distribution rights and rights upon the liquidation, dissolution or
winding up or our affairs; and
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any
other specific terms, preferences, rights, limitations or restrictions of
the preferred stock.
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Rank
Unless
otherwise indicated in the applicable supplement to this prospectus, shares of
our preferred stock will rank, with respect to payment of distributions and
rights upon our liquidation, dissolution or winding up, and allocation of our
earnings and losses:
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senior
to all classes or series of our common stock, and to all of our equity
securities ranking junior to the preferred
stock;
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on
a parity with all equity securities issued by us, the terms of which
specifically provide that these equity securities rank on a parity with
the preferred stock; and
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junior
to all equity securities issued by us, the terms of which specifically
provide that these equity securities rank senior to the preferred
stock.
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Distributions
Subject
to any preferential rights of any outstanding stock or series of stock, our
preferred shareholders are entitled to receive distributions, when and as
authorized by our board of directors, out of legally available funds, and share
pro rata based on the number of shares of preferred stock, common stock and
other equity securities outstanding.
Voting
Rights
Unless
otherwise indicated in the applicable supplement to this prospectus, or
otherwise required under New York law, holders of our preferred stock will not
have any voting rights.
Liquidation
Preference
Upon the
voluntary or involuntary liquidation, dissolution or winding up of our affairs,
then, before any distribution or payment shall be made to the holders of any
common stock or any other class or series of stock ranking junior to the
preferred stock in our distribution of assets upon any liquidation, dissolution
or winding up, the holders of each series of our preferred stock are entitled to
receive, after payment or provision for payment of our debts and other
liabilities, out of our assets legally available for distribution to
shareholders, liquidating distributions in the amount of the liquidation
preference per share (set forth in the applicable supplement to this
prospectus), plus an amount, if applicable, equal to all distributions accrued
and unpaid thereon (which shall not include any accumulation in respect of
unpaid distributions for prior distribution periods if the preferred stock does
not have a cumulative distribution). After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of preferred
stock will have no right or claim to any of our remaining assets. In the event
that, upon our voluntary or involuntary liquidation, dissolution or winding up,
the legally available assets are insufficient to pay the amount of the
liquidating distributions on all of our outstanding preferred stock and the
corresponding amounts payable on all of our stock of other classes or series of
equity security ranking on a parity with the preferred stock in the distribution
of assets upon liquidation, dissolution or winding up, then the holders of our
preferred stock and all other such classes or series of equity securities will
share ratably in the distribution of assets in proportion to the full
liquidating distributions to which they would otherwise be respectively
entitled.
If the
liquidating distributions are made in full to all holders of preferred stock,
our remaining assets will be distributed among the holders of any other classes
or series of equity security ranking junior to the preferred stock upon our
liquidation, dissolution, or winding up, according to their respective rights
and preferences and in each case according to their respective number of shares
of stock.
Conversion
Rights
The terms
and conditions, if any, upon which shares of any series of preferred stock are
convertible into, such as common stock, debt securities, warrants or units
consisting of one or more of such securities will be set forth in the applicable
supplement to this prospectus. These terms will include the amount and type of
security into which the shares of preferred stock are convertible, the
conversion price (or manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at the option of the holders of the
preferred stock or us, the events, if any, requiring an adjustment of the
conversion price and provisions, if any, affecting conversion in the event of
the redemption of that preferred stock.
Redemption
If so
provided in the applicable supplement to this prospectus, our preferred stock
will be subject to mandatory redemption or redemption at our option, in whole or
in part, in each case upon the terms, at the times and at the redemption prices
set forth in such supplement to this prospectus.
DESCRIPTION
OF WARRANTS
The
following description, together with the additional information we may include
in any applicable prospectus supplements, summarizes the material terms and
provisions of the warrants that we may offer under this prospectus. While the
terms we have summarized below will apply generally to any warrants that we may
offer under this prospectus, we will describe the particular terms of any series
of warrants in more detail in the applicable prospectus supplement. The terms of
any warrants offered under a prospectus supplement may differ from the terms
described below.
