AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION on _________
Registration No.____________
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 or 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 CONWAY, PRESIDENT
WATERCHEF, INC
1007 GLEN COVE AVENUE
GLEN HEAD, NY 11545
(Name and Address of Agent for Service)
(516) 656 0059
(Telephone Number, Including Area Code, of Agent for Service)
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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 (1)
--------------------------------------------------------------------------------
Common 793,360 $0.1970 $156,360 $43.47
Stock $.001
Par Value
--------------------------------------------------------------------------------
TOTAL $43.47
================================================================================
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 I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The documents containing the terms of consulting and registrant's product
advertising services has been approved by the Registrant's officer and the Board
of Directors and are 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 10K-SB for the year ended
December 31, 1999.
(b) The Registrant's 10Q-SB for the quarter ending March 31, 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.
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ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
As permitted by the Delaware General Corporation Law ("DGCL"), a
corporation shall, to the fullest extent permitted by the DGCL, indemnify any
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 May 31, 2000
5. Opinion of Beckman, Millman & Sanders LLP., special counsel for
the Company, dated June 9, 2000 relating to the issuance of the
Shares and that the Shares are being registered pursuant to the
Registration Statement.
24.2 Consent of Feldman, Sherb, Horowitz P.C. to utilize independent
auditor's report dated April 6,2000.
Item 9. Undertakings
(1) The undersigned Registrant hereby undertakes:
(a) 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;
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(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) 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 un-force able. 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 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 expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the Requirements of the Securities Act of 1933, as amended, the
Registrant 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 City of Glen Head, State of New York on this 24 th day of
May, 2000.
WaterChef, Inc.
/ s / David Conway
---------------------------
David 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.
TITLE DATE
/ s / David Conway President May 24, 2000
---------------------- Chairman of the Board of Directors
David Conway
/s/ Martin Clare
---------------------- Director May 24, 2000
Martin Clare
/s/ Henry A. Schwartz Director May 24, 2000
----------------------
Henry A. Schwartz
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Exhibit 5
June 9, 2000
Waterchef, Inc.
1007 Glen Cove Avenue
Glen Head, New York 11545
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Waterchef, Inc. ("Company") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act")
relating to an aggregate of 793,360 shares of the Common Stock of the Company,
par value $.001 per share (the "Shares") to be issued to the individuals named
in a Consent of the Company's Board of Directors dated May 31, 2000, copy of
which is annexed hereto.
As special counsel for the Company, we have examined such corporate
records, documents and such question of law as we have considered necessary or
appropriate for purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares and
that the Shares being registered pursuant to the Registration Statement, when
issued will be duly authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Cordially,
Beckman, Millman & Sanders, LLP
BY: /S/ STEVEN A. SANDERS
---------------------
Steven A. Sanders
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Water Chef, Inc. on Form S-8 of our report dated April 6, 2000, which was
included in Water Chef, Inc's. Form 10-KSB for the year ended December 31, 1999
/s/ Feldman Sherb Horowitz & Co., P.C.
----------------------------------
Feldman Sherb Horowitz & Co., P.C.
Certified Public Accountants
New York, New York
June 13, 2000
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Water Chef, Inc.
A Delaware Corporation
Resolutions Adopted By
Unanimous Written Consent of
Water Chef's Board Of Directors
--------------------------------------------------------------------------------
The undersigned being all the Directors of Water Chef, Inc. (the "Corporation")
hereby consent to the following action and adopt the following recitals and
resolution effective as of May 31, 2000.
Whereas the Board of Directors has determined that it is in the best
interests of the Corporation and its stockholders to adopt the following
resolutions:
Pursuant to the Consulting agreement by and between Water Chef, Inc. and
Civilization Communications, Inc. entered into November 1, 1999, be it Resolved
that the Corporation issue 500,000 shares of common stock to the natural persons
listed below as full payment in lieu of cash for marketing and general business
consulting services performed, and that the shares to be issued be submitted for
registration on Form S-8 to be filed with the Securities and Exchange
Commission:
Henry Schwartz 3 certificates: 2 for 83,333 shares and 1 for 83,334 shares.
15 Kalmia Lane
Valley Stream, NY
SS#: ###-##-####
Martin Clare 3 certificates: 2 for 83,333 shares and 1 for 83,334 shares.
74 Meadow Road
Inwood, NY 11096
SS#: ###-##-####
And be it Further Resolved that 200,000 shares of the Company's common
stock be issued, in the amounts enumerated, to the natural persons listed below
in full compensation in lieu of cash, for creative, design, marketing
communication and advertising services performed for the benefit of the
Corporation, and that such shares be submitted for registration on Form S-8 to
be filed with the Securities and Exchange Commission:
Rick Bodamer 2 certificates: each for 25,000 shares
45 Grandview Drive
Blue Point, NY 11715
SS#: ###-##-####
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Lou Lopriore 2 certificates: each for 25,000 shares
95 Gem Lane
Massapequa Park, NY 11762
SS#: ###-##-####
Bill Whelan 2 certificates: each for 16,667 shares
104 Baldwin Avenue
Point Lookout, NY 11569
SS#: ###-##-####
Ellen Berger 2 certificates: each for 33,333 shares
c/o Financial Telecom
33 West Hawthorne Avenue
Valley Stream, NY
SS#: ###-##-####
And, be it Further Resolved that 30,000 shares be issued to Ron Harmon as
compensation in lieu of cash for relocation consulting services, and 16,220
shares and 47,140 shares be issued to Michael Rosenberg and James Mathena
respectively for marketing consulting services performed, such shares to be
submitted for registration on Form S-8 to be filed with the Securities and
Exchange Commission:
Ron Harmon 1 certificate: 30,000 shares
c/o BIG Equipment Co.
4040 1st Street West
Havre, MT 59501
Michael Rosenberg 1 certificate: 16,220 shares
35 Strawberry Lane
Roslyn Heights, NY 11577
James Mathena 1 certificate: 47,140 shares
5137 East Grandview Road
Scottsdale, AZ 85254
SS#: ###-##-####
The undersigned direct that this consent be filed with the minutes of the
proceedings of the Board of Directors of the Corporation.
By: /s/ David A. Conway
David A. Conway
Page -8-
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By: /s/ Martin Clare
Martin Clare
By: /s/ Richard P. Farkas
Richard P. Farkas
By: /s/ Henry Schwartz
Henry Schwartz
By: /s/ Marshal Sterman
Marshall Sterman
Page -9-
