<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 1997
REGISTRATION NO. 333-16247
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
PURO WATER GROUP, INC.
(Name of small business issuer in its charter)
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<S> <C> <C>
DELAWARE 5149 11-325396-8
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification
Organization) Number)
</TABLE>
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56-45 58TH STREET
MASPETH, NEW YORK 11378
(718) 326-7000
(Address and telephone number of Principal Executive Offices)
MR. JACK C. WEST
PURO WATER GROUP, INC.
56-45 58TH STREET
MASPETH, NEW YORK 11378
(718) 326-7000
(Name, address, and telephone number of Agent for Service)
------------------------------
COPIES OF COMMUNICATIONS TO:
DUANE L. BERLIN, ESQ. STEPHEN IRWIN, ESQ.
ERIC J. DALE, ESQ. JEFFREY S. SPINDLER, ESQ.
Lev, Berlin & Dale, P.C. Olshan Grundman Frome & Rosenzweig LLP
535 Connecticut Avenue 505 Park Avenue
Norwalk, Connecticut 06854 New York, New York 10022
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This amendment is being filed to correct Exhibits 5.1 and 23.2 of Amendment
No. 2 to the Registration Statement of Puro Water Group, Inc. filed on February
4, 1997.
<PAGE>
PURO WATER GROUP, INC.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law ("Section 145")
authorizes a court to award or a corporation's Board of Directors to grant
indemnification to directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article 7 of the Company's Certificate of
Incorporation provides 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 for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit." This provisions does not
eliminate a director's fiduciary duty, and in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject to liability for breach of the director's duty of loyalty to the
Company for acts and omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provisions also do not affect a director's responsibilities under any other law,
such as the federal securities laws or state or federal environmental laws. In
addition, the Company has obtained liability insurance for its officers and
directors.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses (other than underwriting
discounts and commissions) which will be paid by the Registrant in connection
with the issuance and distribution of the securities being registered. With the
exception of the SEC registration fee and the NASD filing fee, all amounts shown
are estimates.
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<CAPTION>
SEC registration fee........................................... $ 3,377.08
<S> <C>
NASD filing fee................................................ 1,614.44
American Stock Exchange listing expenses....................... 25,000.00
Blue Sky fees and expenses (including legal and filing fees)... 5,000.00
Printing expenses (other than stock certificates).............. 150,000.00
Printing and engraving of stock certificates................... 3,500.00
Transfer and Registrar fees and expenses....................... 1,500.00
Accounting fees and expenses................................... 240,000.00
Legal fees and expenses (other than Blue Sky).................. 110,000.00
Miscellaneous expenses......................................... 7,008.48
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Total.......................................................... $547,000.00
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----------
</TABLE>
II-1
<PAGE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
In the last three years, the Company has issued and sold the following
securities (as adjusted to reflect a 3.2 to 1 stock split effected as of April
29, 1996 and a .4928 to 1 stock split to be effected prior to the effectiveness
hereof):
1. On January 28, 1994, the Company issued to (i) The Trust Under Article 16
of the Will of W. Palmer Dixon for the benefit of Peter T. Dixon 378,470 shares
of common stock, (ii) The Trust Under Article 16 of the Will of W. Palmer Dixon
for the benefit of Palmer Dixon 378,470 shares of common stock; (iii) Scott and
Beth Levy 425,779 shares of common stock, and (iv) Jack West 394,240 shares of
common voting stock. No underwriter was used for these transactions. The
foregoing transaction was exempt from registration under the Act based upon
section 4(2) thereof and Rule 152.
2. On October 16, 1995, the Company issued to (i) The Trust Under Article 16
of the Will of W. Palmer Dixon for the benefit of Peter T. Dixon 98,560 shares
of common stock; (ii) The Trust Under Article 16 of the Will of W. Palmer Dixon
for the benefit of Palmer Dixon 19,712 shares of common stock; (iii) Peter T.
Dixon 78,848 shares of common stock. The consideration for this issuance was One
Million Dollars ($1,000,000). No underwriter was used for these transactions.
The foregoing transation was exempt from registration under the Act based upon
section 4(2) thereof and Rule 152.
3. On December 29, 1995, the Company issued to Thomas Limited Partnership
197,120 shares of common stock. The consideration for this issuance was One
Million Dollars ($1,000,000). No underwriter was used for this transaction. The
foregoing transaction was exempt from registration under the Act based upon
section 4(2) thereof and Rule 152.