We will
file as exhibits to the registration statement of which this prospectus is a
part, or will incorporate by reference from another report that we file with the
SEC, the form of warrant agreement, which may include a form of warrant
certificate, that describes the terms of the particular series of warrants we
are offering before the issuance of the related series of warrants. The
following summary of material provisions of the warrants and the warrant
agreements are subject to all the provisions of the warrant agreement and
warrant certificate applicable to a particular series of warrants. We urge you
to read the applicable prospectus supplements related to the particular series
of warrants that we sell under this prospectus, as well as the complete warrant
agreements and warrant certificates that contain the terms of the
warrants.
General
We will
describe in the applicable prospectus supplement the terms relating to warrants
being offered including:
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the
offering price and aggregate number of warrants
offered;
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if
applicable, the designation and terms of the securities with which the
warrants are issued and the number of warrants issued with each such
security or each principal amount of such
security;
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if
applicable, the date on and after which the warrants and the related
securities will be separately
transferable;
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in
the case of warrants to purchase common stock or preferred stock, the
number of shares of common stock or preferred stock, as the case may be,
purchasable upon the exercise of one warrant and the price at which these
shares may be purchased upon such
exercise;
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the
terms of any rights to redeem or call the
warrants;
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any
provisions for changes to or adjustments in the exercise price or number
of securities issuable upon exercise of the
warrants;
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the
dates on which the right to exercise the warrants will commence and
expire;
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the
manner in which the warrant agreements and warrants may be
modified;
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federal
income tax consequences of holding or exercising the warrants, if
material;
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the
terms of the securities issuable upon exercise of the warrants;
and
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any
other specific terms, preferences, rights or limitations of or
restrictions on the warrants.
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Before
exercising their warrants, holders of warrants will not have any of the rights
of holders of the securities purchasable upon such exercise, including, in the
case of warrants to purchase common stock or preferred stock, the right to
receive dividends, if any, or payments upon our liquidation, dissolution or
winding up of our affairs or to exercise voting rights, if any.
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in
the applicable prospectus supplement at the exercise price that we describe in
the applicable prospectus supplement. Unless we otherwise specify in the
applicable prospectus supplement, holders of the warrants may exercise the
warrants at any time up to the specified time on the expiration date that we set
forth in the applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate
representing the warrants to be exercised together with specified information,
and paying the required amount to the warrant agent in immediately available
funds, as provided in the applicable prospectus supplement. We intend to set
forth in any warrant agreement and in the applicable prospectus supplement the
information that the holder of the warrant will be required to deliver to the
warrant agent.
Upon
receipt of the required payment and any warrant certificate or other form
required for exercise properly completed and duly executed at the corporate
trust office of the warrant agent or any other office indicated in the
applicable prospectus supplement, we will issue and deliver the securities
purchasable upon such exercise. If fewer than all of the warrants represented by
the warrant or warrant certificate are exercised, then we will issue a new
warrant or warrant certificate for the remaining amount of warrants. If we so
indicate in the applicable prospectus supplement, holders of the warrants may
surrender securities as all or part of the exercise price for
warrants.
DESCRIPTION
OF DEBT SECURITIES
We may
issue debt securities, in one or more series, which may be senior or convertible
debt. While the terms we have summarized below we expect will apply generally to
any debt securities that we may offer under this prospectus, we will describe
the particular terms of any debt securities that we may offer in more detail in
the applicable prospectus supplement. The terms of any debt securities offered
under a prospectus supplement may differ from the terms described below. We will
file as exhibits to the registration statement of which this prospectus is a
part, or will incorporate by reference from reports that we file with the SEC,
forms of debt securities and/or any indentures containing the terms of the debt
securities being offered. Any debt securities which we offer by this prospectus
will be exempt under the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”). Therefore, we may not use an indenture (and, thus a trustee)
or, if we use an indenture, it may not fully comply with the requirements of the
Trust Indenture Act.
