UNITED STATES
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|_| Confidential-For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Section 240. 14a-12
Hudson Technologies, Inc.
-------------------------
(Name of Registrant as Specified in Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and
0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined).
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total Fee Paid:
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|_| Fee paid previously with preliminary materials.
________________________________________________________________________________
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
_____________________________________________________________________________
(4) Date filed:
_____________________________________________________________________________
HUDSON TECHNOLOGIES, INC.
275 North Middletown Road
Pearl River, New York 10965
June 3, 2005
Dear Fellow Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
which will be held on Tuesday, June 28, 2005 at 10:00 A.M., local time at the
Holiday Inn Suffern, 3 Executive Blvd., Suffern, New York 10901.
The Notice of Annual Meeting and Proxy Statement which follow describe the
business to be conducted at the meeting.
Whether or not you plan to attend the Annual Meeting in person, it is
important that your shares be represented and voted. After reading the enclosed
Notice of Annual Meeting and Proxy Statement, I urge you to complete, sign, date
and return your proxy card in the envelope provided. If the address on the
accompanying material is incorrect, please inform our Transfer Agent,
Continental Stock Transfer & Trust Company, at 17 Battery Place, New York, New
York 10004, in writing, of the correct address.
Your vote is very important, and we will appreciate a prompt return of
your signed proxy card. We hope to see you at the meeting.
Cordially,
/s/ Kevin J. Zugibe, P.E.
--------------------------------
Kevin J. Zugibe, P.E.
Chairman of the Board, President
and Chief Executive Officer
HUDSON TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 28, 2005
To the Shareholders of HUDSON TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Hudson
Technologies, Inc. (the "Company") will be held on Tuesday, June 28, 2005 at
10:00 A.M., local time, at the Holiday Inn Suffern, 3 Executive Blvd., Suffern,
New York 10901 for the following purposes:
1. To elect a class of three directors who shall serve until the Annual
Meeting of Shareholders to be held in 2007 or until their successors have been
elected and qualified;
2. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on June 2, 2005 are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors
Stephen P. Mandracchia
Secretary
June 3, 2005
________________________________________________________________________________
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING:
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
________________________________________________________________________________
PROXY STATEMENT
HUDSON TECHNOLOGIES, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 28, 2005
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Hudson Technologies, Inc. (the "Company" or
"Hudson") for use at the Annual Meeting of Shareholders (the "Annual Meeting")
to be held on Tuesday, June 28, 2005, and including any adjournment or
adjournments thereof, for the purposes set forth in the accompanying Notice of
Meeting.
Management intends to mail this proxy statement and the accompanying form
of proxy to shareholders on or about June 6, 2005.
Proxies in the accompanying form, duly executed, returned to the
management of the Company and not revoked, will be voted at the Annual Meeting.
Any proxy given pursuant to such solicitation may be revoked by the shareholder
at any time prior to the voting of the proxy by a subsequently dated proxy, by
written notification to the Secretary of the Company, or by personally
withdrawing the proxy at the Annual Meeting and voting in person.
The address and telephone number of the principal executive offices of the
Company are:
275 North Middletown Road
Pearl River, New York 10965
Telephone No.: (845) 735-6000
OUTSTANDING STOCK AND VOTING RIGHTS
Only shareholders of record at the close of business on June 2, 2005 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, there were issued and outstanding 25,517,594 shares of the
Company's common stock, par value $.01 per share ("Common Stock") the only class
of voting securities of the Company. Each share of Common Stock entitles the
holder thereof to one vote on each matter submitted to a vote at the Annual
Meeting.
VOTING PROCEDURES
Directors will be elected by a plurality of the votes cast by the holders
of Common Stock in person or represented by proxy at the Annual Meeting,
provided a quorum is present at the meeting. All other matters to be acted upon
at the meeting, will be decided by the majority of the votes cast by the holders
of the shares of Common Stock present in person or represented by proxy at the
Annual Meeting, provided a quorum is present. A quorum will be
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present at the Annual Meeting if the holders of a majority of the outstanding
shares of Common Stock as of the Record Date are present in person or
represented by proxy. Votes will be counted and certified by one or more
Inspectors of Election who are expected to be employees of Continental Stock
Transfer & Trust Company, the Company's transfer agent.
In accordance with applicable law, abstentions and "broker non-votes"
(i.e., proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owners or other persons entitled to
vote shares as to a matter with respect to which the brokers or nominees do not
have discretionary power to vote) will be treated as present for purposes of
determining the presence of a quorum. Based upon the Company's understanding of
the requirements of the law of the State of New York and the Certificate of
Incorporation and By-laws, as amended (the "By-laws"), of the Company, "votes
cast" at a meeting of shareholders by the holders of shares entitled to vote are
determinative of the outcome of the matter to be voted on. Failures to vote,
broker non-votes and abstentions will not be considered "votes cast."
Proxies will be voted in accordance with the instructions thereon. Unless
otherwise stated, all shares represented by such proxy will be voted as
instructed. Proxies may be revoked as noted above.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's By-laws provide that the Board of Directors (the "Board") is
divided into two classes. Each class is to have a term of two years (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.
The By-laws provide that the number of directors shall be fixed by the Board of
Directors but in any event, shall be no less than seven (7) (subject to decrease
by a resolution adopted by the shareholders).
At the Annual Meeting, a class of three directors will be elected for a
two-year term expiring at the Annual Meeting of Shareholders to be held in 2007.
Messrs. Vincent P. Abbatecola, Robert L. Burr and Otto C. Morch are the nominees
for election to such positions. Dominic J. Monetta, Harry C. Schell, Robert M.
Zech and Kevin J. Zugibe will not stand for election at the Annual Meeting
because their respective terms expire at the Annual Meeting of Shareholders to
be held in 2006.
Proxies will be voted for the nominees named below, unless authority is
withheld. Should any nominee not be available for election, proxies will be
voted for such substitute nominee as may be designated by the Board of
Directors. Each of the nominees has indicated to the Board that he will be
available to serve.
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The following is information with respect to the nominees for election as
directors at the Annual Meeting:
Name Age Position
---- --- --------
Vincent P. Abbatecola 59 Director
Robert L. Burr 54 Director
Otto C. Morch 71 Director
Vincent P. Abbatecola has been a director of the Company since June 1994.
