As filed with the Securities and Exchange Commission on October 4, 2000
File No. 333-
------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PURADYN FILTER TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 14-1708544
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3020 High Ridge Road
Suite 100
Boynton Beach, FL 33426
(Address of principal executive offices) (Zip Code)
PURADYN FILTER TECHNOLOGIES, INCORPORATED
1999 STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)
Richard C. Ford, Chief Executive Officer
3020 High Ridge Road, Suite 100
Boynton Beach, FL 33426
(561) 547-9499
(Name and address of agent for service)
Copy to:
James M. Schneider, Esq.
Atlas Pearlman, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33301
(954) 763-1200
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price per Offering Registration
to be Registered Registered Share Price Fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock
($.001 par value) 1,000,000 $7.00(1) $7,000,000 $1,946
====================================================================================================================================
</TABLE>
(1) The common shares are issuable upon exercise of options. The exercise
price will be determined on the date of grant. Accordingly, the
aggregate offering price and fee on the reserved options are based on
the last sale price of the common stock on October 3, 2000, as quoted
by the OTC Bulletin Board, pursuant to Rule 457(h)(1).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
----------------
Puradyn Filter Technologies, Inc. will provide the information
specified in Item 1 by Rule 428 of the Securities Act of 1933 to each optionee.
We are not filing these documents as part of this registration statement or as
prospectuses or prospectus supplements in accordance with the rules and
regulations of the Securities and Exchange Commission.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
-----------------------------------------------------------
Puradyn Filter Technologies, Inc. will provide the information
specified in Item 2 by Rule 428(b) of the Securities Act of 1933 to each
optionee. We are not filing these documents as part of this registration
statement or as prospectuses or prospectus supplements in accordance with the
rules and regulations of the Securities and Exchange Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
We incorporated by reference the documents, which we filed
previously with the Securities and Exchange Commission, listed below:
o Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2000 filed on August 11, 2000.
o Quarterly Report on Form 10-Q, for the quarterly period ended
March 31, 2000 filed May 10, 2000.
o Annual Report on Form 10-K for the fiscal year ended December
31, 2000 filed April 7, 2000.
o Form 8-K Current Report filed June 22, 2000
o Form 8-K Current Report filed March 6, 2000
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We also incorporate by reference any future filings we make
with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934.
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------
Common Stock
Common stockholders share dividends on a proportionate basis, as may be
declared by the Board of Directors. Upon liquidation, dissolution or winding up
of Puradyn, after payment to creditors, Puradyn's assets will be divided
proportionately on a per share basis among the holders of our common stock.
Each share of our common stock has one vote. Holders of our common
stock do not have cumulative voting rights. This means that the holders of a
plurality of the shares voting for the election of directors can elect all of
the directors. In that event, the holders of the remaining shares will not be
able to elect any directors. Puradyn's by-laws provide that a majority of the
outstanding shares of our common stock are a quorum to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights. Also, our common stock is not redeemable.
Preferred Stock
The Company is authorized to issue 500,000 shares of preferred stock,
par value $.001 per share, issuable in such series and bearing such voting,
dividend, conversion, liquidation and other rights and preferences as the Board
of Directors may determine. As of the date hereof, no shares have been issued or
are outstanding. The preferred stock is so-called "Blank Check" preferred stock,
which means that the Board of Directors of the Company, in its sole discretion,
will be able to issue the shares of preferred stock in one or more series of
classes having such terms, designations and preferences as determined by the
Board of Directors and without authorization or confirmation by the stockholders
of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Experts
Durland & Company, CPA's, P.A., independent certified public
accountants, have audited our consolidated financial statements included in our
Annual Report on Form 10-K for the year ended December 31, 1999, as set forth in
their report, which is incorporated by reference in this prospectus and
elsewhere in the registration statement. Our financial statements are
incorporated by reference in reliance on Durland & Company, CPAs, P.A. report,
given on their authority as experts in accounting and auditing.