4. On May 1, 1996, the Company issued to Edberg Associates Limited
Partnership 98,568 shares of common stock. The consideration for this issuance
was Five Hundred Thousand Dollars ($500,000). No underwriter was used for this
transaction. The foregoing transaction was exempt from registration under the
Act based upon section 4(2) thereof and Rule 152.
5. On October 1, 1996, the Company issued to (i) The Trust Under Article 16
of the Will of W. Palmer Dixon for the benefit of Peter T. Dixon 28,430 shares
of common stock; and (ii) The Trust Under Article 16 of the Will of W. Palmer
Dixon for the benefit of Palmer Dixon 28,430 shares of common stock, each
issuance being pursuant to the exercise of Warrants issued on January 28, 1994.
The aggregate consideration for this issuance was One Thousand Dollars ($1,000).
No underwriter was used for these transactions. The foregoing transaction was
exempt from registration under the Act based upon section 4(2) thereof and Rule
152.
II-2
<PAGE>
ITEM 27. EXHIBITS AND FINANCIAL DATA SCHEDULES
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
1.1. Form of Underwriting Agreement between the Company, Laidlaw Equities, Inc. and Gilford Securities
Incorporated.
1.2 Form of Selected Dealer Agreement.
3.1 Certificate of Incorporation of the Company, as amended.
3.2 Amended and Restated By-laws of the Company.
4.1 Specimen Certificate of the Company's Common Stock.
4.2 Form of Underwriter's Common Stock Purchase Warrant.
4.3 1996 Stock Option Plan.
4.4 Stockholders Agreement dated January 28, 1994, as amended by First Amendment to Stockholders
Agreement dated as of October 16, 1995, Second Amendment to Stockholders Agreement dated as of
December 29, 1995, Third Amendment to Stockholders Agreement dated as of May 1, 1996, and Fourth
Amendment to Stockholders Agreement dated as of November 11, 1996.
*5.1 Opinion of Lev, Berlin & Dale, P.C.
10.1 Asset Purchase Agreement between the Company and Glenn Downing, Gary Downing and Downmorr Water
Corporation dated August 26, 1995.
10.2 Amendment to Asset Purchase Agreement by Glenn Downing and Gary Downing dated November 12, 1996.
10.3 Asset Purchase Agreement between the Company and Kenneth Gelber and Bark Water Company Ltd. d/b/a/
Nature's Way dated January 30, 1995.
10.4 Amendment to Asset Purchase Agreement by Kenneth Gelber and Bark Water Company Ltd. dated November
12, 1996.
10.5 Asset Purchase Agreement between the Company and Edward and Rita Worfler and National Ozone Water
Corp. dated April 28, 1995.
10.6 Asset Purchase Agreement between the Company and Peter Nicholas, Anthony Bonventure and Nature's
Best Water Company, Inc. dated April 28, 1995.
10.7 Waiver of right to convert debt issued in connection with the Asset Purchase Agreement by Nature's
Best Water Company, Inc. dated November 8, 1996.
10.8 Asset Purchase Agreement between the Company and Waters Filter & Cooler, Inc. and Transition
Agreement between Alan Waters and the Company, each dated October 31, 1995, as amended pursuant
to Amendment dated March 29, 1996, as revised pursuant to Revision dated May 23, 1996.
10.9 Asset Purchase Agreement between the Company and Rainbow Coffee Service Inc. d/b/a/ Rainbow Water
Service dated October 31, 1995, as amended by Amendment dated March 29, 1996.
10.10 Asset Purchase Agreement between the Company and Mountainwood Spring Water Co., Inc. and White
Mountain Co., Inc. dated as of June 30, 1995.
10.11 Waiver of option granted in connection with the Asset Purchase Agreement by Mountainwood Spring
Water Co., Inc. and White Mountain Co., Inc. dated November 7, 1996.
10.12 Asset Purchase Agreement between the Company and Robert Brundage, Lyle Brundage and Electrified
Companies, Inc. dated January 31, 1996.
10.13 Net Lease, dated January 31, 1996, between the Company and R&L Properties Company covering premises
in East Orange, New Jersey.
10.14 Employment Agreement between the Company and Jack West dated as of November 1, 1996.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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10.15 Employment Agreement between the Company and Scott Levy dated as of November 1, 1996.
