<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.
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
<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 3,620,000(1) $.40(2) $1,448,000.00 $402.54
</TABLE>
- --------------------
(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.
<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 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.
<PAGE> 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.
<PAGE> 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.
<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 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
-------------------------------------------------
<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
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
<PAGE> 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
<PAGE> 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