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Legal Matters
Atlas Pearlman, P.A. will review the validity of the issuance
of the shares of our common stock being offered. They are located at 350 East
Las Olas Boulevard, Suite 1700, Fort Lauderdale, Florida 33301. The firm and
members of that firm own a total of 72,000 shares of our common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Article X of the Company's Amended and Restated Certificate of
Incorporation provide for indemnification of officers and directors. The
specific provision of the Amended and Restated Certificate of Amendment related
to such indemnification is as follows:
Persons. The Corporation shall indemnify, to the
extent provided in paragraphs B, D or F:
any person who is or was a director, officer, employee, or
agent of the Corpora tion; and
(1) any person who serves or served at the Corporation's
request as a director, officer, employee, agent,
partner or trustee of another corporation,
partnership, joint venture, trust or other
enterprise.
Extent -- Derivative Suits. In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation against a person named in paragraph A by reason of
his holding a position named in paragraph A, the Corporation
shall indemnify him if he satisfied the standard in paragraph
C, for expenses (including attorneys' fees but excluding
amounts paid in settlement) actually and reasonably incurred
by him in connection with the defense or settlement of the
action or suit.
2. Standard-- Derivative Suits. In case of a threatened, pending
or completed action or suit by or in the right of the Corporation, a person
named in paragraph A shall be indemnified only if:
he is successful on the merits or otherwise; or
(1) he acted in good faith in the transaction which is
the subject of the suit or action, and in a manner he
reasonably believed to be in, or not opposed to, the
best interests of the Corporation, including, but not
limited to, the taking of any and all actions in
connection with the Corporation's response to any
tender offer or any offer or proposal of another
party to engage in a Business Combination and
approved by the Board of Directors.
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However, he shall not be indemnified in respect of
any claim, issue or matter as to which he has been
adjudged liable to the Corporation unless (and only
to the extent that) the court in which the suit was
brought shall determine, upon application, that
despite the adjudication but in view of all the
circumstances, he is fairly and reasonably entitled
to indemnity for such expenses a the court shall deem
proper.
Extent -- Nonderivative Suits. In case of a
threatened, pending or completed suit, action or proceeding
(whether civil, criminal, administrative or investigative),
other than a suit by or in the right of the Corporation,
together hereafter referred to as a Nonderivative suit,
against a person named in paragraph A by reason of his holding
a position named in paragraph A, the Corporation shall
indemnify him if he satisfied the standard in paragraph E, for
amounts actually and reasonably incurred by him in connection
with the defense or settlement of the nonderivative suit,
including, but not limited to (i) expenses (including
attorneys' fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.
3. Standard-- Nonderivative Suits. In case of a nonderivative
suit, a person named in paragraph A shall be indemnified only if:
he is successful on the merits or otherwise; or
(1) he acted in good faith in the transaction which is
the subject of the nonderivative suit and in a manner
he reasonably believed to be in, or not opposed to,
the best interests of the Corporation, including, but
not limited to, the taking of any and all actions in
connection with the Corporation's response to any
tender offer or any offer or proposal of another
party to engage in a Business Combination not
approved by the Board of Directors and, with respect
to any criminal actions or proceeding, he had no
reasonable cause to believe his conduct was unlawful.
The termination of a nonderivative suit by judgment,
order, settlement, conviction, or upon a plea of no
lo contendere or its equivalent shall not, in itself,
create a presumption that the person failed to
satisfy the standard of this subparagraph E(2).
Determination That Standard Has Been Met. A
determination that the standard of paragraph C or E has been
satisfied may be made by a court, or, except as stated in
subparagraph C(2) (second sentence), the determination may be
made by:
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(0) the Board of Directors by a majority vote of a
quorum consisting of directors of the Corporation
who were not parties to the action, suit or
proceeding; or
independent legal counsel (appointed by a majority of the
disinterested directors of the Corporation, whether or not
a quorum) in a written opinion; or
(1) the stockholders of the Corporation.
Proration. Anyone making a determination under
paragraph F may determine that a person has met the standard
as to some matters but not as to others, and may reasonably
prorate amounts to be indemnified.
