Current Report Filing (8-k)
January 03 2020 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report (Date of earliest event reported)
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January 2, 2020
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Hudson
Technologies, Inc.
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(Exact Name of Registrant as Specified in Charter)
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New York
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(State or Other Jurisdiction of Incorporation)
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1-13412
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13-3641539
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(Commission File Number)
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(IRS Employer Identification No.)
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PO Box
1541, 1 Blue Hill Plaza, Pearl River, New York
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10965
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(Address of Principal Executive Offices)
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(Zip Code)
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(845)
735-6000
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(Registrant's Telephone Number, Including Area Code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbols(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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HDSN
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Nasdaq Capital Market
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Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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On January 2, 2020, Hudson Technologies,
Inc. (the “Company”) appointed Ryan A. Maupin as its Chief Restructuring Officer.
Mr. Maupin, age 39, is a Principal of Grant
Thornton LLP in its Strategic Solutions practice, a position he has held since 2015. Prior to becoming a Principal, from 2013-2015,
Mr. Maupin was a Director in the Strategic Solutions practice of Grant Thornton LLP. Mr. Maupin specializes in advising boards
of directors, senior executives, creditors and funds in restructuring situations. From 2010 to 2013, Mr. Maupin was a Director
in the Transactions and Restructuring Group at KPMG LLP. From 2006 to 2010 he was a Manager at Grant Thornton LLP and from 2005
to 2006 served as a Consultant at Navigant Capital Advisors.
Mr. Maupin’s services are being provided
to the Company by Grant Thornton LLP at a cost of $120,000 per month.
Mr. Maupin was retained by the Company
in accordance with the requirements set forth in the Waiver and Fourth Amendment to Term Loan Credit and Security Agreement (the
“Fourth Amendment”) among Hudson Technologies Company (“HTC”), an indirect subsidiary of the Company, and
HTC’s affiliates Hudson Holdings, Inc. and Aspen Refrigerants, Inc., as borrowers, the Company as a guarantor, and U.S. Bank
National Association, as collateral agent and administrative agent, and the various lenders thereunder.
In the event that, following the retention
of the Chief Restructuring Officer (“CRO”), LTM Adjusted EBITDA (as defined) exceeds the greater of (x) 105% of the
minimum LTM Adjusted EBITDA and (y) $9.55 million for two consecutive quarterly reporting periods, the Company may terminate the
CRO if the Company reasonably determines that the services of the CRO are no longer needed; provided, that no default shall have
occurred or be continuing under the Term Loan Facility.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: January 3, 2020
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HUDSON TECHNOLOGIES, INC.
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By:
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/s/ Nat Krishnamurti
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Name: Nat Krishnamurti
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Title: Chief Financial Officer & Secretary
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