UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 4, 2006
FUEL-TECH N.V.
(Exact name of registrant as specified in its charter)
NETHERLANDS ANTILLES 000-2174 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
FUEL-TECH N.V. FUEL TECH, INC.
(Registrant) (U.S. Operating Subsidiary)
CASTORWEG 22-24 695 E. MAIN STREET
CURACAO, NETHERLANDS ANTILLES STAMFORD CT 06901
(599) 9-461-3754 (203) 425-9830
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISION:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT.
On August 4, 2006 Fuel Tech, Inc. , a wholly-owned subsidiary of the
Registrant, entered into a Loan Agreement (the "Agreement") and a Revolving
Credit Note (the "Note") with Wachovia Bank National Association establishing an
unsecured $25 million maximum principal amount revolving credit facility for
Fuel Tech, Inc, as Borrower. The Agreement and Note are dated as of July 31,
2006 and terminate July 31, 2009.
Under the Agreement, the interest rate on revolving credit loans is, as
selected by the Borrower, either a Variable Rate or a LIBOR-Based Rate. The
Variable Rate is, for any day, the London one-month rate for U.S. dollar
deposits plus seventy-five basis points. The LIBOR-Based Rate is the rate, as
selected by the Borrower, of from one to six month LIBOR plus seventy five basis
points. The Facility Fee for unused amounts of the credit facility is twenty
basis points, paid quarterly in arrears. Letters of credit in amounts
aggregating up to $10 million may be issued as loans under the credit facility.
The annual fee for letters of credit is seventy-five basis points of amounts
drawn under letters of credit.
Under the Loan Agreement, Fuel Tech, Inc. covenants that its aggregate
capital expenditures in any fiscal year shall not exceed $7.5 million; that at
any time the aggregate amount of consolidations, mergers or similar transactions
shall not exceed $10 million; that it shall not at any time acquire any assets
or capital stock of any Person for an amount in excess of $10 million; that as
of the end of any fiscal quarter combined with the three preceding fiscal
quarters, its Fixed Charge Coverage shall not be less than 1.25 to 1.00 and its
ratio of funded debt to EBITDA shall not exceed 2.5 to 1.0; that, it may not
sell, transfer, lease or otherwise dispose of its assets or any significant
product line or process except for 1) the sale of inventory or used, worn out or
surplus equipment or other assets, in the ordinary course of business or as
permitted in the Loan Documents; 2) sales of equipment, if the equipment is
replaced with equipment of similar value and quality; 3) the sale, lease or
abandonment of intellectual property if the Borrower no longer deems it
necessary to its business, or 4) sales at arm's length and for fair market value
in the ordinary course of business for one million dollars or less; that it
shall not incur more than $5 million in Indebtedness for Capital Lease
Obligations or for the installment purchase of equipment, provided that the
Indebtedness does not exceed 100% of the purchase price of such equipment; and
that it shall not incur Additional Indebtedness of more than $1 million.
Except for an obligation that may require prepayment of a LIBOR-Based
Rate Loan, Fuel Tech, Inc. may prepay in whole or in part any portion of any
Loan without premium or additional charge.
Reference is made to the more complete terms and conditions of the
Agreement and the Note set out in the copies of those documents attached as
Exhibits 10.1 and 10.2. to this report on Form 8-K.
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 thereunto duly authorized.
Fuel-Tech N.V.
By: /s/ V. J. Arnone
Vincent J. Arnone
Vice President, Chief Financial Officer and Treasurer
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Loan Agreement dated as of July 31, 2006 by and between Fuel Tech,
Inc. and Wachovia Bank, National Association.
10.2 Revolving Credit Note dated July 31, 2006 from Fuel Tech, Inc to
Wachovia Bank, National Association.