The
documentation governing the debt securities may provide for an agent to act for
and on behalf of the holders of the debt securities. We will file as exhibits to
the registration statement of which this prospectus is a part, or will
incorporate by reference from reports that we file with the SEC, supplemental
forms of debt securities and/or indentures containing the terms of the debt
securities being offered.
The
following summaries of material provisions of the debt securities we may issue
are subject to, and qualified in their entirety by reference to, all of the
provisions of the documentation applicable to a particular series of debt
securities. We urge you to read the applicable prospectus supplements that we
may offer under this prospectus.
General
We will
describe in the applicable prospectus supplement the terms of the debt
securities being offered, including:
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the
principal amount being offered, and if a series, the total amount
authorized and the total amount
outstanding;
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any
limit on the amount that may be
issued;
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whether
or not we will issue the series of debt securities in global form, the
terms and who the depositary will
be;
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the
terms of the conversion rights;
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the
annual interest rate, which may be fixed or variable, or the method for
determining the rate and the date interest will begin to accrue, the dates
interest will be payable and the regular record dates for interest payment
dates or the method for determining such
dates;
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whether
or not the debt securities will be secured or unsecured, and the terms of
any secured debt;
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the
terms of the subordination of any series of subordinated
debt;
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the
place where payments will be
payable;
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if
payment of principal and interest on the debt securities may be paid in
our securities rather than, or in addition to cash, and the terms of any
such rights;
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restrictions
on transfer, sale or other assignment, if
any;
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our
right, if any, to defer payment of interest and the maximum length of any
such deferral period;
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the
date, if any, after which, and the price at which, we may, at our option,
redeem the series of debt securities pursuant to any optional or
provisional redemption provisions and the terms of those redemption
provisions;
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the
date, if any, on which, and the price at which we are obligated, pursuant
to any mandatory sinking fund or analogous fund provisions or otherwise,
to redeem, or at the holder’s option to purchase, the series of debt
securities and the currency or currency unit in which the debt securities
are payable;
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whether
the debt securities will restrict our ability and/or the ability of our
subsidiaries to:
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incur
additional indebtedness;
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issue
additional securities;
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pay
dividends and make distributions in respect of our capital stock and the
capital stock of our subsidiaries;
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place
restrictions on our subsidiaries’ ability to pay dividends, make
distributions or transfer assets;
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make
investments or other restricted
payments;
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sell
or otherwise dispose of assets;
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enter
into sale-leaseback transactions;
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engage
in transactions with shareholders and
affiliates;
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issue
or sell stock of our subsidiaries;
or
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effect
a consolidation or merger;
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whether
the debt securities will require us to maintain any interest coverage,
fixed charge, cash flow-based, asset-based or other financial
ratios;
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a
discussion of any material United States federal income tax considerations
applicable to the debt securities;
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information
describing any book-entry features;
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provisions
for a sinking fund purchase or other analogous fund, if
any;
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the
applicability of the provisions in the debt securities on
discharge;
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the
denominations in which we will issue the series of debt securities, if
other than denominations of $1,000 and any integral multiple
thereof;
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the
currency of payment of debt securities if other than U.S. dollars and the
manner of determining the equivalent amount in U.S. dollars;
and
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any
other specific terms, preferences, rights or limitations of, or
restrictions on, the debt securities, including any events of default or
covenants provided with respect to the debt securities, and any terms that
may be required by us or advisable under applicable laws or
regulations.
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Conversion
or Exchange Rights
We will
set forth in the prospectus supplement the terms on which a series of debt
securities may be convertible into or exchangeable for our common stock,
preferred stock, other debt securities, warrants or units consisting of one or
more of such securities. We will include provisions as to whether conversion or
exchange is mandatory, at the option of the holder or at our option. We may
include provisions pursuant to which the number of shares of our common stock,
preferred stock, other debt securities, warrants or units consisting of one or
more of such securities, that the holders of the series of debt securities
receive would be subject to adjustment.
