As filed with the Securities and Exchange Commission on February 9, 2000
Registration No. 333-81829
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6 TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BIO-AQUA SYSTEMS, INC.
(Name of Small Business Issuer in its Charter)
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FLORIDA ____ 65-0926223
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Numbers) Identification No.)
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1900 Glades Road, Suite 351
Boca Raton, Florida 33431 1900 Glades Road, Suite 351
(561) 416-8930 Boca Raton, Florida 33431
(Address and Telephone Number of (Address of Principal Place of Business or
Principal Executive Offices) Intended Principal Place of Business)
David Mayer
BIO-AQUA SYSTEMS, INC.
1900 Glades Road, Suite 351
Boca Raton, Florida 33431
(561) 416-8930
(Name, address and telephone number of agent for service)
Copies to:
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Charles B. Pearlman, Esq. Norman R. Miller, Esq.
Brian A. Pearlman, Esq. Wolin, Ridley & Miller, LLP
Atlas, Pearlman, Trop & Borkson, P.A. Dallas, Texas 75201
200 East Las Olas Boulevard, Suite 1900 Telephone (214) 939-4900
Fort Lauderdale, Florida 33301 Facsimile (214) 939-4949
Telephone (954) 763-1200
Facsimile (954) 766-7800
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis under Rule 415 under the Securities Act of 1933, as
amended, check the following box: [X]
If this form is filed to register additional securities for an offering under
Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering: [ ]
If this form is a post-effective amendment filed under Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
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If this form is a post-effective amendment filed under Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made under Rule 434, please
check the following box: [ X ]
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Registered to be Offering Price Aggregate Offering Registration
Registered per Security Price(1) Fee
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Class A Common Stock 1,380,000(2) $5.625 $7,762,500 $2,157.98
- -------------------------------------------- ---------------- ------------------- -------------------- ---------------
Warrants 1,380,000(3) $.125 $172,500 $47.96
- -------------------------------------------- ---------------- ------------------- -------------------- ---------------
Class A Common Stock issuable
upon exercise of the Warrants 1,380,000(4) $7.30 $10,074,000 $2,800.57
- -------------------------------------------- ---------------- ------------------- -------------------- ---------------
Representative's Warrants 120,000(5) $0.001 $120 $.02
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Class A Common Stock 120,000(6) $9.28 $1,113,600 $309.58
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Warrants issuable upon the exercise of the
Representative's Warrants 120,000(7) $.206 $24,720 $6.87
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Class A Common Stock issuable upon the
exercise of the Representative's Warrants 120,000(8) $12.045 $1,445,400 $401.82
- -------------------------------------------- ---------------- ------------------- -------------------- ---------------
TOTAL $20,592,840 $5,724.81(9)
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(1) Estimated solely for purposes of calculating the amount of the registration
fee under Rule 457 under the Securities Act of 1933, as amended.
(2) Includes 180,000 shares of class A voting common stock issuable under the
underwriter's over-allotment option.
(3) Includes 180,000 redeemable common stock purchase warrants issuable under
the over-allotment option.
(4) Represents shares of class A common stock issuable upon exercise of the
warrants registered together with such additional indeterminate number of
shares as may be issued upon exercise of such warrants by reason of the
anti-dilution provisions contained therein.
(5) Includes 120,000 representative's purchase warrants.
(6) Represents shares of class A common stock issuable upon exercise of the
representative's warrants together with such additional indeterminate
number of shares of class A common stock as may be issued upon exercise of
such representative's warrants by reason of the anti-dilution provisions
contained therein.
(7) Represents warrants issuable upon exercise of the representative's
warrants, together with such additional indeterminate number of warrants as
may be issued by reason of the anti-dilution provisions contained in the
registration statement.
(8) Represents shares of class A common stock issuable upon exercise of the
warrants included within the representative's warrants together with such
additional indeterminate number of shares of class A common stock as may be
issued upon exercise of such warrants by reason of the anti-dilution
provisions contained in the registration statement.
(9) Fee has been paid.
The registrant will amend 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 which 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
under Section 8(a), may determine.