Mr. Abbatecola is the owner and General Manager of Abbey Ice & Spring Water
Company, Spring Valley, New York, a leading ice and bottled water company in the
New York metropolitan area, where he has been employed since May 1971. Mr.
Abbatecola serves as a Chairman of the Board of Mid Atlantic Ice Association, an
industry trade association. He also serves as a Board Member and past Chairman
of the National Packaged Ice Association and Past Chairman of the Food Safety
Committee of the National Packaged Ice Association. Mr. Abbatecola also serves
as Vice Chairman, Board of Governors of the Rockland County Health Center, and
is a member of St. Thomas Aquinas College President's Council, the Rockland
Business Association Board of Directors, Nyack Hospital Corporation and Union
State Bank Chairman's Council.
Robert L. Burr has been a Director of the Company since August 1999. Mr.
Burr has been a Partner of Windcrest Discovery Investments LLC, an investment
management firm from its inception in February 2002 and since October 2001 has a
consulting agreement with J.P. Morgan Partners under which he is the lead
partner of Fleming US Discovery Partners, L.P., a private equity sponsor
affiliated with J.P. Morgan Chase & Co. Fleming US Discovery Partners, L.P. is
the general partner of Fleming US Discovery Fund III, L.P. and Fleming US
Discovery Offshore Fund III, L.P. Mr. Burr was employed by J. P. Morgan Chase &
Co. from July 1995 to October 2001. From 1992 to 1995, Mr. Burr was head of
Private Equity at Kidder, Peabody & Co., Inc. Previously, Mr. Burr served as the
Managing General Partner of Morgan Stanley Ventures and General Partner of
Morgan Stanley Venture Capital Fund I, L.P. and was a corporate lending officer
with Citibank, N.A. Mr. Burr serves on the Board of Directors of Displaytech,
Inc. and Impax Laboratories, Inc.
Otto C. Morch has been a director of the Company since March 1996. Mr.
Morch was Senior Vice President, Commercial Lending, at Provident Savings Bank,
F.A., for more than five years until his retirement in December 1997.
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The following is information with respect to the directors whose terms of
office expire at the Annual Meeting of Shareholders to be held in the year 2006:
Name Age Position
---- --- --------
Dominic J. Monetta 63 Director
Harry C. Schell 71 Director
Robert M. Zech 39 Director
Kevin J. Zugibe 41 Chairman, Chief Executive Officer
Dominic J. Monetta has been a director of the Company since April 1996.
Since 1993, Mr. Monetta has been the President of Resource Alternatives, Inc., a
corporate development firm concentrating on solving management and technological
problems facing chief executive officers and their senior executives. From
December 1991 to August 1993, Mr. Monetta served as the Director of Science and
Technology (formerly known as Director of Defense Research and Engineering for
the Research and Advanced Technology Office) for the United States Department of
Defense. From June 1989 to December 1991, Mr. Monetta served as the Director of
the Office of New Production Reactors of the United States Department of Energy.
Harry C. Schell has been a director of the Company since August 1998. Mr.
Schell has been a private investor since 1994. Mr. Schell served as Chairman,
President and Chief Executive Officer of BICC Cables Corporation, a company
engaged in the manufacture of wires and cable products, from 1990 to January
1994, and was President and Chief Executive Officer of BICC's predecessor
Company, Cablec Corporation, from 1984 to 1990. Mr. Schell was President and
Chief Executive Officer of Phelps Dodge Cable and Wire Company, a company
engaged in the production of wire and cable products, from 1974 to 1984. Mr.
Schell serves on the board of directors of the BICC Group and BICC Cables
Corporation, Phillips Cables Limited, National Electrical Manufacturers
Association and the United Way of Rockland County (New York).
Robert M. Zech has been a Director of the Company since June 1999. Mr.
Zech has been a Partner of Windcrest Discovery Investments LLC, an investment
management firm, from its inception in February 2002 and since July 2003 has a
consulting agreement with J.P. Morgan Partners with respect to Fleming US
Discovery Partners, L.P. From April 1996 to October 2001, Mr. Zech was employed
by J.P. Morgan Chase & Co., where he was a Partner of Fleming US Discovery
Partners, L.P., the general partner of Fleming US Discovery Fund III, L.P. and
Fleming US Discovery Offshore Fund III, L.P. From 1994 to 1996, Mr. Zech was an
Associate with Cramer Rosenthal McGlynn, Inc., an investment management firm.
Previously Mr. Zech served as an Associate with Wolfensohn & Co., a mergers &
acquisitions advisory firm, and was a Financial Analyst at leveraged buyout
sponsor Merrill Lynch Capital Partners, Inc. and in the investment banking
division of Merrill Lynch & Co. Mr. Zech serves on the Board of Directors of
Displaytech, Inc.
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Kevin J. Zugibe, P.E., a founder of the Company, has been Chairman of the
Board and Chief Executive Officer of the Company since its inception in 1991.
From May 1987 to May 1994, Mr. Zugibe was employed as a power engineer with
Orange and Rockland Utilities, Inc., a major public utility, where he was
responsible for all HVAC applications. Mr. Zugibe is a licensed professional
engineer, and from December 1990 to May 1994, he was a member of Kevin J. Zugibe
& Associates, a professional engineering firm. Mr. Zugibe is the brother-in-law
of Stephen P. Mandracchia, the Company's Vice President and Secretary.