Consolidation,
Merger or Sale
We do not
currently expect our debt securities to contain any covenant that restricts our
ability to merge or consolidate, or sell, convey, transfer or otherwise dispose
of all or substantially all (i.e. more than 75%) of our assets. However, any
successor to or acquirer of such assets may be required to assume all of our
obligations under the debt securities, as appropriate. If the debt securities
are convertible into or exchangeable for our other securities or securities of
other entities, the person with whom we consolidate or merge or to whom we sell
all or substantially all of our assets may be required to make provisions for
the conversion of the debt securities into securities that the holders of the
debt securities would have received if they had converted the debt securities
before the consolidation, merger or sale.
Events
of Default Under the Debt Securities
Unless we
provide otherwise in the prospectus supplement applicable to a particular series
of debt securities or the debt agreement or indenture governing the debt
securities, the following are events of default with respect to any series of
debt securities that we may issue:
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if
we fail to pay interest when due and payable and our failure continues for
90 days and the time for payment has not been extended or
deferred;
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if
we fail to pay the principal, premium or sinking fund payment, if any,
when due and payable and the time for payment has not been extended or
delayed;
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if
we fail to observe or perform any other covenant contained in the debt
securities, other than a covenant specifically relating to another series
of debt securities, and our failure continues for 90 days after we receive
notice from the debt securities agent or holders of at least 25% in
aggregate principal amount of the outstanding debt securities of the
applicable series;
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if
specified events of bankruptcy, insolvency or reorganization occur;
and
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any
other event of default provided in or pursuant to the applicable agreement
or indenture, if any, or prospectus supplement with respect to the debt
securities of that series.
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The
holders of a majority in principal amount of the outstanding debt securities of
an affected series may waive any default or event of default with respect to the
series and its consequences, except defaults or events of default regarding
payment of principal, premium, if any, or interest, unless we have cured the
default or event of default in accordance with the form of debt security and/or
agreement or indenture. Any waiver shall cure the default or event of
default.
The
holders of a majority in principal amount of the outstanding debt securities of
any series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to such holders with respect
to the debt securities of that series.
Subject
to the terms of the debt securities, if an event of default thereunder shall
occur and be continuing, the debt securities agent will be under no obligation
to exercise any of its rights or powers under such debt securities at the
request or direction of any of the holders of the applicable series of debt
securities, unless such holders have offered the debt securities agent
reasonable indemnity. The holders of a majority in principal amount of the
outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the debt securities agent, or exercising any trust or power conferred on the
debt securities agent, with respect to the debt securities of that series,
provided that:
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the
direction so given by the holder is not in conflict with any law or the
applicable debt securities; and
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the
debt securities agent need not take any action that might involve it in
personal liability or might be unduly prejudicial to the holders not
involved in the proceeding.
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A holder
of the debt securities of any series will have the right to institute a
proceeding under the debt securities or to appoint a receiver or trustee, or to
seek other remedies only if:
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the
holder has given written notice to the debt securities agent of a
continuing event of default with respect to that
series;
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the
holders of at least 25% in aggregate principal amount of the outstanding
debt securities of that series have made written request, and such holders
have offered reasonable indemnity to the debt securities agent to
institute the proceeding as trustee;
and
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the
debt securities agent does not institute the proceeding, and does not
receive from the holders of a majority in aggregate principal amount of
the outstanding debt securities of that series other conflicting
directions within 90 days after the notice, request and
offer.
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These
limitations do not apply to a suit instituted by a holder of debt securities if
we default in the payment of the principal, premium, if any, or interest on, the
debt securities.
