<PAGE>


                                                        Registration No. 333 -

                     --------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     --------------------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                  --------------------------------------------

                                 FUEL-TECH N.V.
             (Exact name of registrant as specified in its charter)

           NETHERLANDS   ANTILLES                              N/A
(State or other jurisdiction of incorporation    (I.R.S. Employer Identification
             or organization)                                Number)

             Fuel-Tech N.V.                               Fuel Tech, Inc.
             (Registrant)                          (U.S. Operating Subsidiary)
            Castorweg 22-24                           300 Atlantic Street
               Curacao                                     Suite 703
         Netherlands Antilles                      Stamford Connecticut 06901
           (599) 9-461-3754                             (203) 425-9830
          (Address and telephone number of principal executive offices)

                    THE 1993 INCENTIVE PLAN OF FUEL-TECH N.V.
                              (Full title of plan)

                            Charles W. Grinnell, Esq.
                        1055 Washington Blvd. - 5th Floor
                               Stamford, CT 06901
                     (Name and address of agent for service)
                                 (203) 363-7105
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
 Title of Shares       Amount to        Proposed Maximum       Proposed Maximum          Amount of
to be Registered    be Registered (1)   Offering Price Per    Aggregate Offering     Registration Fee
                                            Share(2)               Price(2)
<S>                 <C>                 <C>                   <C>                    <C>
 Common Stock
par value, $0.01       1,600,000            $2.054                $3,285,984              $867.50
-----------------------------------------------------------------------------------------------------
</TABLE>
(1)  Includes an indeterminate number of shares of Common Stock that may be
     issuable by reason of stock splits, stock dividends or similar transactions
     in accordance with Rule 416 under the Securities Act of 1933.
(2)  Based upon the following shares and exercise prices, 135,185 shares at
     $1.75; 60,000 shares at $1.531; 10,500 shares at $1.375; 25,000 shares at
     $1.563; 32,000 shares at $2.06; 366,500 shares at $2.125; 44,500 shares at
     $1.47; 80,000 shares at $2.125; 6,000 shares at $3.03; 20,000 shares at
     $2.593; 328,000 shares at $2.063 and, estimated solely for the purpose of
     computing the registration fee pursuant to Rule 457 under the Securities
     Act of 1933, 492,315 shares at $2.188, being the average of the high and
     low prices as reported on The Nasdaq Stock Market, Inc. on May 1, 2000.
<PAGE>

         This Registration Statement is filed pursuant to instruction E to Form
S-8 to register additional Common Stock issuable under Registrant's 1993
Incentive Plan, as amended.

         Pursuant to Instruction E to Form S-8, the Registrant hereby
incorporates by reference into this Registration Statement the contents of the
Registrant's Registration Statement on Form S-8 (File No. 33-83068) and all post
effective amendments thereto.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

Charles W. Grinnell, Esq, is furnishing an opinion required for this
Registration Statement as to the legality of the securities to be issued under
the Plan. Mr. Grinnell is an officer, director and employee of the Registrant
and owns or has options to purchase 86,500 shares of Common Stock of the
Registrant.

Item 8. Exhibits.

Exhibit No.     Description Of Exhibit
-----------     ----------------------

 4.1            Articles of Association, as amended through April
                27, 1998, filed as Exhibit to Registrant's Annual
                Report on Form 20-F for 1997. *

 4.2            The 1993 Incentive Plan of Fuel-Tech N.V., as
                amended through June 5, 1998, (the "Plan") and
                1998 Form of Option Agreement, filed as Exhibit
                to the Registrant's Annual Report on Form 20-F
                for 1997. *

 5.0            Opinion of counsel as to the legality of obligations
                and securities offered under the Plan.

23.1            Consent of Ernst & Young LLP

23.2            Consent of counsel (included
                in Exhibit 5.0 hereto).

24.0            Powers of Attorney in favor of Douglas G. Bailey,
                Ralph E. Bailey, John A. de Havilland, Charles W. Grinnell,
                Jeremy D. Peter-Hoblyn, John R. Selby, Scott M. Schecter,
                Tarma Trust Management N.V. and James M. Valentine
                (included  on signature pages).

