Current Report Filing (8-k)

United States

Securities And Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 18, 2014

FUEL TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-33059 20-5657551

(State or other jurisdiction (Commission (IRS Employer

of incorporation) File Number) Identification No.)

Fuel Tech, Inc.

27601 Bella Vista Parkway

Warrenville, IL 60555-1617

630-845-4500

(Address and telephone number of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 18, 2014 Fuel Tech, Inc. (“Fuel Tech” or the “Company”) acquired certain intellectual property associated with converting coal of various ranks into high BTU carbon-rich and pollutant-reduced products from Dr. Richard A. Wolfe, Carbonite Corporation, Virginia Carbonite, LLC, Jerry W. Wharton, Eric A. Wolfe, and Travis L. Wolfe pursuant to several Intellectual Property Purchase Agreements and other agreements (the Agreements). Under the Agreements, Fuel Tech paid an aggregate of $3,010,000 in cash for the intellectual property. Fuel Tech also agreed to a five-year initial term employment agreement with Dr. Wolfe, licensed the intellectual property for limited use to Virginia Carbonite, LLC on a non-exclusive, royalty free basis, and agreed to pay commissions of up to $3 million to a Virginia limited liability company of Dr. Wolfe and Mr. Wharton based on future sales and license revenues using the intellectual property until December 31, 2021.

The Agreements contain representations, warranties and indemnification obligations of the parties customary for transactions similar to those contemplated by the Agreements. Such representations and warranties are made solely for purposes of the Agreements and, in some cases, may be subject to qualifications and limitations agreed to by the parties in connection with the negotiated terms of the Agreements and may have been qualified by disclosures that were made in connection with the parties’ entry into the Agreements.

In addition, certain representations and warranties set forth in the Agreements may have been used for purposes of risk-allocation among the parties rather than establishing matters of fact. The representations and warranties contained in the Agreements were made solely for the benefit of the parties thereto. Persons not party to the Agreements, including, without limitation, the Company’s shareholders and other investors, should not rely on the representations and warranties contained in the Agreements, or any descriptions thereof, including those contained in this Current Report on Form 8-K (this “Report”), as characterizations of the actual facts or conditions applicable to the intellectual property acquired.

Item 8.01. Other Events.

On September 18, 2014, Fuel Tech issued a press release announcing the acquisition of certain intellectual property associated with converting coal of various ranks into high BTU carbon-rich and pollutant-reduced products from Dr. Richard A. Wolfe, Carbonite Corporation, Virginia Carbonite, LLC, Jerry W. Wharton, Eric A. Wolfe, and Travis L. Wolfe, a copy of which is filed as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits: The following exhibits are filed as part of this report:

Exhibit

No. Description

99.1 Press Release of Fuel Tech, Inc., dated September 18, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fuel Tech, Inc.

(Registrant)

Date: September 18, 2014

By: /s/ David S. Collins

David S. Collins

Senior Vice President, Treasurer

and Chief Financial Officer

CONTACT: David S. Collins Devin Sullivan

Chief Financial Officer Senior Vice President

(630) 845-4500 The Equity Group Inc.

(212) 836-9608

FUEL TECH ACQUIRES INTELLECTUAL PROPERTY

FOR CARBONITE FUEL CONVERSION PROCESS

WARRENVILLE, Ill., September 18, 2014 - Fuel Tech, Inc. (NASDAQ: FTEK), a world leader in advanced engineering solutions for the optimization of combustion systems and emissions control in utility and industrial applications, today announced that it has acquired the intellectual property rights and know-how associated with the CARBONITE^® fuel conversion process. This process can convert coals of various ranks into value-added products that are high BTU, carbon-rich and pollutant-reduced. Total consideration for the acquisition was $3,010,000 in cash.

Fuel Tech’s Chairman, President and Chief Executive Officer, Douglas G. Bailey, noted, “This acquisition is a strategic step in a measured development process that will apply Fuel Tech’s research and engineering resources to evolve the acquired intellectual property. We will leverage our knowledge of coal chemistries, combustion dynamics, system design and process optimization to develop and commercialize products that are cleaner during both their production and end use as compared to conventional products and their associated processes. CARBONITE-derived products can have relevance in a variety of existing industries, although we see an opportunity to develop new markets for products created using this technology. This acquisition will create new opportunities for Fuel Tech to diversify into adjacent markets with recurring revenue potential while remaining consistent with our mission of delivering innovative solutions for industries utilizing carbonaceous fuels.”