<C> <S>
10.16 Employment Agreement between the Company and James Botti dated as of November 1, 1996.
10.17 Lease, dated October 9, 1995, between the Company and Stabal Realty Corp. covering 76-78 Mall
Drive, Commack, Long Island, New York facility, as modified by Lease Modification dated February
15, 1996.
10.18 Balloon Mortgage on the Maspeth, New York facility dated May 24, 1988, with Bond and Extension and
Consolidation Agreement of same date.
10.19 Supply Agreement dated June 27, 1996 between the Company and Mountainwood Spring Water Co., Inc.
10.20 Long-term Supply Agreement dated June 13, 1996 between the Company and Shawangunk Bulk Springwater
Corp.
10.21 Stock Purchase Agreement dated as of December 29, 1995 between the Company and Thomas Limited
Partnership.
10.22 Stock Purchase Agreement dated as of May 1, 1996 between the Company and Edberg Associates Limited
Partnership.
10.23 Stock Purchase Agreement dated as of October 16, 1995 between the Company and Peter T. Dixon and
the Trust under Article 16 of the Will of W. Palmer Dixon for the benefit of Peter and Palmer
Dixon.
10.24 Registration Rights Agreement dated as of December 29, 1995 between the Company and Thomas Limited
Partnership.
10.25 Registration Rights Agreement dated as of May 1, 1996 between the Company and Edberg Associates
Limited Partnership.
10.26 Registration Rights Agreement dated as of October 16, 1995 between the Company and Peter T. Dixon
and the Trusts Under Article 16 of the Will of W. Palmer Dixon for the benefit of Peter and
Palmer Dixon.
10.27 Registration Rights Agreement dated January 28, 1994 between the Company and the Trusts Under
Article 16 of the Will of W. Palmer Dixon for the benefit of Peter and Palmer Dixon.
10.28 Registration Rights Agreement dated January 28, 1994 between the Company and Jack C. West and Scott
and Beth Levy.
10.29 Master Note in principal amount of $2 million with European American Bank dated September 13, 1996.
10.30 Commercial Note in the original principal amount of $1.5 million with European American Bank dated
September 13, 1996.
10.31 General Security Agreement with European American Bank dated July 31, 1996.
10.32 Agreement of Subordination and Assignment dated as of January 31, 1996 between the Trusts under
Article 16 of the Will of W. Palmer Dixon for the benefit of Peter T. Dixon and Palmer Dixon, and
the Company in favor of European American Bank.
10.33 Pledge Agreement dated January 31, 1996 between the Trusts under the Will of W. Palmer Dixon for
the benefit of Peter T. Dixon and Palmer Dixon in favor of European American Bank.
10.34 Guaranty of All Liability dated as of February 5, 1996, by Peter T. Dixon in favor of European
American Bank.
10.35 Secured Note in original principal amount of $250,000 dated January 28, 1994 in favor of the Trusts
under Article 16 of the Will of W. Palmer Dixon for the benefit of Peter T. Dixon and Palmer
Dixon.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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10.36 Standby Secured Note in orginal principal amount of $50,000 dated January 28, 1994 in favor of the
Trusts under Article 16 of the Will of W. Palmer Dixon for the benefit of Peter T. Dixon and
Palmer Dixon.
<C> <S>
10.37 Letter of Credit in the amount of $500,000 with European American Bank dated June 27, 1996.
10.38 Letter of Credit in the amount of $4,000,000 with European American Bank dated January 31, 1996.
10.39 Consulting Agreement between the Company and Peter T. Dixon dated January 28, 1994.
10.40 Waiver of Transaction Fee by Peter T. Dixon dated November 14, 1996.
10.41 Option to Purchase Common Stock dated November 9, 1996 in favor of Edberg Associates Limited
Partnership.
10.42 Option to Purchase Common Stock dated November 9, 1996 in favor of Peter T. Dixon and the Trusts
under Article 16 of the Will of W. Palmer Dixon for the benefit of Peter T. Dixon and Palmer
Dixon.
10.43 Option to Purchase Common Stock dated November 9, 1996 in favor of Peter T. Dixon and the Trusts
under Article 16 of the Will of W. Palmer Dixon for the benefit of Peter T. Dixon and Palmer
Dixon.
11.1 Supplemental Earnings Per Share Computation.
23.1 Consent of Lev, Berlin & Dale, P.C.
*23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Dr. Stephen C. Edberg.
23.4 Consent of Leonard D. Rosinski.
24.1 Powers of Attorney (included on the signature page to this Registration Statement).
27.1 Financial Data Schedule.
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* Filed herewith.