* Incorporated herein by reference.

                                      -1-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, Connecticut, on May 2, 2000.

  FUEL-TECH N.V.

  By  /s/ Ralph E. Bailey
      --------------------
      Ralph E. Bailey                Chairman and Chief Executive Officer


         Each person whose signature appears below constitutes and appoints
Ralph E. Bailey and Charles W. Grinnell, and each of them, as his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this registration
statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said attorney-in
fact and agent full power and authority to do and perform each act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on May 2, 2000
in the capacities indicated.

<TABLE>
<CAPTION>
           Signature                                            Title
<S>                                       <C>
/s/ Ralph E. Bailey                              Chairman, Chief Executive Officer
-----------------------------                and Director (Principal Executive Officer)
    Ralph E. Bailey

/s/ Scott M. Schecter                     Vice President, Treasurer and Chief Financial Officer
-----------------------------                    (Principal Financial and Accounting Officer)
    Scott M. Schecter

/s/ Douglas G. Bailey                                          Director
-----------------------------
    Douglas G. Bailey

/s/ John A. de Havilland                                       Director
-----------------------------
    John A. de Havilland

/s/ C. W. Grinnell                                Vice President, General Counsel,
-----------------------------                      Corporate Secretary and Director
    Charles W. Grinnell

/s/ J. D. Peter-Hoblyn                                         Director
-----------------------------
    Jeremy D. Peter-Hoblyn

/s/ John R. Selby                                              Director
-----------------------------
    John R. Selby

 Tarma Trust Management N.V.                                   Director

By: /s/ Robert J. Huyzen
-----------------------------
        Robert J. Huyzen
        Managing Director

/s/ James M. Valentine                                         Director
-----------------------------
    James M. Valentine
</TABLE>

                                      -2-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 8818}]
{"company-data": {"conformed-name": "FUEL TECH N V", "cik": "0000846913", "assigned-sic": "3564", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36390", "film-number": "620646"}, "business-address": {"street1": "CASTORWEG 22-24", "city": "CURACAO NETHERLANDS", "state": "P7"}, "mail-address": {"street1": "C/O FUEL TECH INC", "street2": "300 ATLANTIC ST", "city": "STAMFORD", "state": "CT", "zip": "06901"}}
Registration No. 333 -

                     --------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     --------------------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                  --------------------------------------------

                                 FUEL-TECH N.V.
             (Exact name of registrant as specified in its charter)

           NETHERLANDS   ANTILLES                              N/A
(State or other jurisdiction of incorporation    (I.R.S. Employer Identification
             or organization)                                Number)

             Fuel-Tech N.V.                               Fuel Tech, Inc.
             (Registrant)                          (U.S. Operating Subsidiary)
            Castorweg 22-24                           300 Atlantic Street
               Curacao                                     Suite 703
         Netherlands Antilles                      Stamford Connecticut 06901
           (599) 9-461-3754                             (203) 425-9830
          (Address and telephone number of principal executive offices)

                    THE 1993 INCENTIVE PLAN OF FUEL-TECH N.V.
                              (Full title of plan)