We may
periodically file statements with the debt securities agent regarding our
compliance with specified covenants in the documentation regarding such debt
securities.
Modification;
Waiver
We and
the debt securities agent may change the form of debt security and/or indenture
without the consent of any holders with respect to specific
matters:
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to
fix any ambiguity, defect or inconsistency in the documentation governing
the debt securities;
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to
comply with the provisions described above under “Description of Debt
Securities — Consolidation, Merger or
Sale;”
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to
add to, delete from or revise the conditions, limitations, and
restrictions on the authorized amount, terms, or purposes of issue,
authentication and delivery of debt securities, as set forth in the
documentation governing such debt
securities;
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to
provide for the issuance of and establish the form and terms and
conditions of the debt securities of any series as provided under
“Description of Debt Securities — General” to establish the form of any
certifications required to be furnished pursuant to the terms of any
series of debt securities, or to add to the rights of the holders of any
series of debt securities;
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to
evidence and provide for the acceptance of appointment thereunder by a
successor debt securities agent;
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to
provide for uncertificated debt securities in addition to or in place of
certificated debt securities and to make all appropriate changes for such
purpose;
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to
add to our covenants new covenants, restrictions, conditions or provisions
for the protection of the holders, and to make the occurrence, or the
occurrence and the continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an event of default;
or
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to
change anything that does not materially adversely affect the interests of
any holder of debt securities of any
series.
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In
addition, the rights of holders of a series of debt securities may be changed by
us and the debt securities agent with the written consent of the holders of at
least a majority in aggregate principal amount of the outstanding debt
securities of each series that is affected. However, unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt
securities, we and the debt securities agent may make the following changes only
with the consent of each holder of any outstanding debt securities
affected:
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extending
the fixed maturity of the series of debt
securities;
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reducing
the principal amount, reducing the rate of or extending the time of
payment of interest, or reducing any premium payable upon the redemption
of any debt securities; or
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reducing
the percentage of debt securities, the holders of which are required to
consent to any amendment, supplement, modification or
waiver.
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Discharge
The
documentation governing the debt securities may provide that we can elect to be
discharged from our obligations with respect to one or more series of debt
securities, except for specified obligations, including obligations
to:
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register
the transfer or exchange of debt securities of the
series;
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replace
stolen, lost or mutilated debt securities of the
series;
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maintain
paying agencies;
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hold
monies for payment in trust;
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recover
excess money held by the debt securities
agent;
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indemnify
the debt securities agent; and
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appoint
any successor debt securities
agent.
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In order
to exercise our rights to be discharged, we must deposit with the debt
securities agent money or government obligations sufficient to pay all the
principal of, any premium, if any, and interest on, the debt securities of the
series on the dates payments are due.
Form,
Exchange and Transfer
We will
issue the debt securities of each series only in fully registered form without
coupons and, unless we provide otherwise in the applicable prospectus
supplement, in denominations of $1,000 and any integral multiple
thereof.
At the
option of the holder, subject to the terms of the debt securities set forth in
the applicable prospectus supplement, the holder of the debt securities of any
series can exchange the debt securities for other debt securities of the same
series, in any authorized denomination and of like tenor and aggregate principal
amount.
Subject
to the terms of the debt securities set forth in the applicable prospectus
supplement, holders of the debt securities may present the debt securities for
exchange or for registration of transfer, duly endorsed or with the form of
transfer endorsed thereon duly executed if so required by us or the security
registrar, at the office of the security registrar or at the office of any
transfer agent designated by us for this purpose. Unless otherwise provided in
the debt securities that the holder presents for transfer or exchange, we will
impose no service charge for any registration of transfer or exchange, but we
may require payment of any taxes or other governmental charges.
We will
name in the applicable prospectus supplement the security registrar, and any
transfer agent in addition to the security registrar, that we initially
designate for any debt securities. We may at any time designate additional
transfer agents or rescind the designation of any transfer agent or approve a
change in the office through which any transfer agent acts, except that we will
be required to maintain a transfer agent in each place of payment for the debt
securities of each series.