ITEM 28. UNDERTAKINGS
The Company hereby undertakes that it will: 1. file, during any period in
which it offers or sells securities, a post-effective amendment to this
Registration Statement to:
(i) include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information on the registration
statement; and 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 the volume and price represent no more than a Twenty Percent (20%)
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) include any additional or changed material information on the plan of
distribution. 2. for determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering. 3. file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering. 4. provide
to the underwriter at the closing specified in the underwriting agreement
certificates in such denominations and registered names as required by the
underwriter to permit prompt delivery to each purchaser.
II-5
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation or the By-laws of the Company, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for such indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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
offered hereunder, the Company 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The Company hereby undertakes that it will:
(i) for determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Company pursuant to Rule 424(b)(i), or (4) or 497(h)
under the Securities Act as part of this registration statement as of the time
it was declared effective;
(ii) for determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in that registration
statement, and that offering such securities at that time as the initial bona
fide offering of these securities; and
(iii) provide to the Underwriter at the closing of the Offering certificates
in such denominations and registered in such names as required by the
Underwriter to permit prompt delivery to each purchaser.
II-6
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form SB-2 and authorized this
Amendment No. 3 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 5th day of February 1997.
PURO WATER GROUP, INC.
By: *
------------------------------------------
Jack C. West
President
By: /s/ SCOTT LEVY
------------------------------------------
Scott Levy
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, as
amended, Amendment No. 3 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
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<CAPTION>
SIGNATURE NAME AND TITLE DATE
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<S> <C> <C>
* President and Director (principal executive
---------------------------------- officer) February 5, 1997
Jack C. West
/s/ SCOTT LEVY
---------------------------------- Chief Executive Officer and Director February 5, 1997
Scott Levy
*
---------------------------------- Chairman of the Board February 5, 1997
Peter T. Dixon
* Chief Financial Officer (principal financial
---------------------------------- and accounting officer) February 5, 1997
James G. Botti
*
---------------------------------- Director February 5, 1997
Wilmer J. Thomas
*By: /s/ SCOTT LEVY
--------------------------------
Scott Levy
ATTORNEY-IN-FACT
</TABLE>
II-7
<PAGE>
Exhibit 5.1
February 4, 1997
Puro Water Group, Inc.
56-45 58th Street
Maspeth, New York 11378
Re: Registration Statement on Form SB-2
SEC File No. 333-16247
-----------------------------------
Gentlemen:
At your request, we have examined the Registration Statement on Form SB-2
of Puro Water Group, Inc. (the "Company") filed by you with the Securities and
Exchange Commission ("SEC") on this date (Registration No. 333-16247), including
exhibits and amendments thereto (the "Registration Statement") in connection
with the registration under the Securities Act of 1933, as amended, of 1,350,000
shares of common stock of the Company, par value $.0063 per share (the
"Shares"), all of which are authorized but heretofore unissued (following
proposed stock split which shall be effected prior to the consummation of the
instant offering) and an over-allotment option for 202,500 Shares held by the
underwriters which will be purchased from the Company. The Shares are to be
sold to the underwriters for resale to the public as described in the
Registration Statement and pursuant to the Underwriting Agreement filed as an
exhibit thereto. As your counsel, we have examined the proceedings proposed to
be taken in connection with said sale and issuance of the Shares.
For purposes of this opinion, we have examined such matters of law and
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we have deemed
necessary. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as certified,
photostatic or conformed copies, and the authenticity of originals of all such
latter documents. We have also assumed the due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof. We have relied upon certificates of public officials and
certificates of officers of the Company for the accuracy of material factual
matters contained therein which were not independently established.
<PAGE>
Puro Water Group, Inc.
February 4, 1997
Page Two
Based on the foregoing, it is our opinion that the Shares are duly and
validly authorized and, upon the sale and issuance thereof in the manner
referred to in the Registration Statement, and upon payment therefor, will be
legally issued, fully paid and nonassessable.
Very truly yours,
/s/ Lev, Berlin & Dale, P.C.
LEV, BERLIN & DALE, P.C.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports dated May 1, 1996 (except for the matters described in Note 13, as to
which the date is February 4, 1997) and May 1, 1996 and to all references to our
Firm included in or made a part of this registration statement.
/s/ Arthur Andersen LLP
New York, New York
February 4, 1997
