<PAGE> 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.
301 Yamato Road, Suite 1200
Boca Raton, FL 33431
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
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
- ---------- -------------- --------------- -------------- ------------
<S> <C> <C> <C> <C>
NO PAR 1,645,000(1) $0.32(2) $526,400.00 $146.34
</TABLE>
- -----------------
(1) Represents shares issued pursuant to consulting agreements for continued
services by officers, attorneys, 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 April 16, 1999.
<PAGE> 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 one million six hundred forty-five
thousand shares (1,645,000) 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.
(d) All documents subsequently filed by the Registrant pursuant to the
<PAGE> 4
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 15,600,000 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:
See Exhibits in Exhibit Index following the Signature Page
hereof.
Item 9. Undertakings:
<PAGE> 5
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.
<PAGE> 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 30th day of April, 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
April 30, 1999
AQUA CLARA BOTTLING AND DISTRIBUTION, INC.
/s/ John C. Plunkett
------------------------------------------
By: John C. Plunkett
Title: President, Chief Executive Officer
and Director
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER ITEM
- -------------- ----
<S> <C>
5 Opinion regarding legality
23 Letter on audited financial information
(consent of accountants)
</TABLE>
<PAGE> 1
EXHIBIT 5
L. VAN STILLMAN, P.A. 301 Yamato Road, Suite 1200
Attorney-At-Law Boca Raton, Florida 33431
(561) 989-8400
April 19, 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 1,645,000
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 1,645,000 shares of common stock to be issued,
will, upon receipt of full payment, issuance and delivery in accordance with
the terms of the agreements
<PAGE> 2
BOARD OF DIRECTORS
AQUA CLARA BOTTLING AND DISTRIBUTION, INC.
RE: REGISTRATION STATEMENT ON FORM S-8
PAGE 2
- -------------------------------------------------------------------------------
covered by such 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
<PAGE> 1
Exhibit 23
(Pender Newkirk & Company -- Certified Public Accountants Letterhead)
Consent of Independent Certified Public Accountant
We have previously issued our report, accompanying the financial statements,
incorporated herein by reference of the Registrant and its previously filed
Form SB-2 Registration Statement. Our report covered the financial position of
Aqua Clara Bottling & 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 in conformity with generally accepted accounting
principals. 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
April 26, 1999