If we
elect to redeem the debt securities of any series, we will not be required
to:
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issue,
register the transfer of, or exchange any debt securities of that series
during a period beginning at the opening of business 15 days before the
day of mailing of a notice of redemption of any debt securities that may
be selected for redemption and ending at the close of business on the day
of the mailing; or
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register
the transfer of or exchange any debt securities so selected for
redemption, in whole or in part, except the unredeemed portion of any debt
securities we are redeeming in
part.
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Information
Concerning the Debt Securities Agent
The debt
securities agent, if any, other than during the occurrence and continuance of an
event of default under the debt securities, may undertake to perform only those
duties as are specifically set forth in the applicable documentation for such
debt securities. Upon an event of default under the debt securities, the debt
securities agent must use the same degree of care as a prudent person would
exercise or use in the conduct of his or her own affairs. Subject to this
provision, the debt securities agent is under no obligation to exercise any of
the powers given it by the debt securities at the request of any holder of debt
securities unless it is offered reasonable security and indemnity against the
costs, expenses and liabilities that it might incur.
Payment
and Paying Agents
Unless we
otherwise indicate in the applicable prospectus supplement, we will make payment
of the interest on any debt securities on any interest payment date to the
person in whose name the debt securities, or one or more predecessor securities,
are registered at the close of business on the regular record date for the
interest.
We will
pay principal of and any premium and interest on the debt securities of a
particular series at the office of the paying agents designated by us, except
that unless we otherwise indicate in the applicable prospectus supplement, we
will make interest payments by check that we will mail to the holder or by wire
transfer to certain holders. We will name in the applicable prospectus
supplement any paying agents that we initially designate for the debt securities
of a particular series.
All money
we pay to a paying agent or the debt securities agent for the payment of the
principal of or any premium or interest on any debt securities that remains
unclaimed at the end of two years after such principal, premium or interest has
become due and payable will be repaid to us, and the holder of the debt security
thereafter may look only to us for payment thereof.
Governing
Law
The debt
securities will be governed by and construed in accordance with the laws of the
State of New York.
PLAN
OF DISTRIBUTION
We may
sell the securities covered by this prospectus from time to time. Registration
of our securities covered by this prospectus does not mean, however, that those
securities will necessarily be offered or sold.
We may
sell the securities through one or more underwriters or dealers in a public
offering and sale by them, through agents and/or directly to one or more
investors. We may sell the securities from time to time in one or more
transactions at a fixed price or prices, which may be changed from time to time,
at market prices prevailing at the times of sale, at prices related to such
prevailing market prices, or at negotiated prices. For each offering of
securities hereunder, we will describe the method of distribution of such
securities in a prospectus supplement. The prospectus supplements will describe
the terms of the offerings of the securities, including:
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The
name or names of any underwriters, if
any;
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The
purchase price of our securities and the proceeds we will receive from the
sale;
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Any
overallotment options under which underwriters may purchase additional
securities from us;
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Any
agency fees or underwriting discounts and other items constituting agents’
or underwriters’ compensation;
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Any
public offering price;
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Any
discounts or concessions allowed or reallowed or paid to dealers;
and
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Any
securities exchange or market on which our common stock or other
securities may be listed.
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Only
underwriters named in the prospectus supplement are underwriters of the
securities offered by that prospectus supplement.
If
underwriters are used in the sale, they will acquire the securities for their
own account and may resell the securities from time to time in one or more
transactions at a fixed public offering price. The obligations of the
underwriters to purchase the securities will be subject to the conditions set
forth in the applicable underwriting agreement. We may offer the securities to
the public through underwriting syndicates represented by managing underwriters
or by underwriters without a syndicate. Subject to certain conditions, the
underwriters may be obligated to purchase all the securities offered by the
prospectus supplement. Any public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may change from time to
time. We may use underwriters with whom we have a material relationship. We will
describe in the prospectus supplement, naming the underwriter, the nature of any
such relationship. We may sell securities directly or through agents we
designate from time to time. We will name any agent involved in the offering and
sale of securities and we will describe any commissions we will pay the agent in
the prospectus supplement. Unless the prospectus supplement states otherwise,
any such agent will act on a best-efforts basis for the period of its
appointment.
