-----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, P408AJCbvftR8muq7Os/IUtEgAF5edZq4j3woH9NUFXYDrImsvXPxIIfLmsTb3VU hcDMOgBuqFTkfdudLlXH7Q== 0000950144-99-007456.txt : 19990615 0000950144-99-007456.hdr.sgml : 19990615 ACCESSION NUMBER: 0000950144-99-007456 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990614 EFFECTIVENESS DATE: 19990614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AQUA CLARA BOTTLING & DISTRIBUTION INC CENTRAL INDEX KEY: 0001020477 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-80599 FILM NUMBER: 99645831 BUSINESS ADDRESS: STREET 1: 1315 CLEVELAND STREET CITY: CLEARWATER STATE: FL ZIP: 33755 BUSINESS PHONE: 8135487105 MAIL ADDRESS: STREET 1: 1315 CLEVELAND STREET CITY: CLEARWATER STATE: FL ZIP: 33755 S-8 1 AQUA CLARA BOTTLING AND DISTRIBUTION, INC. 1 Washington, DC 20549 REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933 Aqua Clara Bottling and Distribution, Inc. (Exact name of Registrant as specified in its charter) Colorado 84-1352529 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1315 Cleveland Street Clearwater, Florida 33755 (Address of principal executive offices) (Zip Code) Compensation and Consulting Agreements (full name of the plans) Corporation Services 1201 Hays Street Tallahassee, FL 32301 (Name and address of agent for services) (800) 342-8086 (Telephone number, including area code, of agent for service) COPY TO: L. Van Stillman, Esq. Law Office of L. Van Stillman, P.A. 1177 George Bush Blvd. Suite 308 Delray Beach, FL 33483 Approximate Date of Commencement of Proposed Sales under the Plan: As soon as practicable after this Registration Statement becomes effective Total Number of Pages: 10 Exhibit Index begins on sequentially numbered page: 7 2 CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Securities Maximum Amount Maximum Amount of to be to be Offering Aggregate Registration Registered Registered Price per Share Offering Price Fee NO PAR 3,620,000(1) $.40(2) $1,448,000.00 $402.54
- -------------------- (1) Represents shares issued pursuant to consulting agreements for continued services by officers, directors and consultants to the Registrant, including services related to sales and marketing of the Company's products and services seeking joint ventures and potential acquisitions, promotional services with respect to Registrant's business establishment of distributorship agreements, all of the foregoing in furtherance of the Registrant's business. (2) Estimated solely for the purpose of calculating the registration fee based upon the average of the bid and asked price of the Registrant's Common Stock as of June 8, 1999. 3 PART I INFORMATION REQUIRED BY THE REGISTRATION STATEMENT Item 1. Plan Information. Aqua Clara Bottling and Distribution, Inc. has heretofore entered into agreements with third party consultants, attorneys, officers and directors with respect to the issuance of shares of the Registrant's common stock for services to the Registrant. In consideration for increasing the scope of the continuing services rendered and to be rendered to the Registrant until such time as the Registrant shall generate sufficient cash flow from operations in order to compensate its officers, directors and consultants, the Registrant has prepared this Form S-8 registration statement to provide for the issuance of shares, as described below. The Registrant has agreed to issue three million six hundred twenty thousand shares (3,620,000) for continued corporate consulting services to the Registrant. Item 2. Registrant Information and Employee Plan Annual Information. The Registrant shall provide the officers, directors and consultants, without charge upon their written or oral request the documents incorporated by reference herein in Item 3 of Part II of this Registration Statement. The Registrant shall also provide the Consultants without charge, upon their written or oral request, with all other documents required to be delivered to Consultants pursuant to Rule 428(b) under the Act. Any and all such requests shall be directed to the Registrant at its place of business as reflected in this Registration Statement. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Securities and Exchange Commissions are incorporated herein by reference: (a) The Registrant's Quarterly Report on Form 10-QSB for the quarter ending January 2, 1999. (b) The Registrant's SB-2A filed January 15, 1998 and subsequent amendments filed on April 15, 1998, August 6, 1998, September 21, 1998 and November 9, 1998. (c) A description of the Registrant's activities and common stock contained in exhibits to Registrant's filing pursuant to 424 B-3 on January 11, 1999. 4 (d) All documents subsequently filed by the Registrant pursuant to the Exchange Act prior to the filing of a post-effective amendment indicating that all such securities then unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents. Item 4. Description of Securities. The Registrant has authorized 50,000,000 shares of common stock, no par value of which 16,900,000 are issued and outstanding. Holders of Registrant's Common Stock are entitled to one vote per share on each matter submitted to a vote of stockholders. Shares of Common Stock do not carry cumulative voting rights and, therefore, holders of the majority of the outstanding shares of Common Stock are able to elect the entire board of directors and, if they do so, minority shareholders would not be able to elect any members of the board of directors. Holders of Common Stock are entitled to receive such dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends. During the last two fiscal years, the Registrant has not paid cash dividends on its Common Stock and does not anticipate that it will pay any cash dividends in the foreseeable future. Item 5. Interests of Named Experts and Counsel. None. Item 6. Indemnification of Officers and Directors. The Registrant's Articles of Incorporation (Article 9) as well as the Registrant's By-Laws (Article 9) provide for the indemnification of directors, officers, employees and agents of the corporation to the fullest extent provided by the Corporate Law of the State of Colorado, as well as is described in Article 9 of the Articles of Incorporation and Article 9 of the By-Laws. These sections generally provide that the corporation may indemnify any person who was or is a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative except for an action by or in right of corporation by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation. Generally, no indemnification may be made where the person has been determined to be negligent or guilty of misconduct in the performance of his or her duties to the corporation. Item 7. Exemption from Registration Claimed. Not Applicable Item 8. Exhibits: Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed hereto: Exhibit I. See Exhibits in Exhibit Index following the Signature Page hereof. 