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Item 27. Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
1.1 Form of Underwriting Agreement(1)
1.2 Form of Agreement Among Underwriters(1)
1.3 Form of Selected Dealers Agreement(1)
1.4 Lock-Up Agreement (1)
2.1 Stock Exchange Agreement between Flagship Import Export LLC
and Bio-Aqua for the exchange of class B common stock of
Bio-Aqua for shares of Tepual S.A.(1)
2.3 Stock Purchase Agreement between Atik, S.A. and Bio-Aqua for
the purchase of class B common stock (1)
2.4 Stock Purchase Agreement between Bio-Aqua and Atik, S.A. for
the purchase of shares of Tepual S.A.(1)
2.5 Stock Purchase Agreement between Profeed, Inc. and Bio-Aqua
for the acquisition of Profeed, Inc. and the rights to the
Tepual(TM) and Inual(TM) brands and trademarks(1)
3.1 Bio-Aqua's Articles of Incorporation(1)
3.1(a) Articles of Amendment to the Articles of Incorporation of
Bio-Aqua(1)
3.2 Bio-Aqua's Bylaws(1)
4.1 Form of warrant agreement together with the form of warrant
certificate(1)
4.2 Form of representative's warrant agreement together with the
form of representative's purchase warrant certificate(1)
4.3 Form of class A common stock certificate (1)
5.1 Opinion of Atlas, Pearlman, Trop & Borkson, P.A.(1)
10.1 Stock Option Plan(1)
10.2 Association Agreement between Tepual S.A. and Centro de
Estudios Cientificos de Santiago and Implementation Agreement
(1)
10.3 Agreement between Tepual S.A., Centro de Estudios Cientificos
de Santiago and R-Biopharm (1)
10.4 Agreement Between Inual S.A. and R-Biopharm (1)
10.5 Distribution Agreement between Inual S.A. and R-Biopharm (1)
10.6 License Agreement between Tepual S.A. and Biosur S.A.C. (1)
10.7 Marketing Agreement between Tepual S.A. and Biosur S.A. (1)
10.8 Commercial Agreement between Tepual S.A. and Kelor Trading
Ltd. (1)
10.9 Form of Bridge Loan Documents(1)
10.10 Employment Agreement between Tepual S.A. and Max Rutman(1)
10.11 Employment Agreement between Tepual S.A. and Guillermo
Quiroz(1)
10.12 Consulting Agreement between Bio-Aqua and David Mayer(1)
10.13 Recognition of Bank Note with Hemisphere National Bank(1)
10.14 Recognition of Bank Note with Corpbanca(1)
10.15 Recognition of Bank Note with Banco Sud Americano(1)
10.16 Recognition of Bank Note with Banco Santander(1)
10.17 Recognition of Bank Note with Banco do Brasil(1)
10.18 Lease Agreement between Bio-Aqua and Andean Financial
Corporation(1)
10.19 Lease Agreement between Tepual and Kaman Construcciones
Limitada(1)
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10.20 Lease Agreement between Tepual and Don Lindor Ltda.(1)
10.21 Lease Agreement between Tepual and Centrovet Ltda.(1)
10.22 Lease Agreement between Tepual and Turteltaub(1)
21 Subsidiaries of Registrant(1)
23.1 Consent of Atlas, Pearlman, Trop & Borkson, P.A. (to be
included in its opinion filed as Exhibit 5.1)(1)
23.2 Consent of Spear, Safer, Harmon & Co. P.C.(2)
27 Financial Data Schedule(1)
99.3 U.S. Patent Application for PSP Red Tide Detection Kit(1)
99.4 U.S. Patent Application for Red Tide Cleansing System(1)
99.5 Consent of Guillermo Quiroz(1)
99.6 Consent of Nestor Lagos(1)
99.7 Consent of Sergio Vivanco(1)
99.8 Consent of Robert Shuey (1)
- --------------------
(1) Previously filed
(2) Filed herein
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SIGNATURES
In accordance with 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 of filing on Form SB-2 and authorizes this
amendment to be signed on its behalf by the undersigned, in the City of Ft.
Lauderdale, State of Florida, on this 9th day of February, 2000.
Bio-Aqua Systems, Inc.
By: /s/ Max Rutman
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President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
amendment to the registration statement was signed by the following persons in
the capacities and on the dates stated.
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Signatures Title Date
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/s/ Max Rutman President and Chief February 9, 2000
-------------------- Executive Officer and
Max Rutman Director (Principal
Executive Officer)
/s/ Guillermo Quiroz Chief Financial Officer February 9, 2000
------------------- (Principal Financial and
Guillermo Quiroz Accounting Officer)
/s/ David Mayer Director February 9, 2000
-------------------
David Mayer
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CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion in Amendment 6 to Form SB-2 being filed under the
Securities Exchange Act of 1933 by Bio-Aqua Systems, Inc. of our report dated
February 26, 1999, relating to our audits of the combined financial statements
of Bio-Aqua Systems, Inc. as of December 31, 1998 and 1997 and appearing in
Amendment 4 to Form SB-2.
SPEAR, SAFER, HARMON & CO.
Certified Public Accountants
Miami, Florida
February 9, 2000