We may
authorize agents or underwriters to solicit offers by certain types of
institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
We will describe the conditions to these contracts and the commissions we must
pay for solicitation of these contracts in the prospectus
supplement.
We may
provide underwriters and agents with indemnification against civil liabilities
related to this offering, including liabilities under the Securities Act of
1933, as amended, or Securities Act, or contribution with respect to payments
that the underwriters or agents may make with respect to such
liabilities.
All
securities we offer, other than common stock, will be new issues of securities
with no established trading market. Any underwriters may make a market in
these securities, but will not be obligated to do so and may discontinue any
market making at any time without notice. We cannot guarantee the
liquidity of the trading markets for any securities.
Any
underwriter may engage in overallotment, stabilizing transactions, short
covering transactions and penalty bids in accordance with Regulation M under the
Securities Exchange Act of 1934, as amended, or Exchange Act. Overallotment
involves sales in excess of the offering size, which create a short position.
Stabilizing transactions permit bids to purchase the underlying security so long
as the stabilizing bids do not exceed a specified maximum. Short covering
transactions involve purchase of the securities in the open market after the
distribution is completed to cover short positions. Penalty bids permit the
underwriters to reclaim a selling concession from a dealer when the securities
originally sold by the dealer is purchased in a covering transaction to cover
short positions. Those activities may cause the price of the securities to be
higher than it would otherwise be. If commenced, the underwriters may
discontinue any of these activities at any time.
Any
underwriters who are qualified market makers on the NASDAQ Capital Market may
engage in passive market making transactions in our common stock on the NASDAQ
Capital Market in accordance with Rule 103 of Regulation M, during the business
day prior to the pricing of the offering, before the commencement of offers or
sales of common stock. Passive market makers must comply with applicable volume
and price limitations and must be identified as passive market makers. In
general, a passive market maker must display its bid at a price not in excess of
the highest independent bid for such security; if all independent bids are
lowered below the passive market maker’s bid, however, the passive market
maker’s bid must then be lowered when certain purchase limits are
exceeded.
We make
no representation or prediction as to the direction or magnitude of any effect
that any of the foregoing activities may have on the price of our common stock
or, if applicable, the price for any of our other securities. For a description
of these activities, see the information under the heading “Underwriting” or
“Plan of Distribution” in the applicable prospectus supplement.
Underwriters,
broker-dealers or agents who may become involved in the sale of our securities
may engage in transactions with and perform other services for us in the
ordinary course of their business for which they receive
compensation.
LEGAL
MATTERS
The
validity of the securities being offered by this prospectus will be passed upon
for us by Blank Rome LLP, New York, New York and for any underwriters, dealers
or agents by counsel named in the applicable prospectus supplement.
EXPERTS
The
financial statements as of December 31, 2007 and for each of the two years in
the period ended December 31, 2007 incorporated by reference herein have been so
incorporated in reliance on the report of BDO Seidman, LLP, an independent
registered public accounting firm, incorporated herein by reference, given on
the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the informational requirements of the Exchange Act, and we file
reports and other information with the SEC.
You may
read and copy any of the reports, statements, or other information we file with
the SEC at its Public Reference Section at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549 at prescribed rates. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a Web site at http://www.sec.gov that contains reports, proxy
statements and other information regarding issuers that file electronically with
the SEC. In addition, the Nasdaq Stock Market maintains a Web site at
http://www.nasdaq.com that contains reports, proxy statements and other
information filed by us.