Committees of the Board of Directors
The Company has established a Compensation/Stock Option Committee of the
Board of Directors, which is responsible for recommending the compensation of
the Company's executive officers and for the administration of the Company's
Stock Option Plans. The members of such Committee are Messrs. Abbatecola, Burr,
Morch and Zech. The Compensation/Stock Option Committee held three meetings
during Fiscal 2004. Subsequent to July 31, 2005, the compensation of the
Company's executive officers will be determined either by a Compensation/Stock
Option Committee consisting of independent directors, or by the independent
directors. The Company also has an Audit Committee of the Board of Directors,
which supervises the audit and financial procedures of the Company and is
responsible for the selection of the Company's independent registered public
accountants. The members of the Audit Committee are Messrs. Abbatecola, Morch
and Monetta. The Board of Directors has determined that each member of the Audit
Committee and Mr. Schell is an "independent director" within the meaning of
Nasdaq Marketplace Rule 4200. The Audit Committee held four meetings during
Fiscal 2004. The Audit Committee has adopted a written charter, a copy of which
is on file with the Securities and Exchange Commission (the "SEC") as Appendix A
to the Company's definitive proxy statement on Schedule 14A relating to the
Company's 2004 Annual Meeting of Shareholders, which was filed with the SEC on
August 18, 2004. The Company also has an Executive Committee of the Board of
Directors, which is authorized to exercise the powers of the Board of Directors
in the general supervision and control of the business affairs of the Company
during the intervals between meetings of the board. The members of the Executive
Committee are Messrs. Burr, Schell and Zugibe. The Company's Occupational,
Safety and Environmental Protection Committee is responsible for satisfying the
Board that the Company's Environmental, Health and Safety policies, plans and
procedures are adequate. The members of the Occupational, Safety and
Environmental Protection Committee are Messrs. Monetta and Zugibe. The Company
does not have a nominating committee of the Board or other Board committee
performing similar functions and in the past all directors have participated in
the consideration of director nominations. Each of the Company's current
independent directors has expressed their willingness and desire to continue
serving on the Board and have made personal investments in Company stock. The
Company believes that due to the Company's size and financial condition, the
compensation paid to directors, the current independent directors' continued
willingness to continue to serve under such circumstances, and since Nasdaq
Marketplace rules regarding director nominations do not apply to small business
issuers, such as the Company, until July 31, 2005, that it is unnecessary at
this time to create a nominating committee. However, in accordance with Nasdaq
Marketplace rule 4350, board nominations made on or after July 31, 2005 will be
made either by a nominating committee of the Board that
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is comprised solely of the Company's independent directors, or by vote of a
majority of independent directors.
Audit Committee Report
In December 2004, the Audit Committee met with management to review and
discuss the audit and the procedures and timing of the audit. In March 2005, the
Audit Committee met with management to review and discuss the audited financial
statements. The Audit Committee also conducted discussions with the Company's
independent auditors, BDO Seidman, LLP, regarding the matters required by the
Statement on Auditing Standards No. 61. As required by Independence Standards
Board Standard No. 1, "Independence Discussion with Audit Committees," the Audit
Committee has discussed with and received the required written disclosures and
confirming letter from BDO Seidman, LLP regarding its independence and has
discussed with BDO Seidman, LLP its independence. Based upon the review and
discussions referred to above, the Audit Committee ratified its prior
recommendation to the Board of Directors that the audited financial statements
be included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2004.
The Audit Committee-
Vincent Abbatecola, Otto Morch and Dominic Monetta.
Executive Officers
In addition to Kevin J. Zugibe, Messrs., Stephen P. Mandracchia, Brian
Coleman, Charles F. Harkins, Jr. and James R. Buscemi serve as executive
officers of the Company. Executive officers are elected annually and serve at
the pleasure of the Board. The following is information with respect to such
executive officers:
James R. Buscemi, 51, has been Chief Financial Officer of the Company
since December 2002, and served as Corporate Controller since joining the
Company in June 1998. Prior to joining the Company, Mr. Buscemi held various
financial positions with Avnet, Inc., including Chief Financial Officer of
Avnet's electric motors and component part subsidiary, Brownell Electro, Inc.
Brian F. Coleman, 43, has been President and Chief Operating Officer of
the Company since August 21, 2001 and served as Chief Financial Officer of the
Company from May 1997 to December 2002. From June 1987 to May 1997, Mr. Coleman
was employed by, and since July 1995, was a partner of, BDO Seidman, LLP, the
Company's independent auditors.
Charles F. Harkins, Jr., 42, has been Vice President of Sales and
Operations since December 2003. He served as Vice President of Refrigerant
Product Services from October 2000 to December 2003, and has served in a variety
of capacities since joining the Company in 1992. Prior to joining the Company,
Mr. Harkins served in the U.S. Army for 13 years attaining
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the rank of Staff Sergeant; he is a graduate of the U.S. Army Engineer School
and the U.S. Army Chemical School.
Stephen P. Mandracchia, 45, has been Vice President of the Company since
August 2003, and has been Secretary of the Company since April 1995. He served
as Vice President of the Company since 1993, as Executive Vice President from
1997 to March 2002, and Vice President of Operation from November 2000 to August
2003. Mr. Mandracchia is responsible for legal and regulatory affairs and human
resources for the Company. Mr. Mandracchia was a member of the law firm of
Martin, Vandewalle, Donohue, Mandracchia & McGahan, a Great Neck, New York law
firm until December 31, 1995 (having been affiliated with such firm since August
1983). Mr. Mandracchia is the brother-in-law of Kevin J. Zugibe.
COMMUNICATIONS WITH THE BOARD
The Board of Directors has established a process for shareholders to send
communications to the Board of Directors. Shareholders may communicate with the
Board of Directors individually or as a group by writing to: The Board of
Directors of Hudson Technologies, Inc. c/o Corporate Secretary, 275 North
Middletown Road, Pearl River, NY 10965. Shareholders should identify their
communication as being from a shareholder of the Company. The Corporate
Secretary may require reasonable evidence that the communication or other
submission is made by a shareholder of the Company before transmitting the
communication to the Board of Directors.
BOARD ATTENDANCE AT ANNUAL SHAREHOLDER MEETINGS
The Company has a policy that strongly encourages directors to attend the
Company's Annual Meeting of Shareholders. Last year's Annual Meeting of
Shareholders was attended by six of the Company's directors.
CONSIDERATION OF DIRECTOR NOMINEES
Shareholders of the Company wishing to recommend director candidates to
the Board must submit their recommendations in writing to the Board, c/o
Corporate Secretary, Hudson Technologies, Inc., 275 North Middletown Road, Pearl
River, NY 10965.
The Board will consider nominees recommended by the Company's shareholders
provided that the recommendation contains sufficient information for the Board
to assess the suitability of the candidate, including the candidate's
qualifications. Candidates recommended by shareholders that comply with these
procedures will receive the same consideration that candidates recommended by
the Board receive. The recommendations must also state the name of the
shareholder who is submitting the recommendation. In addition, it must include
information regarding the recommended candidate relevant to a determination of
whether the recommended candidate would be barred from being considered
independent under NASD Marketplace Rule 4200, or, alternatively, a statement
that the recommended candidate would not be so barred. Each nomination is also
required to set forth: (i) a representation that the shareholder making the
nomination is a holder of record of capital stock of the Company entitled
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to vote at such meeting and intends to appear in person or by proxy at the
meeting to vote for the person or persons nominated; (ii) a description of all
arrangements and understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination was made by the shareholder; (iii) such other information regarding
each nominee proposed by such shareholder as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the SEC had the nominee
been nominated by the Board of Directors; and (iv) the consent of each nominee
to serve as a director of the Company if so elected. A nomination which does not
comply with the above requirements or that is not received by the deadline
referred to below will not be considered.
