SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 6)(1)
HUDSON TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, par value $ .01 per share
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(Title of Class of Securities)
444144109
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(CUSIP Number)
Richard D. Waters, Jr.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas, 40th Floor
New York, NY 10020
(212) 899-3400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 2004
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13D
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 444144109 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FLEMING US DISCOVERY FUND III, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF 16,493,481
SHARES
BENEFICIALLY ------- ------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER*
REPORTING
PERSON WITH 0
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9 SOLE DISPOSITIVE POWER
16,493,481
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,493,481
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.6%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
-2-
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CUSIP No. 444144109 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
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7 SOLE VOTING POWER
2,643,968
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------
PERSON WITH
9 SOLE DISPOSITIVE POWER
2,643,968
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,643,968
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
Preliminary Note: This Amendment No. 6 to the Statement on Schedule 13D
originally filed on April 9, 1999, as amended by Amendment No. 1 thereto filed
on February 14, 2001, Amendment No. 2 thereto filed on June 25, 2003, Amendment
No. 3 thereto filed on September 15, 2003, Amendment No. 4 thereto filed on
December 12, 2003 and Amendment No. 5 thereto filed on December 22, 2003 (as so
amended, the "Statement") with respect to the common stock, $.01 par value per
share (the "Common Stock"), of Hudson Technologies, Inc., a New York corporation
(the "Issuer") amends and restates Items 1 and 2 and Appendices 1, 2 and 3 and
supplements Items 3, 4, 5 and 7 to reflect the conversion of the Series A
Preferred Stock into Common Stock.
Item 1. Security and Issuer
The address of the Issuer's principal executive offices is 275 North Middletown
Road, Pearl River, New York 10965. Information in the original Schedule 13D
remains in effect except to the extent that it is superseded by subsequently
filed information, including the information contained in Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and this
Amendment No. 6. Responses to each item below are incorporated by reference into
each other item, as applicable.
Item 2. Identity and Background
This Statement is being filed pursuant to a Joint Filing Agreement (attached as
Exhibit 1 to Amendment No. 5 to the statement on Schedule 13D and incorporated
herein by reference) by (i) Fleming US Discovery Fund III, L.P. ("US Fund"), a
Delaware limited partnership whose principal office is c/o J.P. Morgan Partners,
LLC, 1221 Avenue of the Americas, New York, New York 10020 and (ii) Fleming US
Discovery Offshore Fund III, L.P. ("Offshore Fund" and collectively with the US
Fund, the "Funds"), a Bermuda limited partnership whose principal office is c/o
Bank of Bermuda, Ltd. 6 Front Street, Hamilton HM 11 Bermuda.
US Fund's principal business is to invest in securities with a view to long-term
capital appreciation. The general partner of US Fund is Fleming US Discovery
Partners, L.P. ("Fleming Partners"), a Delaware limited partnership, whose
principal business office is located at the same address as US Fund. Fleming
Partners' principal business is to act as the general partner of US Fund and
Offshore Fund. The general partner of Fleming Partners is Fleming US Discovery,
LLC ("Discovery"), a Delaware limited liability company whose principal office
is located at the same address as US Fund. Discovery's principal business is to
act as the sole general partner of Fleming Partners. A Board of Managers
consisting of five members manages Discovery. Set forth on Appendix 1 attached
hereto and incorporated herein by reference are the names, business addresses,
principal occupations and employments of each member of the Board of Managers
and Committees of Discovery.
Effective September 30, 2001, JPMP Capital Corp. ("JPMP Capital"), a New York
corporation purchased Robert Fleming Inc.'s interests as the controlling member
of Discovery and the sole limited partner of Fleming Partners pursuant to that
certain assignment and assumption agreement. As a result thereof, JPMP Capital
has the right to appoint three of the five members of the Board of Managers of
Discovery. JPMP Capital's principal place office is located at the same address
as US Fund. JPMP Capital is engaged in the venture capital and leveraged buyout
business. Set forth on Appendix 2 attached hereto and incorporated herein by
reference are the names, business addresses, principal occupations and
employments of each executive officer and director of JPMP Capital.
JPMP Capital is a wholly-owned subsidiary of J.P. Morgan Chase & Co. ("JP Morgan
Chase"), a Delaware corporation which is engaged (primarily through
subsidiaries) in the commercial banking business with its principal office
located at 270 Park Avenue, New York, New York 10017. Set forth on Appendix 3
attached hereto and incorporated herein by reference are the names, business
addresses, principal occupations and employments of each executive officer and
director of JP Morgan Chase.