5. Advance Payment. The Corporation shall pay in advance any expenses
(including attorneys' fees) which may become subject to indemnification under
paragraphs A through G if:
the Board of Directors authorizes the specific payment; and
(1) the person receiving the payment undertakes in
writing to repay the same if it is ultimately
determined that he is not entitled to indemnification
by the Corporation under paragraphs A through G.
Nonexclusive. The indemnification and advance payment
of expenses provided by paragraphs A through H shall not be
exclusive of any other rights to which a person may be
entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
6. Continuation. The indemnification provided by this Article X shall
be deemed to be a contract between the Corporation and the persons entitled to
indemnification thereunder, and any repeal or modification of this Article X
shall not affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon any such state
of facts. The indemnification and advance payment provided by paragraphs A
through H shall continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to his heirs, executors and administrators.
Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held
any position named in paragraph A, against any liability
incurred by him in any such position, or arising out of his
status as such, whether or not the Corporation would have
power to indemnify him against such liability under paragraphs
A through H.
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7. Intention and Savings Clause. It is the intention of this Article X
to provide for indemnification to the fullest extent permitted by the General
Corporation Law of the State of Delaware, and this Article X shall be
interpreted accordingly. If this Article X or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settle with respect to
any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article X that shall not
have been invalidated and to the full extent permitted by applicable law. If the
General Corporation Law of the State of Delaware is amended, or other Delaware
law is enacted, to permit further or additional indemnification of the persons
defined in this Article X A, then the indemnification of such persons shall be
to the fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended, or such other Delaware law.
Article XI of the Company's Amended and Restated Articles of
Incorporation sets forth the limitations on directors" liability as follows:
"A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except: (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions that are not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware, or
(iv) for any transaction from which the director derived any improper
personal benefit. If the General Corporation Law of the State of
Delaware or other Delaware law is amended or enacted after the date of
filing of this Certificate to further eliminate or limit the personal
liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as
amended, or such other Delaware law. Any repeal or modification of the
foregoing paragraph by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification."
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid 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
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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.
The above indemnification provisions notwithstanding, the Company is
aware that insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as express in the act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not Applicable.
ITEM 8. EXHIBITS
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Exhibit Description
------- -----------
4 Instruments defining the rights of security holders, including
indentures.
4.1 Amendment No. 1 to Puradyn Filter Technologies, Incorporated
1999 Stock Option Plan*
5 Opinion of Atlas Pearlman, P.A. as to the validity of the shares being
registered*
23. Consents of experts and counsel.
23.1 Consent of Independent Certified Public Accountants*
23.2 Consent of Atlas Pearlman, P.A. (included as part of Exhibit
5).
*Filed herewith.
ITEM 9. UNDERTAKINGS
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) 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.
Provided, however, that paragraph (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post- effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
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Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid 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.
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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
of 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 Boynton Beach and the State of Florida, on the 4th
day of October, 2000.
PURADYN FILTER TECHNOLOGIES, INC.
By: /s/ RICHARD C. FORD
--------------------
Richard C. Ford
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ RICHARD C. FORD Principal Executive Officer and October 4, 2000
---------------------------------- Director
Richard D. Ford
---------------------------------- Chairman of the Board ---------------------
Joseph V. Vittoria
/s/ALAN J. SANDLER Chief Financial Officer/ October 4, 2000
---------------------------------- and Principal Financial
Alan J. Sandler and Accounting Officer
and Director
/s/OTTAVIO SERENA LAPIGIO Director October 4, 2000
----------------------------------
Ottavio Serena Lapigio
/s/PETER STEPHAICH Director October 4, 2000
----------------------------------
Peter Stephaich
</TABLE>
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EXHIBIT INDEX
PURADYN FILTER TECHNOLOGIES, INCORPORATED
-----------------------------------------
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amendment No. 1 to Puradyn Filter Technologies, Inc. 1999
Stock Option Plan, as Amended
5 Opinion of Atlas Pearlman, P.A. as to the validity of the
shares being registered*
23.1 Consent of Independent Certified Public Accountants*
23.2 Consent of Atlas Pearlman, P.A. (included as part of
Exhibit 5).