The qualities and skills sought in prospective members of the Board are
determined by the Board. The Board generally requires that director candidates
be qualified individuals who, if added to the Board, would provide the mix of
director characteristics, experience, perspectives and skills appropriate for
the Company. Criteria for selection of candidates will include, but not be
limited to: (i) business and financial acumen, as determined by the Board in its
discretion, (ii) qualities reflecting a proven record of accomplishment and
ability to work with others, (iii) knowledge of the Company's industry, (iv)
relevant experience and knowledge of corporate governance practices, and (v)
expertise in an area relevant to the Company. Such persons should not have
commitments that would conflict with the time commitments of a Director of the
Company.
DEADLINE AND PROCEDURES FOR SUBMITTING BOARD NOMINATIONS
A shareholder wishing to nominate a candidate for election to the Board at
the Annual Meeting of Shareholders to be held in 2006 is required to give
written notice containing the required information specified above addressed to
the Board, c/o Secretary of the Company, Hudson Technologies, Inc., 275 North
Middletown Road, Pearl River, NY 10965 of his or her intention to make such a
nomination. The notice of nomination and other required information must be
received by the Company's Secretary no later than the latest date upon which
shareholder proposals must be submitted to the Company for inclusion in the
Company's proxy statement relating to such meeting pursuant to Rule 14a-8 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (i.e., by
February 3, 2006), or other applicable rules or regulations under the federal
securities laws or, if no such rules apply, at least 90 days prior to the date
one year from the date of the immediately preceding Annual Meeting of
Shareholders.
With respect to the deadlines discussed above, if the date of the Annual
Meeting of Shareholders to be held in 2006 is advanced by more than thirty days
or delayed (other than as a result of adjournment) by more than thirty days from
the anniversary of the Annual Meeting held in 2005, a shareholder must submit
any such proposal to the Company no later than the close of business on the
sixtieth day prior to the date of the 2006 Annual Meeting.
Section 16(a) Compliance
Section 16(a) of the Exchange Act requires the Company's officers and
directors and persons who own more than 10% of a registered class of the
Company's equity securities to
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file reports of ownership and changes in ownership ("Reporting Persons") with
the Securities and Exchange Commission (the "SEC"). Reporting Persons are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on the Company's review of the copies of such forms received
by the Company, the Company believes that during the year ended December 31,
2004 all filing requirements applicable to its officers, directors, and greater
than 10 percent beneficial shareholders were complied with.
EXECUTIVE COMPENSATION
The following table discloses, for the years indicated, the compensation
for the Company's Chief Executive Officer and each executive officer that earned
over $100,000 during the year ended December 31, 2004 (the "Named Executives").
Summary Compensation Table
Long Term
Compensation
Annual Compensation (1) Awards
--------------------------------- Securities Underlying
Name Position Year Salary Bonus Options #
---- -------- ---- ------ ----- ---------
Kevin J. Zugibe (2) Chairman of the Board 2004 $146,230 $62,750(3) 331,250 shares
and Chief Executive 2003 $145,136 -- 123,000 shares
Officer 2002 $ 97,471 -- 45,000 shares
Brian F. Coleman President and Chief 2004 $138,799 $48,000(3) 118,750 shares
Operating Officer 2003 $138,799 -- 79,500 shares
2002 $138,799 -- --
James R. Buscemi Chief Financial Officer 2004 $108,800 $18,450(3) 46,875 shares
2003 $108,593 -- 15,000 shares
2002 $ 96,304 -- 10,000 shares
Charles F. Harkins, Jr. Vice President Sales 2004 $136,800 $53,450(3) 57,813 shares
2003 $133,031 $10,000 85,000 shares
2002 $110,079 $29,976 --
Stephen P. Mandracchia Vice President Legal and 2004 $123,800 $33,450(3) 61,875 shares
Regulatory and Secretary 2003 $123,800 -- 60,000 shares
2002 $123,800 -- --
----------
(1) The value of personal benefits furnished to the Named Executives during
2002, 2003 and 2004 did not exceed 10% of their respective annual
compensation.
(2) A certain portion of Mr. Zugibe's compensation has been paid in stock
option awards rather than cash. As a result, options to purchase 15,000
and 45,000 shares of common stock for the years ended December 31, 2003
and 2002 respectively, were issued in lieu of cash compensation.
(3) Bonus was earned in 2004 and was paid during the first and second quarters
of 2005.
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Summary of Stock Options Granted to Named Executive Officers
The Company granted options, which, except as otherwise set forth below, vest
upon the date of grant, to the Named Executives during the fiscal year ended
December 31, 2004, as shown in the following table:
Option Grants in the 2004 Fiscal Year
-------------------------------------
% of Total
Number of Options
Securities Granted to
Underlying Employees in
Options Fiscal Exercise or Expiration
Name Position Granted Year Base price($/sh) Date
---- -------- ------- ---- ---------------- ----
Kevin J. Zugibe Chairman of the Board 100,000 (1) 12.3% $1.13 03/05/2014
and Chief Executive 18,750 (2) 2.3% $1.15 03/31/2014
Officer 175,000 21.6% $1.15 03/31/2014
18,750 (3) 2.3% $0.83 09/17/2014
18,750 (4) 2.3% $0.95 10/01/2014
Brian F. Coleman President and Chief 75,000 (1) 9.3% $1.13 03/05/2014
Operating Officer 12,500 (2) 1.5% $1.15 03/31/2014
6,250 0.8% $1.15 03/31/2014
12,500 (3) 1.5% $0.83 09/17/2014
12,500 (4) 1.5% $0.95 10/01/2014
James R. Buscemi Chief Financial Officer 25,000 (1) 3.1% $1.13 03/05/2014
6,250 (2) 0.8% $1.15 03/31/2014
3,125 0.4% $1.15 03/31/2014
6,250 (3) 0.8% $0.83 09/17/2014
6,250 (4) 0.8% $0.95 10/01/2014
Charles F. Harkins, Jr. Vice President Sales 25,000 (1) 3.1% $1.13 03/05/2014
9,375 (2) 1.2% $1.15 03/31/2014
4,688 0.6% $1.15 03/31/2014
9,375 (3) 1.2% $0.83 09/17/2014
9,375 (4) 1.2% $0.95 10/01/2014
Stephen P. Mandracchia Vice President Legal and 40,000 (1) 4.9% $1.13 03/05/2014
Regulatory and Secretary 6,250 (2) 0.8% $1.15 03/31/2014
3,125 0.4% $1.15 03/31/2014
6,250 (3) 0.8% $0.83 09/17/2014
6,250 (4) 0.8% $0.95 10/01/2014
----------
(1) The underlying options vest quarterly commencing April 1, 2004.
