UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
BEVSYSTEMS INTERNATIONAL, INC.
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(exact name of registrant in its charter)
COLORADO EIN 84-1352529
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(State or other jurisdiction of (IRS Employer
Identification No.) incorporation or organization)
501 Brickell Key Drive
Suite 407
Miami, Florida 33131
(Address of principal executive offices)
(786) 425-2201
www.lifeO2.com
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Compensation and Consulting Agreements
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(full name of the plans)
Robert Tatum, III
501 Brickell Key Drive
Suite 407
Miami, Florida 33151
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(Name and address of agent for services)
(786) 425-2201
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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
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Total Number of Pages: 10
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Exhibit Index begins on sequentially numbered page: 6
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Aggregate
Registered Registered Price per share Offering Price Fee
NO PAR 8,000,000[1] $0.175[2] $1,400,000 $128.80
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[1] Represents shares issued pursuant to consulting agreements for
continued services by officers, attorneys, directors and consultants
to the Registrant.
[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 August 28, 2002.
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PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
BEVsystems International, 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, certain employees 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 eight million (8,000,000)
shares for past services provided by its officers, directors, certain
employees and consultants and to provide for continued services to the
Registrant.
Item 2. Registrant Information and Employee Plan Annual
Information.
The Registrant shall provide the officers, directors, employees
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
August 15, 2002.
(b) The Registrant's Annual Reports on form 10-KSB, filed on July
11, 2002.
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(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.
Item 4. Description of Securities.
The Registrant has authorized 100,000,000 shares of common stock,
no par value of which 56,402,413 shares 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.
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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
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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The Registrant, 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 the undersigned, thereunto duly authorized,
in the City of Miami, Florida, State of Florida, on the 29th day of
August, 2002.
BEVSYSTEMS INTERNATIONAL, INC.
By: Robert Tatum, III
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Title: President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registration Statements has been signed by the following
persons in the capacities and on the date indicated.
Dated: Miami, Florida
August 29, 2002
BEVSYSTEMS INTERNATIONAL, INC.
By: Robert Tatum, III
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Title: President, Chief Executive
Officer and Director
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EXHIBIT INDEX
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EHIBIT NUMBER ITEM
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5.1 Opinion regarding legality by Law Office of
L. Van Stillman, PA
23.1 Letter on audit report (consent of independent
auditors) from Gerson, Preston Robinson & Company,
P.A.
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