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) February 1, 2007
FUEL TECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-21724 20-5657551
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Fuel Tech, Inc.
512 Kingsland Drive
Batavia, IL 60510-2299
630-845-4500
(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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On February 1, 2007, the registrant commenced entering into indemnity
agreements with its officers and directors. The form of the agreement is
attached as Exhibit 99.1 to this current report on Form 8-K.
The registrant's directors who are or will be parties to the
agreement are: Douglas G. Bailey, Ralph E. Bailey, Miguel Espinosa, Charles W.
Grinnell, Thomas L. Jones, Samer S. Khanachet, John D. Morrow, Johnny R. Norris
Jr. and Thomas S. Shaw, Jr.
The registrant's officers who are or will be parties to the agreement
are: Vincent M. Albanese, Ellen T. Albrecht, Vincent J. Arnone, Stephen P.
Brady, William E. Cummings, Jr., Kevin R. Dougherty, Timothy J. Eibes, Tracy H.
Krumme, M. Linda Lin, Michael P. Maley, Nolan R. Schwartz, Christopher R.
Smyrniotis and William H. Sun.
The agreement is a contractual supplement to the corporate indemnity
provisions of the certificate of incorporation of the registrant. The material
terms and conditions of the agreement (as to which terms and conditions
reference is made to the full text of the Exhibit for a complete description)
are: (a) a restatement of the registrant's undertaking in the certificate of
incorporation to afford indemnification and an advance of expenses against
claims if the indemnitee acted in good faith in a manner the indemnitee
reasonably believed to be in or not opposed to the best interest of the
registrant, and, with respect to any criminal proceeding, had no reasonable
cause to believe the indemnitee's conduct was unlawful; (b) a description of how
the registrant will determine if indemnification is appropriate including the
procedure for obtaining indemnification and a rebuttable presumption in favor of
indemnification; (c) the procedure to authorize advancing expenses; (d) that the
indemnitee's rights under the indemnity agreement will survive any merger,
consolidation or change in control of the registrant; (e) that the indemnitee
will be entitled to attorney's fees and disbursements incurred in any suit
against the registrant for breach of the agreement, if the indemnitee prevails
in whole or in part in such a suit; and (f) that the registrant will deposit in
trust for the benefit of the indemnitee a cash amount equal to all amounts
previously authorized to be paid to the indemnitee under the indemnity agreement
10 days before any initiation by the registrant of an insolvency or bankruptcy
proceeding.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Financial Statements: None
Exhibits: Text of Fuel Tech, Inc. Form of Indemnity Agreement
with Directors and Officers Exhibit 99.1
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.
Dated: February 7, 2007 By: /s/ C. W. Grinnell
-------------------
Charles W. Grinnell
Corporate Secretary