(2) The underlying options vest quarterly commencing July 1, 2004.
(3) The underlying options vest quarterly commencing October 1, 2004.
(4) The underlying options vest quarterly commencing January 1, 2005.
-10-
Aggregated Fiscal Year End Option Values
The following table sets forth information concerning the value of
unexercised stock options held by the Named Executives at December 31, 2004. No
options were exercised by the Named Executives during the fiscal year ended
December 31, 2004.
Aggregated 2004 Fiscal Year End Option Values
Number of Securities
Underlying Value of Unexercised
Unexercised Options In-the-money Options
Shares At December 31, 2004 At December 31, 2004(1)
Acquired on -------------------- -----------------------
Name Exercise Value Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------------- ----------- ------------- ----------- -------------
Kevin J. Zugibe
Chairman and 110,500 $6,780 600,311 98,439 $4,689 $14,061
Chief Executive Officer
Brian F. Coleman
President and Chief -- -- 265,438 70,312 $3,124 $9,376
Operating Officer
James R. Buscemi -- -- 51,433 28,442 $1,560 $4,690
Chief Financial Officer
Charles F. Harkins, Jr. -- -- 176,714 36,099 $2,342 $7,033
Vice President Sales
Stephen P. Mandracchia
Vice President Legal and -- -- 176,605 36,570 $1,560 $4,690
Regulatory And Secretary
----------
(1) Year-end values of unexercised in-the-money options represent the positive
spread between the exercise price of such options and the year-end market value
of the Common Stock of $.90.
Employment Agreement
The Company has entered into a two-year employment agreement with
Kevin J. Zugibe, which expires in May 2007 and is automatically renewable for
two successive terms. Pursuant to the agreement, effective February 1, 2000, Mr.
Zugibe is receiving an annual base salary of $141,000 with such increases and
bonuses as the Board may determine. During 2002, the Board of Directors and Mr.
Zugibe agreed, at Mr. Zugibe's option, to reduce the cash compensation and
issued, during 2002 and 2003, and aggregate of 60,000 additional stock options
to Mr. Zugibe in satisfaction of his annual base salary. Effective April 1,
2005, Mr. Zugibe's annual base salary is $170,000. The Company is the
beneficiary of a "key-man" insurance policy on the life of Mr. Zugibe in the
amount of $1,000,000.
-11-
In December 2004, the Board of Directors approved a bonus plan (the
"2005 Bonus Plan") that provides for the award of the following:
1. The Company will issue stock options under one of the Company's
existing stock option plans to purchase: (i) 75,000 shares of its
common stock to Kevin J. Zugibe, (ii) 50,000 shares of its common
stock to Brian F. Coleman, (iii) 37,500 shares of its common stock
to Charles F. Harkins, (iv) 25,000 shares of its common stock to
Stephen P. Mandracchia, and (v) 25,000 shares of its common stock to
James R. Buscemi. All such stock options will be issued quarterly in
four equal installments, with the first quarterly installment to be
issued on April 1, 2005 and the final installment to be issued on
January 2, 2006. Such stock options will be issued at an exercise
price equal to the closing sale price of the Company's common stock
on the issuance date for each installment, and each installment will
vest in eight equal quarterly installments over a two year period
with each installment vesting on the first day of the succeeding
quarter (e.g., Options issued on April 1, 2005 will vest quarterly
commencing July 1, 2005), and will expire ten (10) years from the
date of issuance, subject to earlier termination in certain
circumstances.
2. The Company will establish at the end of fiscal year 2005 a bonus
pool for the payment of cash bonuses to some or all of the following
persons: Kevin J. Zugibe, Brian F. Coleman, Charles F. Harkins,
Stephen P. Mandracchia and James R. Buscemi (collectively, the
"Executive Officers"), as well as to several other key employees of
the Company. The amount of the bonus pool to be established has not
been determined, but will be based upon the Company achieving
earnings for the fiscal year 2005 in excess of a pre-determined
level for fiscal 2005 (the "Benchmark"), up to a maximum bonus pool
of $250,000. In the event the Company's 2005 earnings exceed the
Benchmark, cash bonuses may be paid out of the bonus pool to some or
all of the Executive Officers. The Board of Directors will determine
which, if any, of the Executive Officers are to receive a cash
bonus, as well as the amount of the cash bonus to be paid to each
such Executive Officer, which determination will be made, in the
discretion of the Board of Directors, based upon the overall 2005
financial results of the Company as well as on the personal
performance of each Executive Officer during 2005.
In addition to the foregoing, in the event the Company's 2005
earnings exceed the Benchmark, on January 2, 2006 the Company will issue stock
options (the "Benchmark Options") to some or all of the Executive Officers. The
Board of Directors will determine which, if any, of the Executive Officers are
to receive Benchmark Options, as well as the number of Benchmark Options to be
issued to each such Executive Officer, which determination will be made, in the
discretion of the Board of Directors, based upon the overall 2005 financial
results of the Company as well as on the personal performance of each Executive
Officer during 2005. The maximum number of Benchmark Options to be issued under
the Company's Stock Option Plans will be for the purchase of: (i) 75,000 shares
of its common stock to Kevin J. Zugibe, (ii) 50,000 shares of its common stock
to Brian F. Coleman, (iii) 37,500 shares of its common stock to Charles F.
Harkins, (iv) 25,000 shares of its common stock to Stephen P. Mandracchia, and
(v) 25,000 shares of its common stock to James R. Buscemi. All such Benchmark
Options will be issued at an exercise price equal to the closing sale price of
the Company's common stock on
-12-
the issuance date, and will vest in eight equal quarterly installments over a
two year period with the first installment vesting on April 3, 2006 and expire
on January 2, 2016, subject to earlier termination in certain circumstances.