5 Item 9. Undertakings: The undersigned Registrant hereby undertakes: (a) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (b) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement. (c) That for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (d) The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (e) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim against such liabilities (other than payment by the Registrant of expenses paid or incurred by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 SIGNATURE PAGE The Registrant, pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf the undersigned, thereunto duly authorized, in the City of Clearwater, Florida, State of Florida, on the 11th day of June, 1999. AQUA CLARA BOTTLING AND DISTRIBUTION, INC. /s/ John C. Plunkett ------------------------------------------------------- By: John C. Plunkett ---------------------------------------------------- Title: President, Chief Executive Officer and Director ------------------------------------------------- Pursuant to the requirements of the Securities Act of 1933, as amended, the Registration Statements has been signed by the following persons in the capacities and on the date indicated. Dated: Clearwater, Florida June 11, 1999 AQUA CLARA BOTTLING AND DISTRIBUTION, INC. /s/ John C. Plunkett ------------------------------------------------------- By: John C..Plunkett ---------------------------------------------------- Title: President, Chief Executive Officer and Director ------------------------------------------------- 7 EXHIBIT INDEX
EXHIBIT NUMBER ITEM - -------------- ---- 5 Opinion regarding legality 23 Letter on audited financial information (consent of accountants)
EX-5 2 OPINION REGARDING LEGALITY 1 EXHIBIT 5 L. VAN STILLMAN, P.A. 301 YAMATO ROAD, SUITE 1200 ATTORNEY-AT-LAW BOCA RATON, FLORIDA 33431 (561) 989-8400 May 13, 1999 Board of Directors Aqua Clara Bottling and Distribution, Inc. 1315 Cleveland Street Clearwater, FL 33755 RE: REGISTRATION STATEMENT ON FORM S-8 Gentlemen: You have requested my opinion as to whether or not the 3,620,000 shares of common stock (no par value) to be issued to various individuals solely for services, when issued, will be legally issued and fully paid and non-assessable securities of the Company. In connection with these agreements, I have examined the Form of the Registration Statement to be filed by the Company in connection with such shares on Form S-8; the Articles of Incorporation of the Company, as amended; the By-Laws of the Company currently in effect; and the Minutes of the Company relating to the issuance of the shares. In addition, I have examined such other documents and records, instruments and certificates of public officials, officers and representatives of the Company and have made such other investigations as I deemed necessary or appropriate under the circumstances. In connection with rendering this opinion, I have reviewed such statutes and regulations as I have deemed relevant and necessary. In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity of all documents submitted to me as certified or photostat copies, and the authenticity of the original of such copies. I have further assumed that the recipients of the shares of common stock under this agreement will have paid the consideration required under the terms of such agreement or agreements prior to the issuance of such shares. Based upon the foregoing, and in reliance thereon, it is my opinion that, subject to the limitations set forth herein, the agreements made with individuals for the issuance of 3,620,000 shares of common stock to be issued, will, upon receipt of full payment, issuance and delivery in accordance with the terms of the agreements covered by such 2 BOARD OF DIRECTORS AQUA CLARA BOTTLING & DISTRIBUTION, INC. RE: REGISTRATION STATEMENTS ON FORM S-8 MAY 13, 1999 PAGE 2 Registration Statement, be duly and validly authorized, legally issued, fully paid and non-assessable. This opinion is expressly limited in scope to the shares enumerated herein which are to be expressly covered by the Registration Statement and does not cover subsequent issuances of shares to be made in the future pursuant to such agreement, if any, pertaining to services to be performed in the future. Such transactions are required to be included in either a new registration statement or a post effective amendment to the Registration Statement including updated opinions concerning the validity of issuance of such shares. This opinion is limited to the laws of the State of Florida and Colorado and in particular the General Corporation Laws of the State of Colorado. I express no opinion with respect to the laws of any other jurisdiction. In addition, I hereby consent to you filing this opinion with the Securities and Exchange Commission as an exhibit to the above-referenced Registration Statement. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without my prior written consent. This opinion is based upon my knowledge of the law and facts as of the date hereof. I assume no duty to communicate with you with respect to any matter which comes to my attention hereafter. Very truly yours, LAW OFFICE OF L. VAN STILLMAN, P.A. /s/ L. Van Stillman ------------------------------------------- L. Van Stillman, President EX-23 3 LETTER ON AUDITED FINANCIAL INFORMATION 1 [PNCCPAs LETTERHEAD] ================================================================================ Consent of Independent Certified Public Accountant We have previously issued our report dated May 27, 1998, except for Note 11 as to which the date is July 22, 1998, on the consolidated financial statements, incorporated herein by reference of the Registrant and its previously filed SB-2 Registration Statement. Our report covered the financial position of Aqua Clara Bottling and Distribution, Inc. and Subsidiary as of April 4, 1998 and the results of its operations and its cash flows for the years ended April 4, 1998 and March 31, 1997. We hereby consent to the incorporation by reference of said report in the Registration Statement on Form S-8 being filed with the Securities and Exchange Commission by the Registrant. /s/ Pender Newkirk & Company ----------------------------------------- Certified Public Accountants Tampa, Florida June 11, 1999 PENDER NEWKIRK & COMPANY - CERTIFIED PUBLIC ACCOUNTANTS - -------------------------------------------------------------------------------- 100 South Ashley Drive, Suite 1650, Tampa, Florida 33602, (813) 229-2321 Fax (813) 229-2359, WebSite: www.pnccpa.com ================================================================================ Member of Private Companies Practice Section and SEC Practice Section of American Institute of Certified Public Accountants -----END PRIVACY-ENHANCED MESSAGE-----