Kevin Zugibe 13D/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RZJSwS4XEAby0BVFpgU5Dd0TGZgqxcT+YacLEWU0fDk7nel4VCNjOA1GV8JIjzFf zNXOm5vPrr4KEyGctxtAbw== 0001010541-08-000048.txt : 20081024 0001010541-08-000048.hdr.sgml : 20081024 20081024160512 ACCESSION NUMBER: 0001010541-08-000048 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081024 DATE AS OF CHANGE: 20081024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZUGIBE KEVIN J CENTRAL INDEX KEY: 0001010543 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O HUDSON TECHNOLOGIES INC STREET 2: 275 NORTH MIDDLETOWN RD CITY: PEARL RIVER STATE: NY ZIP: 10967 BUSINESS PHONE: 8457356000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON TECHNOLOGIES INC /NY CENTRAL INDEX KEY: 0000925528 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 133641539 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48635 FILM NUMBER: 081140148 BUSINESS ADDRESS: STREET 1: PO BOX 1541 STREET 2: ONE BLUE HILL PLAZA, 14TH FLOOR CITY: PEARL RIVER STATE: NY ZIP: 10965 BUSINESS PHONE: 8457356000 MAIL ADDRESS: STREET 1: PO BOX 1541 STREET 2: ONE BLUE HILL PLAZA, 14TH FLOOR CITY: PEARL RIVER STATE: NY ZIP: 10965 FORMER COMPANY: FORMER CONFORMED NAME: REFRIGERANT RECLAMATION INDUSTRIES INC DATE OF NAME CHANGE: 19940617 SC 13D/A 1 kjz13da10242008.htm SCHEDULE 13D/A Kevin Zugibe 13D/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Act of 1934

(Amendment No. 4)^*

HUDSON TECHNOLOGIES, INC.

(Name of Issuer)

COMMON STOCK, $.01 PAR VALUE

(Title of Class of Securities)

444144-10-9

(CUSIP Number)

Kevin J. Zugibe

Hudson Technologies, Inc.

PO Box 1541, One Blue Hill Plaza

Pearl River, New York 10965

(845) 735-6000

(Name, Address and Telephone Number of Person

Authorized to receive Notice and Communications)

September 25, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of SECTIONS 240.13d-1(e), 240.13d-1(f) or 240.13d-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 SECTION 240.13d-7 for other parties to whom copies are to be sent.

^{* 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 ("Act") 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).}

CUSIP NO. 444144-10-9

1.	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Kevin J. Zugibe
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS) N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES	7.	SOLE VOTING POWER 6,508,705 (of which 831,800 shares are issuable upon exercise of options)
BENEFICIALLY OWNED BY	8.	SHARED VOTING POWER 0
EACH REPORTING	9.	SOLE DISPOSITIVE POWER 6,508,705 (of which 831,800 shares are issuable upon exercise of options
PERSON WITH	10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,508,705 (of which 831,800 shares are issuable upon exercise of options)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.14%
14.	TYPE OF REPORTING PERSON* IN

Item 1. Security and Issuer

This Amendment No. 4 amends and supplements the Schedule 13D of Kevin Zugibe (the "Reporting Person"), as previously amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3, with respect to his ownership of the Common Stock, par value $.01 per share ("Common Stock"), of Hudson Technologies, Inc., a New York corporation (the "Company"), whose principal executive offices are located at PO Box 1541, One Blue Hill Plaza, 14^th Floor, Pearl River, New York 10965. This Amendment No. 4, the previous amendments to the Reporting Person's Schedule 13D and the initial Schedule 13D are hereinafter collectively referred to as the "Statement."

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented as follows:

(a) On September 25, 2008, the Reporting Person sold 400,000 shares of the Company's common stock in a private transaction to Richard Parrillo, an unaffiliated third party, at a stated purchase price of $2.60 per share, pursuant to Stock Purchase Agreement executed September 25, 2008. Depending upon market conditions and other factors that the Reporting Person may deem material to his investment decision, the Reporting Person may make purchases of additional securities of the Company, or may dispose of all or a portion of the securities of the Company that he now owns or hereafter may acquire. Except as set forth in this Item 4, the Reporting Person does not have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of this Statement.

The purpose of the sales of these shares of the Company's Common Stock reported were to allow the Reporting Person to pay down a portion of the debt he previously incurred in connection with his prior purchases of Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and supplemented as follows:

(c) Except as stated in Item 4(a) hereof, which is incorporated by reference in this Item 5(c), there have been no other transactions in the class of securities reported on that were effected during the past sixty days by the Reporting Person.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended and supplemented as follows:

Except as described in Item 4 and Item 5 above, which are incorporated by reference in this Item 6, there are no contracts, arrangements, understandings or relationships with the Reporting Person or any other person with respect to the securities of the Company, including but not limited to transfer or voting of any other securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, divisions of profits or loss or the giving or withholding of proxies.

Item 7. Materials to be filed as Exhibits.

The following exhibits are filed with this Statement.

Exhibit 7a. Stock Purchase Agreement executed September 25, 2008.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

__October 24, 2008______________

Date

_/s/ Kevin J. Zugibe__________

Signature

EX-7.A 2 kjz13da10242008-ex7a.htm EXHIBIT 7A Exhibit 7a

KEVIN ZUGIBE

56 Lindberg Lane

New City, NY 10956

July 25, 2008

To: Richard Parrillo

163 Hooton Road

Mount Laurel, NJ 08054

Re: Purchase and Sale of Shares of the

Common Stock of Hudson Technologies, Inc.