Stock Option Plans
Hudson has adopted each of an Employee Stock Option Plan (the "1994
Plan"), the 1997 Stock Option Plan (the "1997 Plan"), and the 2004 Stock
Incentive Plan (the "2004 Plan") pursuant to which an aggregate of 4,916,102
shares of common stock are currently reserved for issuance upon the exercise of
options designated as either (i) options intended to constitute incentive stock
options ("ISOs") under the Internal Revenue Code of 1986, as amended, (ii)
nonqualified options or (iii), in the case of the 2004 Plan, for issuance upon
the granting of restricted stock, deferred stock or other stock-based awards.
ISOs may be granted under either of the 1994 Plan, 1997 Plan or 2004 Plan to
employees and officers of Hudson. Non-qualified options may be granted to
consultants, directors (whether or not they are employees), employees or
officers of Hudson. Stock appreciation rights may also be issued in tandem with
stock options.
Each of the 1994 Plan, the 1997 Plan and the 2004 Plan is intended to
qualify under Rule 16b-3 under the Exchange Act and is administered by the
Compensation/Stock Option Committee of the Board of Directors. The Committee,
within the limitations of each of the 1994 Plan, the 1997 Plan and the 2004
Plan, determines the persons to whom awards, including options, will be granted,
the number of shares to be covered by each award, and if the award is options,
whether the options granted are intended to be ISOs, the duration and rate of
exercise of each option, the exercise price per share and the manner of exercise
and the time, manner and form of payment upon exercise of an option. The 1994
Plan expired December 31, 2004. Unless sooner terminated, the 1997 Plan will
expire on June 11, 2007, and the 2004 Plan will expire on September 10, 2015.
ISOs granted under either of the 1997 Plan or 2004 Plan may not be granted
at a price less than the fair market value of the common stock on the date of
grant (or 110% of fair market value in the case of persons holding 10% or more
of the voting stock of Hudson). The aggregate fair market value of shares for
which ISOs granted to any employee are exercisable for the first time by such
employee during any calendar year (under all stock option plans of Hudson) may
not exceed $100,000. Non-qualified options granted under the 1997 Plan may not
be granted at a price less than the par value of Hudson's common stock, and
non-qualified options under the 2004 Plan may not be granted at a price less
than the fair market value of the common stock on the date of grant. Options
granted under the 1994 Plan, 1997 Plan and the 2004 Plan will expire not more
than ten years from the date of grant (five years in the case of ISOs granted to
persons holding 10% or more of the voting stock of Hudson). Except as otherwise
provided by the committee with respect to non-qualified options, all options
granted under the 1994 Plan, the 1997 Plan and the 2004 Plan are not
transferable during an optionee's lifetime but are transferable at death by will
or by the laws of descent and distribution. In general, upon termination of
employment of an optionee, all options granted to such person which are not
exercisable on the date of such termination immediately terminate, and any
options that are exercisable terminate 90 days following termination of
employment.
-13-
As of December 31, 2004, the Company had options outstanding to purchase
536,202 shares of Common Stock under the 1994 Plan. As of December 31, 2004, the
Company had options outstanding to purchase 1,750,688 shares of Common Stock
under the 1997 Plan and 129,312 shares reserved under the 1997 Plan. As of
December 31, 2004, the Company has not made any awards under the 2004 Plan.
Compensation of Directors
Non-employee directors receive an annual fee of $4,000 and receive
reimbursement for out-of-pocket expenses incurred for attendance at meetings of
the Board of Directors and Board committee meetings. In addition non-employee
directors receive 10,000 nonqualified stock options per year of service under
the Company's Stock Option Plans.
In addition to the standard annual director's remuneration, Mr.
Schell receives $2,500 and 10,000 stock options for serving as a director and a
consultant to the Company. The additional stock options are issued with an
exercise price equal to that of the other directors' option grants.
In 2004, the Company granted to Harry C. Schell nonqualified options
to purchase 30,000 shares of Common Stock at exercise prices ranging from $.95
to $1.13 per share. In addition, in 2004, the Company granted to each of Dominic
J. Monetta, Otto C. Morch and Vincent P. Abbatecola, nonqualified options to
purchase 15,000 shares of Common Stock at exercise prices ranging from $.95 to
$1.13 per share. In connection with the appointment of two of their nominees as
members of the Board of Directors, in 2004 the Company granted to Fleming US
Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund III, L.P.
nonqualified options to purchase 8,618 and 1,382 shares of Common Stock at an
exercise price of $1.13 per share. All such options are vested and fully
exercisable at December 31, 2004.
-14-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the Record Date based on
information obtained from the persons named below, with respect to the
beneficial ownership of Hudson's common stock by (i) each person known by Hudson
to be the beneficial owner of more than 5% of Hudson's outstanding common stock,
(ii) the Named Executives, (iii) each director of Hudson, and (iv) all directors
and executive officers of Hudson as a group:
Amount and
Nature of Percentage of
Beneficial Common Shares
Name and Address of Beneficial Owner (1) Ownership (2) Owned
---------------------------------------- ------------- --------------
Kevin J. Zugibe 986,036 (3) 3.8%
Brian F. Coleman 320,195 (4) 1.2%
James R. Buscemi 71,680 (5) *
Charles F. Harkins, Jr. 198,912 (6) *
Stephen P. Mandracchia 537,012 (7) 2.1%
Vincent P. Abbatecola 49,409 (8) *
Robert L. Burr -- (10) *
Dominic J. Monetta 66,136 (8) *
Otto C. Morch 35,009 (9) *
Harry C. Schell 110,000 (11) *
Robert M. Zech 5,000 (12) *
Flemings Funds 19,290,242 (13) 75.1%
All directors and executive officers as a group 2,379,389 (14) 8.8%
(11 persons)
* = Less than 1%
----------
(1) Unless otherwise indicated, the address of each of the persons listed above
is the address of the Company, 275 North Middletown Road, Pearl River, New York
10965.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from Record Date. Each beneficial owner's
percentage ownership is determined by assuming that options and warrants that
are held by such person (but not held by any other person) and which are
exercisable within 60 days from Record Date have been exercised. Unless
otherwise noted, the Company believes that all persons named in the table have
sole voting and investment power with respect to all shares of Common Stock
beneficially owned by them.
