HUDSON TECHNOLOGIES' REGISTRATION STATEMENT FOR RIGHTS OFFERING
DECLARED EFFECTIVE BY THE SEC
PEARL RIVER, N.Y. – September 24, 2003 –
Hudson Technologies, Inc. (Nasdaq: HDSN), a leading refrigerant
services company, announced today that the registration statement
for its proposed common stock rights offering has been declared
effective by the Securities and Exchange Commission. The rights
offering will expire on October 31, 2003, unless the Company decides
to extend the expiration date.
As previously announced, pursuant to the rights offering,
holders of the Company’s common stock on
September 18,
2003, will receive one (1) non-transferable right to purchase one
(1) share of common stock of the Company at a subscription price of
$1.10 for each share of the Company’s stock they hold. The
subscription price was determined by a special committee of
independent members of Hudson’s Board of Directors based upon a
valuation of price ranges provided by a financial advisor, who also
rendered a fairness opinion as to the subscription price to the
Company’s board of directors, details of which are included in the
final prospectus.
As provided for in the registration statement, any
stockholder of record who receives rights and who fully exercises
his or her rights may oversubscribe for additional shares of common
stock at the subscription price. To the extent shares offered are
not subscribed for by the stockholders in the rights offering, the
Company will offer those shares to members of the public at the
subscription price after the
October 31, 2003
expiration date. Such offer will expire on November 20, 2003 unless
the Company decides to extend the date.
If all of the securities registered in the offering are
sold for cash, the Company will receive gross proceeds of
approximately $5,682,000. A portion of the proceeds from the
offering, however, could be in the form of a reduction in the
Company’s debt, other than the Company’s outstanding Convertible
Notes.
Based on the terms of the Company’s Convertible Notes, as
long as $240,000 of gross proceeds are received from the rights
offering, the Company’s Convertible Notes will convert into
restricted shares of the Company’s common stock based on the then
effective conversion rate. In addition, if more than $1,000,000 of
gross proceeds are received by the Company (not including any
transactions by the holders of the Company’s Series A Preferred
Stock or the conversion of any of the Company’s Convertible Notes),
the holders of the Company’s Series A Preferred Stock have indicated
their intention to voluntarily increase the conversion rate of
certain of the Company’s Convertible Notes held by them from the
current conversion rate of $.79 to the subscription price of $1.10.
Moreover, if the $1,000,000 threshold is achieved, the holders of
the Company’s Series A Preferred Stock have indicated their
intention to voluntarily increase the conversion price of their
outstanding Series A Preferred Stock from the current conversion
price of $.79 to the subscription price of $1.10.
Hudson plans to use the cash proceeds it receives from the offering
for sales and marketing support of the Company’s refrigerant service
business, infrastructure support for its refrigerant sales business,
and working capital and general corporate purposes.
Kevin J. Zugibe, chairman and chief executive officer, commented,
"We are pleased to be in a position to commence our rights
offering. By raising additional equity, the Company can both
further its business development and help meet the requirements for
continued listing of its common stock on The Nasdaq SmallCap
Market."
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state.
Copies of the final prospectus for this offering, including
instructions for exercising the shareholders’ rights, if they so
choose, will be mailed to stockholders of record who are entitled to
receive these rights as soon as practicable. The rights offering
will be made only by means of the final prospectus. Copies
of the prospectus can also be obtained by contacting Hudson at 275
N. Middletown Road, Pearl River, NY, 10965, tel: 845-735-6000,
Attention: James R. Buscemi.
About Hudson
Technologies
Hudson Technologies, Inc., is a
leading provider of innovative solutions to recurring problems
within the refrigeration industry. Hudson’s proprietary
RefrigerantSide® Services increase operating efficiency and energy
savings, and remove moisture, oils and other contaminants frequently
found in the refrigeration circuits of large comfort cooling and
process refrigeration systems. Performed at a customer’s site as an
integral part of an effective scheduled maintenance program or in
response to emergencies, RefrigerantSide® Services offer significant
savings to customers due to their ability to be completed rapidly
and at higher purity levels, and can be utilized while the
customer’s system continues to operate. In addition, the company
sells refrigerants and provides traditional reclamation services to
the commercial and industrial air conditioning and refrigeration
markets.
Investor Relations Contacts:
Company Contact:
Harriet Fried/John Heilshorn
Brian F. Coleman, President & COO
Lippert/Heilshorn & Associates
Hudson Technologies, Inc.
(212) 838-3777
(845) 735-6000
hfried@lhai.com
bcoleman@hudsontech.com
