SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WATERCHEF, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 86-0515678
(State of other jurisdiction (IRS Employer
of Incorporation or Organization Identification number)
1007 GLEN COVE AVENUE, GLEN HEAD, NEW YORK 11545
(Address of Principal Executive Offices, including zip code)
STOCK GRANTS PURSUANT TO
RESOLUTIONS OF THE BOARD OF DIRECTORS
(Full Title of the Plan(s))
DAVID A. CONWAY, PRESIDENT
(Name and Address of Agent for Service)
WATERCHEF, INC.
1007 GLEN COVE AVENUE
GLEN HEAD, NY 11545
(516) 656-0059
(Telephone, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE (1) OFFERING PRICE
--------------------------------------------------------------------------------
Common 1,044,838 $0.05 $52,242 $13.80
Stock $0.001
Par Value
--------------------------------------------------------------------------------
TOTAL $13.80
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Note (1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 475(c) under the Securities Act of 1933, as amended
on the basis of the Registrant's common stock bid price at the time
that compensatory to consultants were paid with the registrant's
common stock in lieu of cash payment.
PART 1
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The document containing the terms of sales consulting services has been approved
by the Registrant's officer and the Board of Directors and is defined in the
Registrant's Board of Directors Resolution. (See Exhibits). In accordance with
the rules and Regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either in part of this Registration Statement or as
Prospectuses or Supplements pursuant to Rule 424 under the Securities Act.
PART II
ITEM 3. INFORMATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (b) below had been filed by
Registrant with the Commission and are incorporated herein by reference.
(a) The registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1999.
(b) The Registrant's 10-QSB for the quarter ending June 20,2000.
(c) All (if any) reports filed by the registrant pursuant to Section 13
(a) and 15 (d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
All documents subsequently filed by the Registrant pursuant to Section 13 (a),
13 (c), 14 and 15 of the Securities Exchange Act of 1934, the "Exchange Act")
prior to the filing of a post-effective amendment which will indicate that all
securities hereby have been sold, or which de-registers securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMES, EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
<PAGE>
As permitted by the Delaware General Corporation Law ("DGCL"), a
corporation shall, to the fullest extent permitted by the DGCL, indemnify and
director, officer, employee or agent against expense (including attorneys'
fees), judgements, fines, and amounts paid in settlement in connection with any
specified threatened, pending or completed action, suit or proceeding, whether
civil criminal, administrative or investigative (other than an action by or in
the right of the corporation) is such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal proceeding, had no reasonable
cause to believe that his or her conduct was unlawful.
Article Eighth of the Registrant's Restated Certificate of
Incorporation amended October 24, 1991 provide for indemnification of directors
and officers of the Registrant to the fullest extent permitted by DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 8. EXHIBITS.
ITEM NO. DESCRIPTION.
4.1 Copy of Resolution of the Board of Directors dated August 21, 2000.
24.2 Consent of Feldman Sherb & Co., P.C. to utilize independent
auditors' report dated April 6, 2000.
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sale are made, a
post-effective amendment of 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;
(b) That for the purpose of determining any liability under the Act,
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 initial bona fide offering
thereof;
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Act, each filing of the registrants
annual report pursuant to Section 13 (a)
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or Section 15 (d) of the Exchange Act that is incorporated by reference in the
Registration Statement 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.
(3) In so far as indemnification for liabilities arising under the
Securities Act may be permitted to directors and officers or 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 therefore may be 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 an action, suit or
proceeding is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, 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 express in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURE
Pursuant to the Requirements of the Securities Act of 1933, as amended,
the Registration certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on S- 8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the Village of Glen Head, State of New York on this day of
November 2, 2000.
WATERCHEF, INC.
-----------------------
By: David A. Conway, President
And Principal Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration Statement has been signed by the following persons in
capacities representing the majority of the Registrant's Board of Directors and
on the dates indicated.
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NAME TITLE DATE
/S/ DAVID A. CONWAY President and Chairman November 2, 2000
------------------------ of the Board of Directors
David A. Conway
/S/ MARTIN CLARE Director November 2, 2000
----------------
Martin Clare
/S/ RICHARD P. FARKAS Director November 2, 2000
---------------------
Richard P. Farkas
/S/ HENRY SCHWARTZ Director November 2, 2000
------------------
Henry Schwartz
/S/ MARSHALL STERMAN Director November 2, 2000
--------------------
Marshall Sterman
EXHIBIT INDEX
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EXHIBIT DESCRIPTION
4.1. Copy of Resolution of the Board of Directors dated August 21, 2000
24.1 Consent of Feldman Sherb and Co., P.C. to utilize independent
auditors' report dated April 6, 2000.