(3) Includes (i) 245,000 shares which may be purchased at $2.375 per share; (ii)
65,000 shares which may be purchased at $2.551 per share; (iii) 15,000 shares
which may be purchased at $2.50 per share; (iv) 15,000 shares which may be
purchased at $1.90 per share; (v) 15,000 shares which may be purchased at $1.40
per share; (vi) 25,000 shares which may be purchased at $1.14 per share; (vii)
50,000 shares which may be purchased at $1.13 per share; (viii) 184,372 shares
which may be purchased at $1.15 per share; (ix) 7,032 shares which may be
purchased at $.83 per share; (x) 4,686 shares which may be purchased at $.95 per
share; and (xi) 11,718 shares which may be purchased at $1.02 per share shares
under immediately exercisable options.
-15-
(4) Includes (i) 37,500 shares which may be purchased at $2.375 per share; (ii)
100,000 shares which may be purchased at $2.551 per share; (iii) 79,500 shares
which may be purchased at $1.14 per share; (iv) 46,875 shares which may be
purchased at $1.13 per share; (v) 12,498 shares which may be purchased at $1.15
per share; (vi) 4,686 shares which may be purchased at $.83 per share; (vii)
3,124 shares which may be purchased at $.95 per share; and (viii) 7,812 shares
which may be purchased at $1.02 per share under immediately exercisable options.
Also includes 1,926 Common Stock purchase warrants with an exercise price of
$.87 per share.
(5) Includes (i) 8,000 shares which may be purchased at $2.375 per share; (ii)
10,000 shares which may be purchased at $1.30 per share; (iii) 15,000 shares
which may be purchased at $1.14 per share; (iv) 15,625 shares which may be
purchased at $1.13 per share; (v) 6,249 shares which may be purchased at $1.15
per share; (vi) 2,340 shares which may be purchased at $.83 per share; (vii)
1,560 shares which may be purchased at $.95 per share; and (viii) 3,906 shares
which may be purchased at $1.02 per share under immediately exercisable options.
(6) Includes (i) 55,000 shares which may be purchased at $2.375 per share; (ii)
5,000 shares which may be purchased at $2.53 per share; (iii) 10,000 shares
which may be purchased at $2.55 per share; (iv) 50,000 shares which may be
purchased at $1.10 per share (v) 35,000 shares which may be purchased at $1.14;
(vi) 15,625 shares which may be purchased at $1.13 per share; (vii) 9,372 shares
which may be purchased at $1.15 per share; (viii) 3,513 shares which may be
purchased at $.83 per share; (ix) 2,342 shares which may be purchased at $.95
per share; and (x) 5,860 shares which may be purchased at $1.02 per share under
immediately exercisable options.
(7) Includes (i) 76,300 shares which may be purchased at $2.375 per share; (ii)
15,000 shares which may be purchased at $2.551 per share; (iii) 60,000 shares
which may be purchased at $1.14 per share (iv) 25,000 shares which may be
purchased at $1.13 per share; (v) 6,145 shares which may be purchased at $1.15
per share; (vi) 2,340 shares which may be purchased at $.83 per share; (vii)
1,560 shares which may be purchased at $.95 per share; and (viii) 3,906 shares
which may be purchased at $1.02 per share under immediately exercisable options.
Also includes 6,420 Common Stock purchase warrants with an exercise price of
$.89 per share.
(8) Includes (i) 5,000 shares which may be purchased at $2.78 per share; (ii)
5,000 shares which may be purchased at $3.08 per share; (iii) 5,000 shares which
may be purchased at $1.13 per share; and (iv) 10,000 shares which may be
purchased at $1.00 per share under immediately exercisable options.
(9) Includes (i) 5,000 shares which may be purchased at $2.78 per share; (ii)
5,000 shares which may be purchased at $3.08 per share; (iii) 5,000 shares which
may be purchased at $.85 per share; (iv) 5,000 shares which may be purchased at
$1.13 per share; and (v) 10,000 shares which may be purchased at $.95 per share
under immediately exercisable options.
(10) Mr. Burr's share ownership excludes all shares of Common Stock beneficially
owned by the Flemings Funds (as defined in footnote 13 below).
-16-
(11) Includes (i) 10,000 shares which may be purchased at $2.78 per share; (ii)
10,000 shares which may be purchased at $3.08 per share; (iii) 10,000 shares
which may be purchased at $.85 per share; (iv) 10,000 shares which may be
purchased at $1.13 per share and (v) 20,000 shares which may be purchased at
$.95 per share under immediately exercisable options.
(12) Includes 5,000 shares which may be purchased at $.85 per share under
immediately exercisable options. Mr. Zech's share ownership excludes all shares
of Common Stock beneficially owned by the Flemings Funds.
(13) Fleming US Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund
III, L.P., and their general partner, Fleming US Discovery Partners, L.P. and
its general partner, Fleming US Discovery Partners LLC, collectively referred to
as ("Flemings Funds") are affiliates. Includes (i) 10,000 shares which may be
purchased at $2.78 per share; (ii) 10,000 shares which may be purchased at $3.08
per share; (iii) 5,000 shares which may be purchased at $.85 per share and (iv)
10,000 shares which may be purchased at $1.13 per share under immediately
exercisable options. Also includes 51,358 Common Stock purchase warrants with an
exercise price of $.87 per share, and 66,435 Common Stock purchase warrants with
an exercise price of $1.21 per share. Flemings Funds address is c/o JP Morgan
Chase & Co., 1221 Avenue of the Americas, 39th Floor, New York, New York 10020,
except for Fleming US Discovery Offshore Fund III, L.P. whose address is c/o
Bank of Bermuda LTD., 6 Front Street, Hamilton HM11 Bermuda.
(14) Includes exercisable options to purchase 1,519,546 shares of Common Stock,
and Common Stock purchase warrants to purchase 8,346 shares of Common Stock,
owned by the directors and officers as a group. Excludes 19,290,242 shares
beneficially owned by the Flemings Funds.
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
BDO Seidman, LLP has audited and reported upon the consolidated financial
statements of the Company for Fiscal 2004 and has been selected by the Audit
Committee of the Board of Directors to examine and report upon the financial
statements of the Company for the fiscal year ending December 31, 2005. A
representative of BDO Seidman, LLP is expected to be present at the Annual
Meeting with the opportunity to make a statement if he or she desires to do so
and is expected to be available to respond to appropriate questions.
