<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 19, 2000
REGISTRATION NO. 333-45226
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
VERMONT PURE HOLDINGS, LTD
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 2873 03-0366218
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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------------------------
ROUTE 66, P.O. BOX C
CATAMOUNT INDUSTRIAL PARK
RANDOLPH, VERMONT 05060
(802) 728-3600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
TIMOTHY G. FALLON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
VERMONT PURE HOLDINGS, LTD
ROUTE 66, P.O. BOX C
CATAMOUNT INDUSTRIAL PARK
RANDOLPH, VERMONT 05060
(802) 728-3600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPY TO:
DEAN F. HANLEY, ESQ.
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 832-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [x] Registration No. 333-46226
================================================================================
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EXPLANATORY NOTE
The Registrant hereby amends its Registration Statement on Form S-4 (File
No. 333-45226), filed on September 6, 2000 and effective on September 8, 2000
(the "Form S-4"), by filing this Post-Effective Amendment No. 1 to Form S-4 to
replace Exhibit 8.1 (Tax Opinion of Foley, Hoag & Eliot LLP).
The contents of the Form S-4 are incorporated by reference into this
Post-Effective Amendment No. 1.
This Post-Effective Amendment No. 1 shall hereafter become effective in
accordance with the provisions of Section 8(c) of the Securities Act of 1933.
Item 21. Exhibits
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
8.1 Tax Opinion of Foley, Hoag & Eliot LLP
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Post-Effective Amendment No. 1 to the Registration Statement on Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the city of Randolph, state of Vermont, on October 19, 2000.
VERMONT PURE HOLDINGS, LTD.
/s/ Timothy G. Fallon
-----------------------------------------
TIMOTHY G. FALLON
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD OF DIRECTORS
Dated: October 19, 2000
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Timothy G. Fallon, Peter K. Baker, Bruce S.
MacDonald and David Jurasek, or either one of them, and any agent for service
named in this Post-Effective Amendment No. 1 to the Registration Statement and
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and re-substitution, for him in his name, place and stead,
in any and all capacities, to sign any registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended and any and all
post-effective amendments 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 said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agents or any
of them, their, or his or her, substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Timothy G. Fallon
------------------------ Chief Executive Officer October 19, 2000
TIMOTHY G. FALLON and Chairman of the
Board of Directors
/s/ Henry E. Baker
------------------------ Chairman Emeritus and Director October 19, 2000
HENRY E. BAKER
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<TABLE>
<S> <C> <C>
/s/ Bruce S. MacDonald
------------------------ Chief Financial Officer and October 19, 2000
BRUCE S. MACDONALD Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Peter K. Baker
------------------------ President and Director October 19, 2000
PETER K. BAKER
/s/ John B. Baker
------------------------ Executive Vice President October 19, 2000
JOHN B. BAKER
------------------------ Director October __, 2000
PHILIP DAVIDOWITZ
------------------------ Director October __, 2000
ROBERT C. GETCHELL
/s/ David R. Preston
------------------------ Director October 19, 2000
DAVID R. PRESTON
/s/ Ross R. Rapaport
------------------------ Director October 19, 2000
ROSS R. RAPAPORT
/s/ Norman Rickard
------------------------ Director October 19, 2000
NORMAN RICKARD
------------------------ Director October __, 2000
BEAT SCHLAGENHAUF
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