Timothy J. Eibes, who previously served as Fuel Tech’s Senior Vice President, Project Execution and in early 2014 assumed a lead role in this strategic acquisition, has been named Senior Vice President, Fuel Conversion, responsible for commercializing the technology. Dr. Richard A. Wolfe, developer of the CARBONITE process, has joined Fuel Tech as Vice President, Fuel Conversion Technologies. Both Mr. Eibes and Dr. Wolfe will report to Mr. Bailey.

About Fuel Tech

Fuel Tech is a leading technology company engaged in the worldwide development, commercialization and application of state-of-the-art proprietary technologies for air pollution control, process optimization, and advanced engineering services. These technologies enable customers to produce both energy and processed materials in a cost-effective and environmentally sustainable manner.

The Company’s nitrogen oxide (NO_x) reduction technologies include advanced combustion modification techniques - such as Low NO_x Burners and Over-Fire Air systems - and post-combustion NO_x control approaches, including NO_xOUT^®and HERT™ SNCR systems, ASCR™ Advanced Selective Catalytic Reduction systems, NO_xOUT-SCR^®, NO_xOUT CASCADE^®, and I-NO_x™ Integrated NO_x Reduction Systems, which utilize various combinations of these systems, along with the ULTRA™ process for safe ammonia generation. These technologies have established Fuel Tech as a leader in NO_x reduction, with installations on over 800 units worldwide, where coal, fuel oil, natural gas, municipal waste, biomass and other fuels are utilized.

Fuel Tech’s technologies for particulate control include Electrostatic Precipitator (ESP) products and services include ESP Inspection Services, Performance Modeling, Performance and Efficiency Upgrades, along with complete turnkey capability for ESP retrofits, with more than 60 major rebuilds on units up to 700 MW. Flue gas conditioning (FGC) systems include treatment using sulfur trioxide (SO₃) and ammonia (NH₃) based conditioning to improve the performance of ESPs by modifying the properties of the fly ash particle. FGC systems offer a lower capital cost approach to improving ash particulate capture versus the alternative of installing larger ESPs or utilizing fabric filter technology to meet targeted emissions and opacity limits. Fuel Tech’s particulate control technologies have been installed on more than 125 units worldwide.

The Company’s FUEL CHEM^® technology revolves around the unique application of chemicals to improve the efficiency, reliability, fuel flexibility and environmental status of combustion units by controlling slagging, fouling, corrosion, opacity and operational issues associated with sulfur trioxide, ammonium bisulfate, particulate matter (PM_2.5), carbon dioxide and NO_x. The Company has experience with this technology, in the form of a customizable FUEL CHEM program, on over 110 combustion units burning a wide variety of fuels including coal, heavy oil, biomass, and municipal waste.

Fuel Tech also provides a range of combustion optimization services, including airflow testing, coal flow testing and boiler tuning, as well as services to help optimize selective catalytic reduction system performance, including catalyst management services and ammonia injection grid tuning. In addition, flow corrective devices and physical and computational modeling services are available to optimize flue gas distribution and mixing in both power plant and industrial applications.

Many of Fuel Tech’s products and services rely heavily on the Company’s exceptional Computational Fluid Dynamics modeling capabilities, which are enhanced by internally developed, high-end visualization software. These capabilities, coupled with the Company’s innovative technologies and multi-disciplined team approach, enable Fuel Tech to provide practical solutions to some of our customers’ most challenging problems. For more information, visit Fuel Tech’s web site at www.ftek.com.

This press release may contain statements of a forward-looking nature regarding future events. These statements are only predictions and actual events may differ materially. Please refer to documents that Fuel Tech files from time to time with the Securities and Exchange Commission for a discussion of certain factors that could cause actual results to differ materially from those contained in the forward-looking statements.

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