In addition to retaining BDO Seidman, LLP to audit the Company's financial
statements, the Company has engaged BDO Seidman, LLP from time to time to
perform other services. The following sets forth the aggregate fees billed by
BDO Seidman, LLP to the Company in connection with services rendered during the
fiscal years ended December 31, 2003 and Fiscal 2004.
Audit Fees. The aggregate fees billed by BDO Seidman, LLP for professional
services rendered for the audit of the Company's annual financial statements for
the years ended December 31, 2004 and 2003, the review of the financial
statements included in the Company's
-17-
Forms 10-QSB and consents issued in connection with the Company's filings on
Form SB-2 for 2004 and 2003 totaled $103,000 and $142,000, respectively.
Audit-Related Fees. The aggregate fees billed by BDO Seidman, LLP for
assurance and related services that are reasonably related to the performance of
the audit or review of the Company's financial statements, for the years ended
December 31, 2004 and 2003, and are not disclosed in the paragraph captions
"Audit Fees" above, were none and none, respectively.
Tax Fees. The aggregate fees billed by BDO Seidman, LLP for professional
services rendered for tax compliance, for the years ended December 31, 2004 and
2003, were none and none, respectively. The aggregate fees billed by BDO
Seidman, LLP for professional services rendered for tax advice and tax planning,
for the years ended December 31, 2004 and 2002, were none and none,
respectively.
All Other Fees. The aggregate fees billed by BDO Seidman, LLP for products
and services, other than the services described in the paragraphs captions
"Audit Fees", "Audit-Related Fees", and "Tax Fees" above for the years ended
December 31, 2004 and 2003, were none and none, respectively.
The Audit Committee has established its pre-approval policies and
procedures, pursuant to which the Audit Committee approved the foregoing audit
services provided by BDO Seidman, LLP in 2004. Consistent with the Audit
Committee's responsibility for engaging the Company's independent auditors, all
audit and permitted non-audit services require pre-approval by the Audit
Committee. The full Audit Committee approves proposed services and fee estimates
for these services. The Audit Committee chairperson or their designee has been
designated by the Audit Committee to approve any services arising during the
year that were not pre-approved by the Audit Committee. Services approved by the
Audit Committee chairperson are communicated to the full Audit Committee at its
next regular meeting and the Audit Committee reviews services and fees for the
fiscal year at each such meeting. Pursuant to these procedures, the Audit
Committee approved the foregoing audit services provided by BDO Seidman, LLP.
SHAREHOLDER PROPOSALS
Shareholders who wish to present proposals appropriate for consideration
at the next Annual Meeting of Shareholders must submit the proposal in proper
form, and in satisfaction of the conditions established by the Securities and
Exchange Commission, to the Company at its address set forth on the first page
of this proxy statement not later than February 3, 2006 to be considered for
inclusion in the Company's proxy statement and form of proxy relating to such
annual meeting. Any such proposals, as well as any questions related thereto,
should be directed to the Secretary of the Company.
After the February 3, 2006 deadline, a shareholder may present a proposal
at the Company's next Annual Meeting if it is submitted to the Company's
Secretary at the address set forth above no later than April 22, 2006. If timely
submitted, the shareholder may present the
-18-
proposal at the next Annual Meeting but the Company is not obligated to include
the proposal in its proxy statement.
OTHER INFORMATION
Proxies for the Annual Meeting will be solicited by mail and through
brokerage institutions and all expenses involved, including printing and
postage, will be paid by the Company.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 2004 IS BEING FURNISHED HEREWITH TO EACH SHAREHOLDER OF RECORD AS
OF THE CLOSE OF BUSINESS ON THE RECORD DATE.
COPIES OF EXHIBITS TO SUCH ANNUAL REPORT ON FORM 10-KSB WILL BE PROVIDED
FOR A NOMINAL CHARGE TO SHAREHOLDERS WHO MAKE A WRITTEN REQUEST TO THE COMPANY
AT THE FOLLOWING ADDRESS:
HUDSON TECHNOLOGIES, INC.
275 NORTH MIDDLETOWN ROAD
PEARL RIVER, NEW YORK 10965
ATTENTION: Stephen P. Mandracchia, Secretary
The Board is not aware of any other matters, except for those incident to
the conduct of the Annual Meeting, that are to be presented to shareholders for
formal action at the Annual Meeting. If, however, any other matters properly
come before the Annual Meeting or any adjournments thereof, it is the intention
of the persons named in the proxy included herewith to vote such proxy in
accordance with their judgment.
By order of the Board
of Directors
/s/ Kevin J. Zugibe
Kevin J. Zugibe, P.E.
Chairman of the Board
June 3, 2005
-19-
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
--------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS
Please mark
GIVEN BELOW. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL your votes
BE VOTED FOR THOSE NOMINEES AND THE PROPOSALS LISTED BELOW. like this
[X]
1. Election of directors: FOR all nominees, WITHHOLD AUTHORITY
listed to to vote for
Vincent P. Abbatecola the left (except all nominees
Robert L. Burr as marked to listed to
Otto C. Morch the contrary below). the left.
[_] [_]
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write
that nominee's name in the space below.)
________________________________________________________________________________
2. In their discretion, the Proxies are authorized to vote upon
such other
business as may properly come before the meeting.
Please sign exactly as name appears hereon. When shares are
held by joint
tenants, both should sign. When signing as attorney, executor,
administrator,
trustee or guardian, please give full title as such. If a
corporation, please
sign in full corporate name by President or other authorized
officer. If a
partnership, please sign in partnership name by authorized person.
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
Signature______________________Signature______________________Date:_______,
2005
Please mark, sign, date and return this proxy card promptly using
the enclosed
envelope.
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
--------------------------------------------------------------------------------
HUDSON TECHNOLOGIES, INC.
275 North Middletown Road
Pearl River, New York 10965
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 28, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints KEVIN J. ZUGIBE and
STEPHEN P.
MANDRACCHIA, and each of them, Proxies, with full power of
substitution in each
of them, in the name, place and stead of the undersigned, to vote at
the Annual
Meeting of Shareholders of Hudson Technologies, Inc. (the "Company")
on Tuesday,
June 28, 2005, at the Holiday Inn Suffern, 3 Executive Blvd.,
Suffern, New York
10901 or at any adjournment or adjournments thereof, according to
the number of
votes that the undersigned would be entitled to vote if personally
present, upon
the following matters:
(Continued and to be signed on reverse side)