As filed with the Securities and Exchange Commission on May 19, 1998
SEC Registration No.___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ELDORADO ARTESIAN SPRINGS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-0907853
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(State or other juris- (IRS Employer
diction of incorporation) Identification
No.)
P.O. Box 445, Eldorado Springs, Colorado 80025
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(Address of Principal Executive
Offices, including Zip Code)
1997 STOCK OPTION PLAN
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(Full title of the plan)
Douglas A. Larson
ELDORADO ARTESIAN SPRINGS, INC.
P.O. Box 445
Eldorado Springs, CO 80025
(303) 499-1316
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(Name, address, including zip code, and telephone
number, including area code of agent for service)
Copies to
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Laurie P. Glasscock, Esq.
Chrisman, Bynum & Johnson, P.C.
1900 Fifteenth Street
Boulder, CO 80302
(303) 546-1300
CALCULATION OF REGISTRATION FEE
Proposed
maximum
Amount Proposed maximum aggregate
to be offering price offering registration
to be registered registered per share (1) Price (1) Fee
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Common Stock
($0.001 par value) 875,000 $2.75 $2,406,250 $709.84
1) Estimated solely for the purpose of calculating the registration fee.
Computed pursuant to Rule 457(c) using the sale price of a private
placement of 300,000 shares of the Company's Common Stock which was
completed on April 22, 1998. There is no active market for the
Company's Common Stock.
This Registration Statement registers 875,000 shares of the common stock
($0.001 par value) ("Common Stock") of Eldorado Artesian Springs, Inc. (the
"Company") offered pursuant to the Eldorado Artesian Springs, Inc. 1997 Stock
Option Plan (the "Plan"). The Plan was adopted by the Company's board of
directors on September 10, 1997, and was approved by the Company's
shareholders on October 27, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and all other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all the Common Stock offered hereby has been sold or which
deregisters all such Common Stock then remaining unsold, are hereby
incorporated herein by reference to be a part of this Registration Statement
from the date of filing such documents:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934;
(b) The Company's 1997 Proxy Statement filed pursuant to Section 14
of the Securities Exchange Act of 1934.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual reports referred to in (a) above; and
(d) The description of the Common Stock which is contained in the
Company's Registration Statement on Form S-18 on June 24, 1986
under the name of Lexington Funding, Inc., as such Registration
Statement was amended by Amendment No. 1 filed with the Commission
on August 18, 1986 and Amendment No. 2 filed with the Commission
on September 8, 1986, and declared effective on September 22, 1986.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation and Bylaws of the Company provide that the
Company shall indemnify to the fullest extent permitted by Colorado law any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, by reason of the
fact that he or she is or was a director or officer of the Company or is or
was serving at the request of the Company in any capacity and in any other
corporation, partnership, joint venture, trust or other enterprise. The
Colorado Business Corporation Act (the "Colorado Act") permits the Company to
indemnify an officer or director who was or is a party or is threatened to be
made a party to any proceeding because of his or her position, if the officer
or director acted in good faith and in a manner he or she reasonably believed
to be in the best interests of the Company or, if such officer or director was
not acting in an official capacity for the Company, he or she reasonably
believed the conduct was not opposed to the best interests of the Company.
Indemnification is mandatory if the officer or director was wholly successful,
on the merits or otherwise, in defending such proceeding. Such
indemnification (other than as ordered by a court) shall be made by the
Company only upon a determination that indemnification is proper in the
circumstances because the individual met the applicable standard of conduct.
Advances for such indemnification may be made pending such determination.
Such determination shall be made by a majority vote of a quorum consisting of
disinterested directors or of a committee of at least two disinterested
directors, or by independent legal counsel or by the shareholders.
In addition, the Articles of Incorporation provide for the elimination, to the
extent permitted by Colorado law, of personal liability of directors to the
Company and its shareholders for monetary damages for breach of fiduciary duty
as directors. The Colorado Act provides for the elimination of personal
liability of directors for damages occasioned by breach of fiduciary duty,
except for liability based on the director's duty of loyalty to the Company,
liability for acts or omissions not made in good faith, liability for acts or
omissions involving intentional misconduct, liability based on payments of
improper dividends, liability based on violations of state securities laws,
and liability for acts occurring prior to the date such provision was added.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
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4.1 Articles of Incorporation incorporated by reference to
Exhibit No. 3 to the Registration Statement (No.
33-6738-D)
4.2 Articles of Amendment to Articles of Incorporation
filed with the Colorado Secretary of State on
April 1, 1998.
4.3 Bylaws incorporated by reference to Exhibit No. 3 to
the Registration Statement (No. 33-6738-D)
4.4 Eldorado Artesian Springs, Inc. 1997 Stock Option Plan
(as amended to reflect reverse stock split).
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C. (included
in Exhibit 5.1).
23.2 Consent of Ehrhardt Keefe Steiner & Hottman PC
ITEM 9. UNDERTAKINGS.
A. Post-Effective Amendments
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The undersigned issuer hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement.
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) 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.
provided, however, that subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the issuer pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
B. Subsequent Documents Incorporated by Reference
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The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
C. Claims for Indemnification
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Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or other
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 County of Boulder, State of Colorado, on the
18th day of May, 1998.
ELDORADO ARTESIAN SPRINGS, INC.
By: /s/ Douglas A. Larson, President
Douglas A. Larson, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Douglas A. Larson President, Treasurer May 18, 1998
Douglas A. Larson and Director
(Principal Executive Officer)
/s/ Kevin M. Sipple Secretary, May 18, 1998
Kevin M. Sipple Vice President
and Director
/s/ Jeremy S. Martin Vice President May 18, 1998
Jeremy S. Martin Director
EXHIBIT INDEX
_____________________________________________________________________________
_____________________________________________________________________________
________________________Sequential
Page
Exhibit No. Description of Exhibit Number
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4.2 Articles of Amendment to Articles
of Incorporation of Eldorado
Artesian Springs, Inc., filed with
Secretary of State of Colorado on
April 1, 1998
4.4 Eldorado Artesian Springs, Inc. 1997
Stock Option Plan (as amended)
5.1 Opinion of Chrisman, Bynum &
Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson,
P.C. (included in Exhibit 5.1).
23.2 Consent of Ehrhardt Keefe Steiner
& Hottman PC