As filed with the Securities and Exchange Commission on
July 10, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BEVSYSTEMS INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Florida 84-1352529
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
501 Brickell Key Drive, Suite 407, Miami, Florida 33131
(Address of Principal Executive Offices) (Zip Code)
2003 Stock Incentive Plan #1 and
Consulting Shares Issued For Services
(Full title of the Plan)
Robert Tatum, President
Bevsystems International, Inc.
501 Brickell Key Drive, Suite 203
Miami, Florida 33131
(Name and address of agent for service)
(786) 425-2201
copies to:
Anslow & Jaclin, LLP
4400 Route 9, 2nd Floor
Freehold, NJ 07728
(732) 409-1212
Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount Offering aggregate Amount of
to be to be price per offering registration
registered registered(3)(4) share(1)(2) price fee (1)
---------- ---------- ----------- ----- -------
Common Stock, 2,393,217(3) $ .07 $167,525 $18.41
$.0001 par value
Common stock 7,106,783(4) $ .07 $487,475 $45.77
$.0001 par value
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Total 9,500,000 $ .07 $665,000 $61.18
(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of our common stock on July 1, 2003 a date within five
(5) days prior to the date of filing of this registration statement, as reported
by the OTC Electronic Bulletin Board.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Represents the maximum number of shares that may be issued under our 2003
Stock Incentive Plan #1.
(4) Represents the maximum number of shares that may be issued under the
attached Consulting and Settlement Agreements.
(5) This registration statement shall also cover any additional shares of our
common stock which become issuable pursuant to this registration statement by
reason of any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an
increase in the number of our outstanding shares of common stock.
Documents Incorporated by Reference X Yes No
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration
statement and made a part hereof:
(a) Our quarterly reports on Form 10-QSB for the quarters ended December 29,
2002, September 29, 2002 and June 30, 2002 filed respectively on February 19,
2003, December 17, 2002 (Amended September 29, 2002), November 27, 2002 and
August 14, 2002.
(b) Our annual report on Form 10-KSB for the year ended March 31, 2002 filed on
July 12, 2002 pursuant to Section 15(d) of the Exchange Act of 1934, as amended
or the 1934 Act.
(c) All other documents filed by us after the date of this registration
statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after
today's date and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered have been
sold or which de-registers all securities then remaining in this registration
statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Our Certificate of Incorporation and By-laws provide that we shall indemnify
to the fullest extent permitted by Florida law any person whom we may indemnify
thereunder, including our directors, officers, employees and agents. Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best interest. 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 by independent legal counsel or by the
stockholders. In addition, our Certificate of Incorporation provides for the
elimination, to the extent permitted by Florida law, of personal liability of
our directors and our stockholders for monetary damages for breach of fiduciary
duty as directors.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of us 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, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description
4.1 Settlement Agreement dated June 24, 2003 between us and Barry Willson.
4.2 Settlement Agreement dated July 3, 2003 between us and Jerry Pearring.
4.3 Settlement Agreement dated July 8, 2003 between us and Victor Corral.
4.4 Consulting Agreement dated September 1, 2002 between us and Douglas Cifers.
4.5 Consulting Agreement dated May 12, 2003 between us and Mark Pena, Esq.
4.6 Consulting Agreement dated May 15, 2003 between us and Noreen Chisholm.
4.7 Consulting Agreement Amendment dated June 23, 2003 between us and Salvatore
Russo.
4.8 Consulting Agreement Amendment dated May 2, 2003 between us and Darren
Cioffi.
4.9 Consulting Agreement dated May 30, 2003 between us and Michael Goeree.
4.10 Bevsystems International, Inc. 2003 Stock Incentive Plan #1.
5.1 Consent and Opinion of Anslow & Jaclin, LLP.
23.1 Consent of Gerson, Preston, Robinson & Company, P.A.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(b) 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; and
(c) 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 paragraphs (1)(a) and (1)(b) do not apply if
the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
this paragraphs is contained in periodic reports filed by us pursuant
to Section 13 or Section 15(d) of the 1934 Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933 Act, 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.
(4) That, for purposes of determining any liability under the 1933 Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) 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.
(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.
(7) To transmit or cause to be transmitted to all employees participating in the
plans who do not otherwise receive such material as our stockholders, at the
time and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify 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, there unto duly authorized, in the City of
Miami, State of Florida, on July , 2003.
BEVSYSTEMS INTERNATIONAL, INC.
By: /s/ Bob Tatum
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G. ROBERT TATUM
President, CEO and Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signatures Date: July 10, 2003
By: /s/ Bob Tatum
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G. ROBERT TATUM
President, CEO and Director