                            Charles W. Grinnell, Esq.
                        1055 Washington Blvd. - 5th Floor
                               Stamford, CT 06901
                     (Name and address of agent for service)
                                 (203) 363-7105
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
 Title of Shares       Amount to        Proposed Maximum       Proposed Maximum          Amount of
to be Registered    be Registered (1)   Offering Price Per    Aggregate Offering     Registration Fee
                                            Share(2)               Price(2)
Common Stock
par value, $0.01       1,600,000            $2.054                $3,285,984              $867.50
-----------------------------------------------------------------------------------------------------
(1)  Includes an indeterminate number of shares of Common Stock that may be
     issuable by reason of stock splits, stock dividends or similar transactions
     in accordance with Rule 416 under the Securities Act of 1933.
(2)  Based upon the following shares and exercise prices, 135,185 shares at
     $1.75; 60,000 shares at $1.531; 10,500 shares at $1.375; 25,000 shares at
     $1.563; 32,000 shares at $2.06; 366,500 shares at $2.125; 44,500 shares at
     $1.47; 80,000 shares at $2.125; 6,000 shares at $3.03; 20,000 shares at
     $2.593; 328,000 shares at $2.063 and, estimated solely for the purpose of
     computing the registration fee pursuant to Rule 457 under the Securities
     Act of 1933, 492,315 shares at $2.188, being the average of the high and
     low prices as reported on The Nasdaq Stock Market, Inc. on May 1, 2000.
This Registration Statement is filed pursuant to instruction E to Form
S-8 to register additional Common Stock issuable under Registrant's 1993
Incentive Plan, as amended.

         Pursuant to Instruction E to Form S-8, the Registrant hereby
incorporates by reference into this Registration Statement the contents of the
Registrant's Registration Statement on Form S-8 (File No. 33-83068) and all post
effective amendments thereto.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

Charles W. Grinnell, Esq, is furnishing an opinion required for this
Registration Statement as to the legality of the securities to be issued under
the Plan. Mr. Grinnell is an officer, director and employee of the Registrant
and owns or has options to purchase 86,500 shares of Common Stock of the
Registrant.

Item 8. Exhibits.

Exhibit No.     Description Of Exhibit
-----------     ----------------------

 4.1            Articles of Association, as amended through April
                27, 1998, filed as Exhibit to Registrant's Annual
                Report on Form 20-F for 1997. *

 4.2            The 1993 Incentive Plan of Fuel-Tech N.V., as
                amended through June 5, 1998, (the "Plan") and
                1998 Form of Option Agreement, filed as Exhibit
                to the Registrant's Annual Report on Form 20-F
                for 1997. *

 5.0            Opinion of counsel as to the legality of obligations
                and securities offered under the Plan.

23.1            Consent of Ernst & Young LLP

23.2            Consent of counsel (included
                in Exhibit 5.0 hereto).

24.0            Powers of Attorney in favor of Douglas G. Bailey,
                Ralph E. Bailey, John A. de Havilland, Charles W. Grinnell,
                Jeremy D. Peter-Hoblyn, John R. Selby, Scott M. Schecter,
                Tarma Trust Management N.V. and James M. Valentine
                (included  on signature pages).

* Incorporated herein by reference.

                                      -1-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, Connecticut, on May 2, 2000.

  FUEL-TECH N.V.

  By  /s/ Ralph E. Bailey
      --------------------
      Ralph E. Bailey                Chairman and Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
Ralph E. Bailey and Charles W. Grinnell, and each of them, as his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this registration
statement, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said attorney-in
fact and agent full power and authority to do and perform each act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on May 2, 2000
in the capacities indicated.
Signature                                            Title
/s/ Ralph E. Bailey                              Chairman, Chief Executive Officer
-----------------------------                and Director (Principal Executive Officer)
    Ralph E. Bailey

/s/ Scott M. Schecter                     Vice President, Treasurer and Chief Financial Officer
-----------------------------                    (Principal Financial and Accounting Officer)
    Scott M. Schecter

/s/ Douglas G. Bailey                                          Director
-----------------------------
    Douglas G. Bailey

/s/ John A. de Havilland                                       Director
-----------------------------
    John A. de Havilland

/s/ C. W. Grinnell                                Vice President, General Counsel,
-----------------------------                      Corporate Secretary and Director
    Charles W. Grinnell

/s/ J. D. Peter-Hoblyn                                         Director
-----------------------------
    Jeremy D. Peter-Hoblyn

/s/ John R. Selby                                              Director
-----------------------------
    John R. Selby

 Tarma Trust Management N.V.                                   Director

By: /s/ Robert J. Huyzen
-----------------------------
        Robert J. Huyzen
        Managing Director

/s/ James M. Valentine                                         Director
-----------------------------
    James M. Valentine
-2-