Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
Aqua Clara Bottling and Distribution, Inc.
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(Exact name of Registrant as specified in its charter)
Colorado 84-1352529
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1315 Cleveland Street
Clearwater, Florida 33755
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(Address of principal executive offices) (Zip Code)
Compensation and Consulting Agreements
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(full name of the plans)
John C. Plunkett
1315 Cleveland Street
Clearwater, FL 33755
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(Name and address of agent for services)
(727) 446-2999
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(Telephone number, including area code, of agent for service)
COPY TO:
L. Van Stillman, Esq.
Law Office of L. Van Stillman, P.A.
1177 George Bush Blvd. Suite 308
Delray Beach, FL 33483
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes effective
Total Number of Pages: 10
Exhibit Index begins on sequentially numbered page: 7
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
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NO PAR 6,000,000 [1] $0.14 [2] $840,000 $210.00
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[1] Represents shares issued pursuant to consulting agreements for
continued services by officers, attorneys, directors and consultants to
the Registrant, including services related to sales and marketing of
the Company's products and services seeking joint ventures and potential
acquisitions, promotional services with respect to Registrant's business
establishment of distributorship agreements, all of the foregoing in
furtherance of the Registrant's business.
[2] Estimated solely for the purpose of calculating the registration fee
based upon the average of the bid and asked price of the Registrant's
Common Stock as of January 23, 2001.
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PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Aqua Clara Bottling and Distribution, Inc. has heretofore entered
into agreements with third party consultants, attorneys, officers and
directors with respect to the issuance of shares of the Registrant's
common stock for services to the Registrant. In consideration for
increasing the scope of the continuing services rendered and to be
rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations in order to compensate
its officers, directors and consultants, the Registrant has prepared
this Form S-8 registration statement to provide for the issuance of
shares, as described below.
The Registrant has agreed to issue six million (6,000,000) shares
for past services and continued corporate consulting services to the
Registrant.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide the officers, directors and
consultants, without charge upon their written or oral request the
documents incorporated by reference herein in Item 3 of Part II of
this Registration Statement. The Registrant shall also provide the
Consultants without charge, upon their written or oral request, with
all other documents required to be delivered to Consultants pursuant
to Rule 428(b) under the Act. Any and all such requests shall be
directed to the Registrant at its place of business as reflected in
this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commissions are incorporated herein by reference:
(a) The Registrant's Quarterly Reports on Form 10-QSB filed
November 15, 1999, February 15, 2000 and May 10, 2000.
(b) The Registrant's S-1 filed May 12, 2000 and subsequent
amendments, which became final on October 23, 2000.
(c) All documents subsequently filed by the Registrant pursuant
to the Exchange Act prior to the filing of a post-effective amendment
indicating that all such securities then unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be
part hereof from the date of filing such documents.
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Item 4. Description of Securities.
The Registrant has authorized 100,000,000 shares of common stock,
no par value of which 64,150,119 are issued and outstanding. Holders
of Registrant's Common Stock are entitled to one vote per share on
each matter submitted to a vote of stockholders. Shares of Common
Stock do not carry cumulative voting rights and, therefore, holders of
the majority of the outstanding shares of Common Stock are able to
elect the entire board of directors and, if they do so, minority
shareholders would not be able to elect any members of the board of
directors. Holders of Common Stock are entitled to receive such
dividends as the board of directors may from time to time declare out
of funds legally available for the payment of dividends. During the
last two fiscal years, the Registrant has not paid cash dividends on
its Common Stock and does not anticipate that it will pay any cash
dividends in the foreseeable future.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation (Article 9) as well as
the Registrant's By-Laws (Article 9) provide for the indemnification
of directors, officers, employees and agents of the corporation to the
fullest extent provided by the Corporate Law of the State of Colorado,
as well as is described in Article 9 of the Articles of Incorporation
and Article 9 of the By-Laws. These sections generally provide that
the corporation may indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative except for an action
by or in right of corporation by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation.
Generally, no indemnification may be made where the person has been
determined to be negligent or guilty of misconduct in the performance
of his or her duties to the corporation.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are
annexed hereto:
Exhibit I. See Exhibits in Exhibit Index following the Signature
Page hereof.
Item 9. Undertakings:
The undersigned Registrant hereby undertakes:
(a) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
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Statement or any material change to such information in the
Registration Statement.
(b) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement.
(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(d) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933,
as amended, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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 Act and
is, therefore, unenforceable. In the event that a claim against such
liabilities (other than payment by the Registrant of expenses paid or
incurred 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURE PAGE
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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 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 the City of
Clearwater, State of Florida, on the 25th day of January, 2001.
AQUA CLARA BOTTLING AND DISTRIBUTION, INC.
_______________/s/John C. Plunkett_________
By: John C. Plunkett
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Title: President, Chief Executive Officer
and Director
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Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statement has been signed by the following
person in the capacities and on the date indicated.
Dated: Clearwater, Florida
January 25, 2001
AQUA CLARA BOTTLING AND DISTRIBUTION, INC.
_______________/s/John C. Plunkett_________
By: John C. Plunkett
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Title: President, Chief Executive Officer
and Director
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EXHIBIT INDEX
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EXHIBIT NUMBER ITEM
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5.1 Opinion regarding legality by Law Office of
L. Van Stillman, PA
23.1(a) Letter on audit report (consent of independent
auditors) from Pender Newkirk & Co., Accountants
23.1(a) Letter on audit report (consent of independent
auditors) from Tedder, James Worden & Associates,
Accountants
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