United States Securities and Exchange Commission
Washington, DC 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)
Aqua Clara Bottling and Distribution, Inc.
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(former name of registrant)
Colorado 84-1352529
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
501 Brickell Key Drive, Suite 407
Miami, Florida 33151
(786) 425-2201
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(Address of principal executive offices)
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
Total Number of Pages: 10
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Exhibit Index begins on sequentially numbered page: 7
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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
NO PAR 8,000,000[1] $0.09[2] $720,000 $66.24
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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 September 26, 2002.
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 Report on Form 10-QSB August
15, 2002
(b) The Registrant's Annual Report on form 10-KSB, filed on
July 11, 2002.
(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 64,398,290 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.
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.
SIGNATURE PAGE
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 26th day of
September, 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
September 26, 2002
BEVSYSTEMS INTERNATIONAL, INC.
By: Robert Tatum, III
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Title: President, Chief Executive
Officer and Director
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 Letter on audit report (consent of independent
auditors) from Gerson, Preston, Robinson &
Company, P.A.