-4-
The Offshore Fund's principal business is to invest in securities with a view to
long-term capital appreciation. The Offshore Fund has two general partners,
Fleming Partners and Fleming (Bermuda) Discovery III Limited ("Fleming
Bermuda"), a company organized in Bermuda. Fleming Bermuda's principal business
office address is located at the same address as the Offshore Fund. Fleming
Bermuda's principal business is to serve as a general partner of the Offshore
Fund.
During the last five years prior to the date of this filing, none of the
Reporting Persons or persons identified in Appendix 1, Appendix 2 or Appendix 3
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction ending in a judgment, decree or
final order enjoining future violations or prohibiting or mandating the
activities subject to, federal or state securities laws or finding a violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On March 31, 2004, the US Fund converted 111,642 shares of Series A Preferred
Stock ("US Fund Preferred Stock") at a conversion price of $0.79 per share and
the Offshore Fund converted 17,898 shares of Series A Preferred Stock ("Offshore
Fund Preferred Stock") at a conversion price of $0.79 per share. No part of the
purchase price was or will be represented by funds or other consideration
borrowed or otherwise obtained for the purpose of acquiring, holding, trading or
voting the Common Stock.
Item 4. Purposes of Transactions
(a) The shares of Common Stock deemed to be beneficially owned by the Reporting
Persons were acquired for, and are being held for, investment purposes. The
Funds may dispose of or acquire securities of the Issuer, including Common
Stock, depending upon the position of the market, the Issuer and other factors.
The Reporting Persons retain the right to change their investment intent, to
propose one or more possible transactions to the Issuer's board, to acquire
additional shares of Common Stock from time to time or to sell or otherwise
dispose of all or part of the Common Stock beneficially owned by them in any
manner permitted by law.
(b)-(j) No changes.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the US Fund holds 16,493,481 shares of Common Stock
(the "US Fund Common Stock").
As of the date hereof, the Offshore Fund holds 2,643,968 shares of Common Stock
(the "Offshore Fund Common Stock").
On March 31, 2004, the US Fund exchanged 111,642 shares of Series A Preferred
Stock (which included 107,803 shares of Series A Preferred Stock and 3,839
shares of Series A Preferred Stock that were issued as a dividend on the 107,803
shares) into 14,131,898 shares of Common Stock (the "US Fund Conversion
Shares").
On March 31, 2004, the Offshore Fund exchanged 17,898 shares of Series A
Preferred Stock (which included 17,283 shares of Series A Preferred Stock and
615 shares of Series A Preferred Stock that were issued as a dividend on the
17,283 shares) into 2,265,570 shares of Common Stock (the "Offshore Fund
Conversion Shares").
-5-
As of the date hereof, the US Fund holds common stock warrants (the "Exchange
Note Warrants") to purchase 44,296 shares of the Issuer's Common Stock, at an
exercise price equal to $.87 per share. As of the date hereof, the Offshore Fund
holds Exchange Note Warrants to purchase 7,062 shares of the Issuer's Common
Stock, at an exercise price equal to $.87 per share.
As of the date hereof, the US Fund holds common stock warrants ("Convertible
Note Warrants") to purchase 26,726 shares of the Issuer's Common Stock, at an
exercise price equal to $1.21 per share. As of the date hereof, the Offshore
Fund holds Convertible Note Warrants to purchase 4,248 shares of the Issuer's
Common Stock, at an exercise price equal to $1.21 per share.
As of the date hereof, the US Fund holds common stock warrants ("Additional
Convertible Note Warrants") to purchase 30,567 shares of the Issuer's Common
Stock, at an exercise price equal to $1.21 per share. As of the date hereof, the
Offshore Fund holds Additional Convertible Note Warrants to purchase 4,894
shares of the Issuer's Common Stock, at an exercise price equal to $1.21 per
share.
The Exchange Note Warrants, the Convertible Note Warrants and the Additional
Convertible Note Warrants held by the US Fund are sometimes collectively
referred to herein as the "US Fund Warrants". The Exchange Note Warrants, the
Convertible Note Warrants and the Additional Convertible Note Warrants held by
the Offshore Fund are sometimes collectively referred to herein as the "Offshore
Fund Warrants".
As of the date hereof, the US Fund holds fully vested and currently exercisable
options to purchase 30,163 shares of Common Stock (the "US Fund Options").
As of the date hereof, the Offshore Fund holds fully vested and currently
exercisable options to purchase 4,837 shares of Common Stock (the "Offshore Fund
Options").
