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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE HYDROGIENE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Florida 91-1853701
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
12335 World Trade Drive, Suite 8
San Diego, California 92128
(Address of Principal Executive Offices)
Consulting Agreement of Michael N. Brette
(Full title of the plan)
Consulting Agreement of Henry Lloyd
(Full title of the plan)
Consulting Agreement of Hanover Federal Capital Corporation
(Full title of the plan)
Charles Kallmann, Chief Executive Officer
12335 World Trade Drive, Suite 8, San Diego, California 92128
(Name and address of agent for service)
(858) 675-8033
(Telephone number, including area code, of agent for service)
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Copies to:
Jeffrey A. Rinde, Esq.
Bondy & Schloss LLP
6 East 43rd Street, 25th Floor
New York, New York 10017
Phone: (212) 661-3535
Fax: (212)972-1677
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CALCULATION OF REGISTRATION FEE
<TABLE>
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Title of Proposed Proposed
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, 3,000,000 $.73 $2,190,000 $ 578.16 (2)
par value $.0001 shares (1)
per share
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Common Stock, 3,000,000 $.73 $2,190,000 $ 578.16 (4)
par value $.0001 shares (3)
per share
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Common Stock, 1,471,674 $.73 $1,074,322 $ 283.62 (6)
par value $.0001 shares (5)
per share
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TOTAL 7,471,674 $5,454,322 $1,439.94
shares
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(1) Issuable upon exercise of an option granted to Michael N. Brette exercisable
at fifteen percent (15%) of the bid price of the stock on the date the option is
exercised.
(2) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Act"), based upon the average of the bid and asked price as of
June 13, 2000.
(3) Common Stock issued to Joseph Cerbone, George Grosek, John Bailey and Norman
Arikawa in consideration for becoming a Director of the Registrant.
(4) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Act"), based upon the average of the bid and asked price as of
June 13, 2000.
(5) Common Stock issued to Henry Lloyd and Bruce Barren of Hanover Federal
Capital Corporation as compensation for services rendered pursuant to their
consulting agreements.
(6) Calculated pursuant to Rule 457(c) under the Act based upon the average of
the bid and asked price as of June 13, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information specified in this Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in the
registration statement in Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Act.
This Registration Statement on Form S-8 (the "Registration Statement")
of The Hydrogiene Corporation, a Florida corporation, (the "Registrant") cover
7,471,674 shares of the Registrant's common stock, par value $.0001 per share
("Common Stock"), which includes 3,000,000 shares reserved for issuance upon the
exercise of an option.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) Annual Report on Form 10-KSB filed on April 14, 2000.
(b)(i) Current Report on Form 8-K filed on December 14, 1999.
(ii) Current Report on Form 8-K/A filed on March 1, 2000.
(iii) Current Report on Form 8-K/A filed on March 6, 2000.
(iv) Quarterly Report on Form 10-QSB filed on May 22, 2000.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities registered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
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modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
The Registrant's authorized capital stock consists of 250,000,000
shares of Common Stock, $.0001 par value, of which 61,963,944 shares are issued
and outstanding.
Subject to the rights of the holders of any series of preferred stock,
the holders of Common Stock are entitled to receive dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion from
funds legally available therefor. Upon liquidation or dissolution of the
Registrant, the holders of Common Stock are entitled to receive a pro rata share
of all assets available for distribution to stockholders after payment of all
obligations of the Registrant including dividends and preferences attributed to
any series of preferred stock. The shares of Common Stock have no cumulative
voting rights or preemptive or other subscription rights and there are no
conversion rights or redemption provisions with respect to such shares. The
shares of Common Stock presently outstanding are validly issued, fully paid and
non-assessable. Authorized Common Stock may be issued at any time and from time
to time, in such amounts, and for such consideration as may be fixed by the
Board of Directors of the Registrant.
Item 5. Interests of Named Experts and Counsel.
Bondy & Schloss LLP serves as general counsel to the Registrant and
currently owns 325,000 shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
The Florida General Corporation Act (the "FGCA"), in general, allows
corporations to indemnify their directors and officers against expenses actual
and reasonable incurred in connection with a proceeding, if the person acted in
good faith and in a manner the person reasonably believed to be in, or not
opposed to, the best interests of the corporation. In the case of a criminal
action or proceeding, the director or officer must have had no reasonable cause
to believe that the person's conduct was unlawful. The FGCA also provides that
indemnification is not exclusive, and a corporation may make any further
indemnification under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, however no indemnification shall be made
to or on behalf of any director or officer if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action and constitute (a) a violation of the criminal law, unless
the director or officer had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful; (b) a
transaction from which the director or officer derived an improper personal
benefit; (c) in the case of a director, a circumstance under which the liability
provisions of s.607.144 are applicable; or (d) willful misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the
right of the corporation to procure a judgment in its favor or in a proceeding
by or in the right of a shareholder.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 *Specimen Common Stock Certificate
4.2 **Options issued to Mr. Michael N. Brette dated August 11, 1999.
5.1 **Opinion of Bondy & Schloss LLP as to the legality of the
securities being offered.
23.1 **Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
23.2 **Consent of Weinberg & Company, P.A.
24 Powers of Attorney (included on p. II-4 of this Registration
Statement on Form S-8).
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* Previously filed.
** Filed herewith.
Item 9. Undertakings.
(a) 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 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; (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; and (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.
(b) 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 that is
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incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 Securities 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
Securities 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, 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 San Diego, California on the 20th day of June, 2000.
THE HYDROGIENE CORPORATION
By:
Charles Kallmann, 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 indicated on the 20th day of June, 2000.
Signature Title
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/s/ Charles Kallmann Chief Executive Officer, Chairman
-------------------------- and Director
Charles Kallmann
/s/ John Aguero President and Director
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John Aguero
/s/ Michael N. Brette Vice President and Director
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Michael N. Brette
/s/ Arden E. Roney Director
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Arden E. Roney
/s/ Henry Lloyd Vice President Corporate Development
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Henry Lloyd
/s/ Joseph Cerbone Director
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Joseph Cerbone
/s/ Norman Arikawa Director
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Norman Arikawa
/s/ George Grosek Director
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George Grosek
/s/ John Bailey Director
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John Bailey
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Kallmann, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) of and supplements to
this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed by the following persons in the
capacities indicated on the 20th day of June, 2000.
Signature Title
/s/ Charles Kallmann Chief Executive Officer, Chairman
-------------------------- and Director
Charles Kallmann
/s/ John Aguero President and Director
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John Aguero
/s/ Michael N. Brette Vice President and Director
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Michael N. Brette
/s/ Arden E. Roney Director
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Arden E. Roney
/s/ Henry Lloyd Vice President Corporate Development
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Henry Lloyd
/s/ Joseph Cerbone Director
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Joseph Cerbone
/s/ Norman Arikawa Director
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Norman Arikawa
/s/George Grosek Director
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George Grosek
/s/ John Bailey Director
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John Bailey