Mr. Parrillo:

This Agreement sets forth the agreement of Kevin J. Zugibe (the "Seller") with respect to the sale to (Name Redacted) (the "Purchasers") of an aggregate of 400,000 shares ("Shares") of the common stock, $.01 par value, of Hudson Technologies, Inc. (the "Company") at a purchase price of $2.60 per Share (the "Purchase Price") and the agreement by the Purchaser to purchase the Shares from the Seller at the Purchase Price.

1. Representations and Warranties of the Seller

The Seller hereby represents and warrants to the Purchasers that:

(a) This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.

(b) The Seller is the sole record and beneficial owner of the Shares to be transferred to the Purchaser. None of the Shares are subject to any lien, claim, restriction, security interest or encumbrance or to any option, warrant or right (collectively "Encumbrances") that restricts the Seller from transferring good and marketable title to any such Shares to the Purchaser, free and clear of any Encumbrances.

(c) The Seller is an "affiliate" of the Company as such term is defined in Rule 144(a)(1) under the Securities Act of 1933, as amended (the "Act").

2. Representation and Warranty of the Purchasers. The Purchaser hereby represents and warrants to the Seller that

(a) The Purchaser acknowledges that the Purchaser or its representatives has received and reviewed copies of the Company's Form 10-KSB for the year ended December 31, 2007, Proxy Statement on Schedule 14A filed with the SEC on July 25, 2008, all of the Company's Current Reports on Form 8-K as filed with the SEC on or after January 1, 2008, and the Quarterly Reports on Form 10-Q for the quarter ended March 31, 2008, and the Purchaser or representatives of the Purchaser has had the opportunity to ask questions of and receive answers from qualified representatives of the Company concerning the business and financial condition of the Company, and the terms and conditions of this Agreement, and all of such questions have been answered to the satisfaction of the Purchasers or its representatives.

(b) The Purchaser represents that he is a sophisticated investors familiar with the type of risks inherent in the acquisition of securities such as the Shares and that, by reason of his knowledge and experience in financial and business matters in general, and investments of this type in particular, he is capable of evaluating the merits and risks of an investment in the Shares.

(c) The Purchaser is able to bear the economic risk of an investment in the Shares, including, without limiting the generality of the foregoing, the risk of losing part or all of his investment in the Shares and the Purchaser's possible inability to sell or transfer the Shares for an indefinite period of time.

(d) The Purchaser is acquiring the Shares for such Purchaser's own account and for the purpose of investment and not with a view to, or for resale in connection with, any distribution within the meaning of the Act in violation of the Act.

(e) The Purchaser further acknowledges that the Shares are "restricted securities" that have not been registered under the Act or any of the securities laws of any state ("Other Securities Laws"), and may not be sold, transferred or otherwise disposed of except if an effective registration statement is then in effect or pursuant to an exemption from registration under said Act and such Other Securities Laws.

(f) The Purchaser is an "accredited investor" as that term is defined in Rule 501(a) promulgated under the Act (a copy of which definition is attached hereto as Exhibit A).

(g) The Purchaser has all requisite power and authority to enter into this Agreement and subscribe for the Shares pursuant hereto.

(h) This Agreement has been duly authorized, executed and delivered by or on behalf of such Purchaser and constitutes the valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms.

(i) The Purchaser acknowledges that the Seller has relied on the representations contained herein and that the statutory basis for exemption from the requirements of Section 5 of the Act may not be present if, notwithstanding such representations, such Purchaser were acquiring the Shares for resale or distribution upon the occurrence or non-occurrence of some predetermined event.

(j) In entering into this transaction to purchase the Shares the Purchaser is relying only upon information obtained by the Purchaser pursuant to his independent investigation of the Company and is not relying on any representations made by the Company or its representatives, other than the Company's periodic reports referred to in Section 2(a) above.

3. Payment. Payment of the Purchase Price for the Shares will be made on the Closing Date ( as hereafter defined). On the Closing Date, the Seller will deliver to the Purchaser a stock certificate representing the number of Shares purchased by him pursuant to this Agreement.

4. Closing. The Closing of the purchase and sale of the Shares shall take place on such date and at such place as agreed to by the Seller and the Purchaser, but in no event later than August 1, 2008 (the "Closing Date").

5. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instruction. Delivery of an executed counterpart by facsimile shall be effective as delivery of a manually executed counterpart.

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This Letter Agreement shall be deemed to have been made and delivered in Pearl River, New York and shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York. The parties (1) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in New York State Supreme Court, County of Rockland, or in the United States District Court for the Southern District of New York, (2) waive any objection which either such party may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consent to the jurisdiction of the New York State Supreme Court, County of Rockland, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. The parties further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New Yor k State Supreme Court, County of Rockland, or in the United States District Court for the Southern District of New York and agree that service of process upon either such party mailed by certified mail to the party's respective address (set forth in this Agreement or such other address provided in writing by a party to this Agreement to the other parties to this Agreement) shall be deemed in every respect effective service of process upon such party, in any such suit, action or proceeding.

Please acknowledge your agreement to the foregoing by signing below.

Very truly yours,

THE SELLER:

/s/ Kevin J. Zugibe

KEVIN J. ZUGIBE

AGREED AND ACCEPTED ON

THIS 25^th DAY OF September, 2008

THE PURCHASER:

_/s/ Richard Parrillo__________ ___

EXHIBIT A

a. Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

1. Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Ac t of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

2. Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

3. Any organization described in section 501(c )(3) of the Internal Revenue Code, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

4. Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

5. Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

6. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

7. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) and

8. Any entity in which all of the equity owners are accredited investors.

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