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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)
Employment Agreement of Charles Kallmann
(Full title of the plan)
Retainer Agreement
(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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Maximum Per Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 5,267,942 shares (1) $1.28 $ 6,742,966 $1,780(2)
$.0001 per share
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Common Stock, par value 3,000,000 $0.15 $ 450,000 $ 119(4)
$.0001 per share shares (3)
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Common Stock, par value 500,000 $1.28 $ 640,000(6) $ 169(6)
$.0001 per share shares(5)
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TOTAL $ 7,832,966 $2,068
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</TABLE>
(1) Common Stock issued to Charles Kallmann as compensation for services
rendered pursuant to his employment agreement.
(2) Calculated pursuant to Rule 457(c) under the Securities Act based upon the
average of the bid and asked price as of April 7, 2000.
(3) Issuable upon exercise of an option granted to Charles Kallmann exercisable
at $.15 per share as compensation for services rendered pursuant to his
employment agreement.
(4) Calculated pursuant to Rule 457(h)(1) under the Securities Act based upon
the exercise price for the shares of common stock underlying the option.
(5) Common Stock issued to the Registrant's general counsel for legal services
rendered.
(6) Estimated solely for purposes of calculating the filing fees and calculated
pursuant to Rule 457(c) under the Securities Act based upon the average of
the bid and asked price as of April 7, 2000.
<PAGE>
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
Securities Act.
This Registration Statement on Form S-8 (the "Registration Statement")
of The Hydrogiene Corporation, a Florida corporation, (the "Registrant") cover
8,767,942 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 at $.15 per share.
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:
(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.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of 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 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.
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Item 4. Description of Securities.
The Registrant's authorized capital stock consists of 50,000,000 shares
of Common Stock, $.0001 par value, of which 40,294,221 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 500,000 shares of Common Stock of the Registrant which shares are
being registered herein.
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.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 * Specimen Common Stock Certificate
4.2 Options issued to Mr. Charles Kallmann dated June 14, 1999 and March 29, 2000. To be filed by amendment.
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the securities being offered.
23 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
24 * Powers of Attorney (included on p. II-4 of this Registration Statement).
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* Filed herewith.
</TABLE>
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 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.
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(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.
<PAGE>
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 11 day of April, 2000.
THE HYDROGIENE CORPORATION
By: /s/ Charles Kallmann
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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 11th day of April, 2000.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/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 Brette Vice President and Director
- ---------------------------------------
Michael Brette
/s/ Arden E. Roney Director
- ---------------------------------------
Arden E. Roney
/s/ Henry Lloyd Vice President Corporate Development
- ---------------------------------------
Henry Lloyd
</TABLE>
<PAGE>
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
attorneys-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 11th day of April, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Charles Kallmann Chief Executive Officer, Chairman
- --------------------------------------- and Director
Charles Kallmann
/s/ John Aguero President and Director
- ---------------------------------------
John Aguero
/s/ Michael Brette Vice President and Director
- ---------------------------------------
Michael Brette
/s/ Arden E. Roney Director
- ----------------------------------------
Arden E. Roney
/s/ Henry Lloyd Vice President Corporate Development
- ---------------------------------------
Henry Lloyd
</TABLE>
II-4
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EXHIBIT INDEX
Index and Description of Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 * Specimen Common Stock Certificate
4.2 Option issued to Mr. Charles Kallmann dated June 14, 1999 and March 29, 2000. To be filed by amendment.
5.1 * Opinion of Bondy & Schloss LLP as to the legality of the securities being offered.
23 * Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
24 * Powers of Attorney (included on p. II-4 of this Registration Statement).
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* Filed herewith.
</TABLE>
<PAGE>
NUMBER PAR VALUE $.0001 SHARES
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2495
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The Hidrogiene Corporation
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
COMMON STOCK CUSIP 448884 10 6
SEE RESERVE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
Is the owner of
Fully Paid and Non-Assessable Shares of Common Stock of The Hydrogiene
Corporation, transferable only on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of
this Certificate properly endorsed.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Date
/s/ Charles Kallman /s/ Michael N. Brette, J.D.
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President [SEAL] Secretary
Countersigned:
Florida Atlantic Stock Transfer, Inc.
7130 Nob Hill Road
Tamarac, FL 33321 Transfer agent
<PAGE>
Exhibit 5.1
[Bondy & Schloss LLP Letterhead Logo]
April 11, 2000
The Hydrogiene Corporation
12335 World Trade Drive
Suite 8
San Diego, California 92128
Ladies and Gentlemen:
We have acted as counsel to The Hydrogiene Corporation, a
Florida corporation (the "Company"), in connection with a Registration Statement
on Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the registration of an aggregate 8,767,942 shares (the "Shares") of Common
Stock, $.0001 par value per share, issuable to Charles Kallmann and Bondy &
Schloss LLP, pursuant to agreements with the Company (the "Agreements").
In connection with the foregoing, we have examined originals
or copies, satisfactory to us, of all such corporate records and of all such
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies. As to any facts material
to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion
that, when issued and paid for in accordance with the Agreements, the Shares
will be validly issued, fully paid and non-assessable.
We are members of the bar of the State of New York and are not
licensed or admitted to practice law in any other jurisdiction. Accordingly, we
express no opinion with respect to the laws of any jurisdiction other than the
State of New York and the federal laws of the United States.
<PAGE>
The Hydrogiene Corporation
April __, 2000
Page 2
We hereby consent to the use of our opinion as herein set
forth as an exhibit to the Registration Statement. In giving such consent, we do
not thereby concede that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations thereunder.
Very truly yours,
Bondy & Schloss LLP
/srw