Because of their relationship as affiliated entities, for purposes of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the US Fund and the Offshore Fund may be deemed to beneficially own the
US Fund Common Stock, the Offshore Fund Common Stock, the US Fund Conversion
Shares, the Offshore Fund Conversion Shares, the US Fund Warrants, the Offshore
Fund Warrants, the US Fund Options and the Offshore Fund Options. As the general
partner of the US Fund and the Offshore Fund, Fleming Partners may be deemed to
beneficially own the US Fund Common Stock, the Offshore Fund Common Stock, the
US Fund Conversion Shares, the Offshore Fund Conversion Shares, the US Fund
Warrants, the Offshore Fund Warrants, the US Fund Options and the Offshore Fund
Options. As the general partner of Fleming Partners, Discovery may be deemed to
beneficially own the US Fund Common Stock, the Offshore Fund Common Stock, the
US Fund Conversion Shares, the Offshore Fund Conversion Shares, the US Fund
Warrants, the Offshore Fund Warrants, the US Fund Options and the Offshore Fund
Options. As a controlling member of Discovery and the sole limited partner of
Fleming Partners, JPMP Capital may be deemed to beneficially own the US Fund
Common Stock, the Offshore Fund Common Stock, the US Fund Conversion Shares, the
Offshore Fund Conversion Shares, the US Fund Warrants, the Offshore Fund
Warrants, the US Fund Options and the Offshore Fund Options. JPMP Capital is a
wholly-owned subsidiary of JP Morgan Chase. Thus, as the parent of JPMP Capital,
for purposes of Rule 13d-3 promulgated under the Exchange Act, JP Morgan Chase
may be deemed to beneficially own the US Fund Common Stock, the Offshore Fund
Common Stock, the US Fund Conversion Shares, the Offshore Fund Conversion
Shares, the US Fund Warrants, the Offshore Fund Warrants, the US Fund Options
and the Offshore Fund Options. Each of Fleming Partners, Discovery, JPMP Capital
and JP Morgan Chase disclaims any beneficial ownership of the shares of the
Issuer reported as beneficially owned by the Reporting Persons, except to the
extent of its pecuniary interest therein.
-6-
As of the date hereof, for purposes of Rule 13d-3 promulgated under the Exchange
Act, each of US Fund, Offshore Fund, Fleming Partners, Discovery, JPMP Capital
and JP Morgan Chase may be deemed to have beneficially owned 75.5% of the
outstanding Common Stock, on an aggregated basis, which percentage is calculated
based upon (i) 9,120,126 shares of Common Stock (includes 8,999,626 shares
reported outstanding as of March 8, 2004 by the Issuer in its Annual Report on
Form 10-KSB filed with the SEC on March 24, 2004 and 120,500 shares which were
issued pursuant to the exercise of options on or prior to March 31, 2004); (ii)
the number of shares of Common Stock (16,397,468) issuable upon conversion of
the US Fund Preferred Stock and the Offshore Fund Preferred Stock; (iii) the
number of shares of Common Stock (35,000) issuable upon exercise of the US Fund
Options and the Offshore Fund Options and (iv) the total number of shares of
Common Stock (117,793) issuable upon exercise of the US Fund Warrants and the
Offshore Fund Warrants.
The percentage is calculated by dividing 19,290,242 (which is the sum of
16,397,468; 2,739,981; 117,793 and 35,000) by 25,670,387 (which is the sum of
16,397,468; 117,793; 35,000 and 9,120,126).
(b) The information required by this paragraph is reflected on Lines 7-10 of
each Reporting Person's cover page, incorporated herein by reference.
(c) On March 31, 2004, the US Fund exchanged 111,642 shares of Series A
Preferred Stock (which included 107,803 shares of Series A Preferred Stock and
3,839 shares of Series A Preferred Stock that were issued as a dividend on the
107,803 shares) into 14,131,898 shares of Common Stock.
On March 31, 2004, the Offshore Fund exchanged 17,898 shares of Series A
Preferred Stock (which included 17,283 shares of Series A Preferred Stock and
615 shares of Series A Preferred Stock that were issued as a dividend on the
17,283 shares) into 2,265,570 shares of Common Stock.
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, the shares of
Common Stock beneficially owned by any of the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
No changes.
Item 7. Materials to Be Filed as Exhibits
The following additional material is filed as an Appendix to this
Amendment No. 6:
Appendix 1- Information About Fleming US Discovery, LLC Required
by Item 2
Appendix 2- Information About JPMP Capital Corp. Required by Item 2
Appendix 3- Information About JP Morgan Chase & Co. Required by Item 2
-7-
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Dated: April 1, 2004
FLEMING US DISCOVERY FUND III, L.P.
By: Fleming US Discovery Partners, L.P., its general partner
By: Fleming US Discovery, LLC, its general partner
By: /s/ Richard D. Waters, Jr.
