false 0000846913 0000846913 2024-06-06 2024-06-06
 
 
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) June 6, 2024
 
FUEL TECH, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or other jurisdiction
of incorporation)
  
001-33059
(Commission
File Number)
  
20-5657551
(IRS Employer
Identification No.)
 
Fuel Tech, Inc.
27601 Bella Vista Parkway
Warrenville, IL 60555-1617
630-845-4500
 
(Address and telephone number of principal executive offices)
 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FTEK
NASDAQ Capital Market
 
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))
 
Emerging growth company        ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
 
--12-31
ITEM 5.03
Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.
 
On June 6, 2024, at an annual meeting of stockholders of Fuel Tech, Inc. (the “Company”), the stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 40,000,000 to 60,000,000. On June 6, 2024, the Company filed a Certificate of Amendment of Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect the Amendment, effective as of June 6, 2024.
 
This description of the Amendment is a summary and is qualified by the complete text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
 
Item 9.01Financial Statements and Exhibits.  
(d) Exhibits
3.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
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 hereunto duly authorized.
 
 
Fuel Tech, Inc.
(Registrant)
  
     
       
 
By:
/s/ Bradley W. Johnson 
  
   
Bradley W. Johnson
  
Date: June 10, 2024
  
Vice President, General Counsel and Secretary 
  
 
 

Exhibit 3.1

 

AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

FUEL TECH, INC.

 

Pursuant to Section 242 of the

Delaware General Corporation Law

 

The undersigned, being a duly authorized officer of Fuel Tech, Inc. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

 

 

1.

The name of the Corporation is “Fuel Tech, Inc.”

 

 

2.

The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 25, 2006.

 

 

3.

This Amendment to the Certificate of Incorporation amends the Certificate of Incorporation of the Corporation.

 

 

4.

That, pursuant to resolution of the Board of Directors of the Corporation, a meeting of stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the Delaware General Corporation Law at which meeting the necessary number of shares as required by statute were voted in favor of the Certificate of Amendment.

 

 

5.

That the Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

 

 

6.

The text of Paragraph 5 of the Certificate of Incorporation is hereby amended and restated in full as follows:

 

“The total number of shares of capital stock which the Corporation shall have authority to issue is sixty million (60,000,000), all of which shall be a class designated as common stock, par value $0.01 per share (the “Common Stock”).”

 

IN WITNESS WHEREOF, I have signed this Amendment to the Certificate of Incorporation this 6th day of June, 2024.

 

 

  By: /s/ Bradley W. Johnson  
    Bradley W. Johnson  
    Vice President, General Counsel and Secretary  

 

 
v3.24.1.1.u2
Document And Entity Information
Jun. 06, 2024
Document Information [Line Items]  
Entity, Registrant Name FUEL TECH, INC.
Document, Type 8-K
Document, Period End Date Jun. 06, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-33059
Entity, Tax Identification Number 20-5657551
Entity, Address, Address Line One 27601 Bella Vista Parkway
Entity, Address, City or Town Warrenville
Entity, Address, State or Province IL
Entity, Address, Postal Zip Code 60555-1617
City Area Code 630
Local Phone Number 845-4500
Title of 12(b) Security Common Stock
Trading Symbol FTEK
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Current Fiscal Year End Date --12-31
Amendment Flag false
Entity, Central Index Key 0000846913
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