Our
internet address is
www.hudsontech.com.
We make
available free of charge, on or through our web site, annual reports on form
10-KSB and 10-K, quarterly reports on form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the SEC. Information
contained on our web site is not part of this prospectus.
This
prospectus constitutes a part of a registration statement on Form S-3 that we
have filed with the SEC under the Securities Act. This prospectus does not
contain all of the information set forth in the registration statement, certain
parts of which are omitted in accordance with the rules and regulations of the
SEC. For further information about us and our securities we refer you to the
registration statement and the accompanying exhibits and schedules. The
registration statement may be inspected at the Public Reference Room maintained
by the SEC at the address set forth in the first paragraph of this section.
Statements contained in this prospectus regarding the contents of any contract
or any other document filed as an exhibit are not necessarily complete. In each
instance, reference is made to the copy of such contract or document filed as an
exhibit to the registration statement, and each statement is qualified in all
respects by that reference.
INFORMATION
INCORPORATED BY REFERENCE
The SEC
allows us to “incorporate by reference” into this prospectus the information we
file with them. This means that we may disclose important information to you by
referring you to other documents filed separately with the SEC. The information
we incorporate by reference into this prospectus is legally deemed to be a part
of this prospectus, except for any information superseded by other information
contained in, or incorporated by reference into, this prospectus. Any statement
contained in a document incorporated or deemed to be incorporated by reference
into this prospectus will be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this prospectus or
any other subsequently filed document that is deemed to be incorporated by
reference into this prospectus modifies or supersedes the statement. Any
statement so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus. Our SEC File Number for
documents we filed under the Securities Exchange Act of 1934 is
001-13412.
The
following documents filed by us with the SEC are hereby incorporated by
reference in this prospectus:
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our
annual report on Form 10-KSB (including the information incorporated by
reference therein) for the fiscal year ended December 31,
2007;
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our
quarterly report on Form 10-Q for the quarter ended March 31,
2008;
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our
quarterly report on Form 10-Q for the quarter ended June 30,
2008;
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our
current reports on Form 8-K filed with the SEC on January 11, 2008,
April 22, 2008, May 27, 2008 and September 2,
2008;
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the
description of our common stock contained in our registration statement on
Form 8-A, filed with the SEC pursuant to Section 12(g) of the
Exchange Act and all amendments or reports filed by us for the purpose of
updating those descriptions.
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All
reports and other documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and
prior to the termination of this offering also shall be deemed to be
incorporated by reference in this prospectus and to be part hereof from the
dates of filing of such reports and other documents; provided, however, that we
are not incorporating any information furnished under either Item 2.02 or
Item 7.01 of any Current Report on Form 8-K.
We hereby
undertake to provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus is delivered, upon written or oral
request of any such person, a copy of any and all of the information that has
been or may be incorporated by reference in this prospectus, other than exhibits
to such documents, unless the exhibits are specifically incorporated by
reference into the documents that this prospectus incorporates. Requests for
such copies should be directed to our corporate secretary, at the following
address or by calling the following telephone number:
Hudson Technologies, Inc.
P.O. Box 1541
One Blue Hill Plaza
Pearl River, NY 10965
Telephone (845) 735-6000
Hudson
Technologies, Inc.
2,737,500 Shares
of Common Stock
Warrants
to Purchase 1,368,750 Shares of Common Stock
____________________
PROSPECTUS
SUPPLEMENT
____________________
Canaccord Genuity
July 1, 2010
No action is being taken in any
jurisdiction outside the United States to permit a public offering of
these
securities or possession or
distribution of this prospectus supplement and the accompanying prospectus in
that jurisdiction. Persons who come into possession of this prospectus
supplement and the accompanying prospectus in jurisdictions outside the United
States are required to inform themselves about and to observe any restrictions
as to this offering and the distribution of this prospectus supplement and the
accompany prospectus applicable to that jurisdiction.