SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 18, 1998
COMMISSION FILE NUMBER: 333-44315
Colorado Aqua Clara Bottling & Distribution, Inc. 84-1352529
(State or other (Exact name of registrant as (I.R.S. Employer
jurisdiction of specified in its charter) Identification No.)
incorporation or
organization)
1315 Cleveland Street, Clearwater, Florida 33755
(Address of principal executive offices) (Zip Code)
727.446.2999
Registrant's telephone number, including area code:
(Former name or former address, if changed since last report)
Thomas E. Stepp, Jr.
Stepp Law Group
1301 Dove Street, Suite 460
Newport Beach, California 92660
949.660.9700
Facsimile: 949.660.9010
Page 1 of 4
Index to Exhibits specified on Page 4
1
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 15, 2002, we entered into an Agreement for the Purchase and Sale
of Stock, a copy of which is attached as Exhibit 10 to this report, with
BEVsystems International, Ltd., a Bermuda corporation ("BEVsystems"), which
provides, among other things, for our acquisition of 14,817,647 shares of
BEVsystems stock, as specified by the terms in that agreement. In connection
with that agreement, we will issue 30,432,410 shares of our common stock to
BEVsystems. The Board of Directors of BEVsystems and our Board of Directors have
approved the terms and conditions of that agreement.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
On September 15, 1998, our directors adopted Articles of Amendment Filed to
Determine Rights of Shares (Certificate of Determination), a copy of which is
attached as Exhibit 4.1 to this report, which creates a class of Series B
Preferred Stock consisting of 4,500,000 shares that can only be issued to our
officers and directors. Those Articles were filed with the Colorado Secretary of
State on September 18, 1998.
On October 28, 1998, our directors adopted an Amendment to Articles of
Amendment Filed to Determine Rights of Shares (Certificate of Determination), a
copy of which is attached as Exhibit 4.2 to this report, which provides all of
our then current officers and directors the right to, on a pro rata basis,
convert their shares of our common stock into shares of our Series B Preferred
Stock, in an amount totaling 49,500,000 shares. That Amendment was filed with
the Colorado Secretary of State on November 11, 1998.
On December 14, 1998, our directors adopted Articles of Amendment to
Articles of Incorporation, a copy of which is attached as Exhibit 4.3 to this
report. Those Articles were filed with the Colorado Secretary of State on
December 16, 1998. Those Articles cancel (i) those 4,500,000 shares of our
Series B Preferred Stock authorized by the Articles of Amendment filed with the
Colorado Secretary of State on September 18, 1998, and (ii) those 49,500,000
shares authorized by the Amendment to Articles of Amendment filed with the
Colorado Secretary of State on November 11, 1998.
On March 7, 2000, our shareholders adopted Articles of Amendment to the
Articles of Incorporation, a copy of which is attached as Exhibit 4.4 to this
report. Those Articles were filed with the Colorado Secretary of State on March
10, 2000. Those Articles specify that the maximum number of shares of stock that
we are authorized to issue or have outstanding at any time shall be 105,000,000
shares, of which 100,000,000 shares shall be no par value common stock, and
5,000,000 shares shall be no par value preferred stock. Those Articles also
contain an indemnification provision specifying that we shall indemnify our
directors, officers, employees, and agents made a party to a proceeding from any
claims, liabilities, or expenses resulting from their employment with us.
Also, on March 7, 2000, our shareholders adopted an Amendment to the
Bylaws, a copy of which is attached as Exhibit 3.ii to this report. In addition
to other changes, that amendment specifies that the term "Chief Executive
Officer," as used in the Bylaws, shall replace the term "President" in order to
indicate that our President and our other officers shall assist our Chief
Executive Officer. Those amended Bylaws should be read in their entirety.
2
ITEM 6. RESIGNATIONS OF REGISTRANT'S OFFICERS AND DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Not Applicable
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the
undersigned, thereunto duly authorized.
Aqua Clara Bottling & Distribution, Inc.,
a Colorado corporation.
DATED: February 20, 2002 By: /s/ E. Douglas Cifers
-----------------------------------------
E. Douglas Cifers,
Chairman of the Board of Directors
3
INDEX TO EXHIBITS
Exhibit No.
- ----------
3.ii AMENDMENT TO THE BYLAWS OF AQUA CLARA BOTTLING AND DISTRIBUTION, INC.
4.1 ARTICLES OF AMENDMENT FILED TO DETERMINE RIGHTS OF SHARES (CERTIFICATE OF
DETERMINATION)
4.2 AMENDMENT TO ARTICLES OF AMENDMENT FILED DETERMINE RIGHTS OF SHARES
(CERTIFICATE OF DETERMINATION)
4.3 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
4.4 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF AQUA CLARA
BOTTLING AND DISTRIBUTION, INC.
10 AGREEMENT FOR THE PURCHASE AND SALE OF STOCK
4