SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 5, 2009
FUEL TECH, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
Fuel Tech, Inc.
27601 Bella Vista Parkway
Warrenville, IL 60555-1617
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
Item 2.01 Completion of Acquisition or Disposition of Assets
This Amendment No. 1 to the Form 8-K filed by Fuel Tech, Inc. (Fuel Tech or the Company) on
January 8, 2009 (the Original 8-K) is being filed to provide certain financial information not
included in the Original 8-K as permitted under Item 9.01(4) of Form 8-K. The Original 8-K was
filed to report the Companys completion of its acquisition of substantially all of the assets of
Advanced Combustion Technology, Inc.
The information previously reported in the Original 8-K and the copy of the asset purchase
agreement entered into by the parties in connection with the transaction, attached as Exhibit 10.8
to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2008, are
incorporated by reference herein.
Item 9.01: Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
financial statements of Advanced Combustion Technology, Inc. as of
and for the twelve months ended
December 31, 2008, 2007, and 2006, as required by this Item 9.01 (a), are attached as Exhibit 99.1
hereto and incorporated by reference.
(b) Pro Forma Financial Information
Attached hereto as Exhibit 99.2 are the unaudited pro forma condensed consolidated balance sheet
and related audited statement of operations of the Company as of and for the year ended December
The pro forma financial information is presented to illustrate the effects of the acquisition on
the historical financial position and operating results of the Company and Advanced Combustion
unaudited pro forma condensed consolidated balance sheet at December
31, 2008 gives effect to the acquisition as if it had occured as of
that date. The unaudited pro forma statement of operations gives the effect to the acquisition
as if it had occurred on January 1, 2008.
The pro forma financial information has been derived from, and should be read in conjunction with,
the historical consolidated financial statements, including notes to such statements, of the
Company and Advanced Combustion Technology, Inc. For the Company, those financial statements are
included in Fuel Techs Annual Report on Form 10-K for the year ended December 31, 2008. For
Advanced Combustion Technology, Inc., those financial statements are attached hereto.
The pro forma financial information is presented for informational purposes only and is not
necessarily indicative of the financial position or results of operations that would have occurred
had the acquisition been consummated as of the dates indicated. In particular, the pro forma
financial information includes adjustments based upon currently available information and upon
assumptions that management believes are reasonable. The adjustments included in the pro forma
financial information represent the preliminary determination of these adjustments based upon
available information. The Company cannot assure that the actual adjustments will not differ from
the pro forma adjustments reflected in the pro forma financial information.
||Consent of Grant Thornton LLP