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Richard D. Waters, Jr., Manager
FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
By: Fleming US Discovery Partners, L.P, its general partner
By: Fleming US Discovery, LLC, its general partner
By: /s/ Richard D. Waters, Jr.
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Richard D. Waters, Jr., Manager
Appendix 1
MANAGERS AND COMMITTEES OF FLEMING US DISCOVERY, LLC (1)
BOARD OF MANAGERS
Robert L. Burr (2)
Christopher M.V. Jones (3)
Stephen Oppenheimer (4)
Faith Rosenfeld (4)
Richard D. Waters, Jr. (4)
EXECUTIVE COMMITTEE
Robert L. Burr
Christopher M.V. Jones
Stephen Oppenheimer
Faith Rosenfeld
Richard D. Waters, Jr.
INVESTMENT COMMITTEE
Robert L. Burr
Christopher M.V. Jones
Stephen Oppenheimer
Faith Rosenfeld
Richard D. Waters, Jr.
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(1) Each of the natural persons listed as a manager or committee member of
Fleming US Discovery, LLC is a United States citizen, other than
Christopher M.V. Jones, who is a United Kingdom citizen.
(2) Business address is 1221 Avenue of the Americas, 40th Floor, New York,
NY 10020.
(3) Business address is 522 Fifth Avenue, New York, NY 10036.
(4) Business address is 1221 Avenue of the Americas, 39th Floor, New York,
NY 10020.
Appendix 2
JPMP Capital Corp.
Executive Officers and Directors of JPMP Capital Corp.
Executive Officers (1)
President Jeffrey C. Walker*
Chief Investment Officer Arnold L. Chavkin*
Managing Director Dr. Dana Beth Ardi
Managing Director Christopher C. Behrens*
Managing Director Julie Casella-Esposito*
Managing Director Rodney A. Ferguson*
Managing Director Cornell P. French*
Managing Director Michael R. Hannon*
Managing Director Alfredo Irigoin*
Managing Director Andrew Kahn*
Managing Director Jonathan R. Lynch*
Managing Director Stephen P. Murray*
Managing Director Timothy Purcell*
Managing Director Faith Rosenfeld*
Managing Director Shahan D. Soghikian*
Managing Director Timothy J. Walsh*
Managing Director Richard D. Waters, Jr. *
Directors (1)
William B. Harrison, Jr.**
Jeffrey C. Walker*
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(1) Each of whom is a United States citizen except for Messrs. Irigoin and
Soghikian.
* Principal occupation is employee and/or officer of J.P. Morgan
Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221
Avenue of the Americas, New York, New York 10020.
** Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
Appendix 3
J.P. MORGAN CHASE & CO.
Executive Officers and Directors of JPMorgan Chase & Co.
Executive Officers (1)
Chairman of the Board and Chief
Executive Officer William B. Harrison Jr.*
Vice Chairman David A. Coulter*
Vice Chairman Thomas B. Ketchum*
Vice Chairman Donald H. Layton*
Vice Chairman Jeffrey C. Walker**
Vice Chairman; Head of Finance,
Risk Management and Administration Marc J. Shapiro*
Executive Officer Donald H. McCree III*
Executive Vice President; Chief
Financial Officer Dina Dublon*
Executive Vice President; Head of
Market Risk Management Lesley Daniels Webster*
General Counsel William H. McDavid*
Director of Human Resources John J. Farrell*
Director of Corporate Marketing
and Communications Frederick W. Hill*
Controller Joseph L. Scalfani*
Directors (1)
Principal Occupation or Employment;
Name Business or Residence Address
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Hans W. Becherer Retired Chairman of the Board and
Chief Executive Officer
Deere & Company
One John Deere Place
Moline, IL 61265
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Riley P. Bechtel Chairman and Chief Executive Officer
Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119-3965
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Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
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John H. Biggs Former Chairman and Chief
Executive Officer
TIAA-CREF
730 Third Avenue
25th Floor
New York, NY 10017
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Lawrence A. Bossidy Chairman of the Board
Honeywell International
P.O. Box 3000
Morristown, NJ 07962-2245
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(1) Each of whom is a United States citizen.
* Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
** Principal occupation is employee and/or officer of J.P. Morgan
Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221
Avenue of the Americas, New York New York 10020.
Principal Occupation or Employment;
Name Business or Residence Address
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M. Anthony Burns Chairman of the Board
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
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Ellen V. Futter President and Trustee
American Museum of Natural History
Central Park West at 79th Street
New York, NY 10024
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William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
9860 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
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William B. Harrison, Jr. Chairman of the Board and Chief Executive Officer
J.P. Morgan Chase & Co.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
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Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
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Lee R. Raymond Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298
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John R. Stafford Chairman of the Board
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
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