Vermont Pure Holdings Ltd/De - Securities Registration: Employee Benefit Plan (S-8)
21 Novembre 2007 - 4:37PM
Edgar (US Regulatory)
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Vermont Pure Holdings, Ltd.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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03-0366218
(I.R.S. Employer
Identification No.)
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1050 Buckingham Street
Watertown, CT
(Address of Principal Executive Offices)
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06795
(Zip Code)
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VERMONT PURE HOLDINGS, LTD. 1999 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Peter K. Baker
Chief Executive Officer and President
Vermont Pure Holdings, Ltd.
1050 Buckingham Street
Watertown, CT 06795
(Name and Address of Agent For Service)
(860) 945-0661
(Telephone Number, Including Area Code, of Agent For Service)
WITH COPIES TO:
Dean F. Hanley, Esquire
Foley Hoag
llp
155 Seaport Boulevard
Boston, MA 02210
(617) 832-1000
CALCULATION OF REGISTRATION FEE
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Title of securities
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Amount to be
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Proposed maximum
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Proposed maximum
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Amount of
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to be registered
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registered
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offering price per share
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aggregate offering price
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registration fee
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Common Stock, $.001 par value
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150,000
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(1)
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$
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1.64
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(2)
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$246,000
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$7.55
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(1) Represents additional shares of common stock available for issuance pursuant to the
Vermont Pure Holdings, Ltd. 1999 Employee Stock Purchase Plan, as amended.
(2) Estimated pursuant to Rules 457(c) and (h) based on the average high and low price of the
Common Stock as reported on the American Stock Exchange on November 19, 2007.
TABLE OF CONTENTS
Explanatory Note Pursuant to General Instruction E of Form S-8
This Registration Statement covers an additional 150,000 shares of common stock issuable
pursuant to Vermont Pure Holdings, Ltd. 1999 Employee Stock Purchase Plan (the Plan). These
shares are in addition to the 500,000 shares of common stock issuable under the Plan that were
registered pursuant to the Registration Statement on Form S-8, File No. 333-64044, filed with the
Securities and Exchange Commission (the Commission) on June 28, 2001 (the Original Registration
Statement).
Pursuant to General Instruction E of Form S-8, Vermont Pure Holdings, Ltd. (the Company)
hereby incorporates the Original Registration Statement by reference (a) to the extent that the
Original Registration Statement relates to the Plan and (b) except to the extent that any part of
the Original Registration Statement is modified or superseded by this Registration Statement and
any document incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. Indemnification of Directors and Officers.
In addition to the statements about indemnification that are set forth in the Original
Registration Statement, the Company states that it has entered into indemnification agreements with
its directors and executive officers, pursuant to which the Company agrees to indemnify each
covered director and officer to the fullest extent of its authority to do so pursuant to Delaware
law and the Companys charter and by-laws, subject to certain limitations as contained in the
agreements. The agreements provide for advancement of expenses and, for so long as the covered
person remains a director or officer, renew automatically for two-year terms unless terminated with
at least six months notice given prior to the expiration of the then current term.
Item 8. Exhibits.
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Incorporated by reference
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Exhibit
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Filed with this
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Filing date
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Exhibit
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Number
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Description
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Form S-8
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Form
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with SEC
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number
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3.1
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Certificate of Incorporation of
Vermont Pure Holdings, Ltd.
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S-4
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September 6, 2000
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Exhibit B to
Appendix A
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3.2
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Certificate of Amendment to
Certificate of Incorporation
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8-K
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October 19, 2000
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4.2
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3.3
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By-Laws of Vermont Pure Holdings, Ltd.
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S-4
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September 6, 2000
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Exhibit C to
Appendix A
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5.1
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Legal opinion of Foley Hoag LLP.
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X
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10.1
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1999 Employee Stock Purchase Plan.
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S-8
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June 28, 2001
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10.2.3
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10.2
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Instrument of Amendment dated
September 22, 2005 amending the 1999
Employee Stock Purchase Plan
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8-K
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September 28, 2001
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10.1
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23.1
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Consent of Wolf & Company, P.C.
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X
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23.2
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Consent of Deloitte & Touche, LLP.
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X
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23.3
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Consent of Foley Hoag LLP (contained
in Exhibit 5.1).
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X
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24.1
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Power of Attorney (included on the
signature page of this registration
statement).
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X
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Item 9. Undertakings.
The undersigned registrant hereby undertakes to:
(a) (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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth
in the Calculation of Registration Fee table in the effective registration statement; and
(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 Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the registrant 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.
(4) That, for the purpose of determining liability of the registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating
to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of
the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
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(b) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrants 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) 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 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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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 Watertown, Connecticut, on this 21
st
day of November,
2007.
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Vermont Pure Holdings, Ltd.
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By:
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/s/ Peter K. Baker
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Peter K. Baker
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Chief Executive Officer, President, and Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes
and appoints Peter K. Baker and Bruce S. MacDonald, and each or either of them, as the
undersigneds true and lawful attorney-in-fact and agent, with full power of substitution, for the
undersigned and in the undersigneds name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing which she may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any substitute or substitutes for her, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the indicated capacities on the dates indicated.
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Signature
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Title
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Date
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/s/ Peter K. Baker
Peter K. Baker
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Chief Executive Officer, President, and Director
(Principal Executive Officer)
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November 21, 2007
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/s/ Bruce S. MacDonald
Bruce S. MacDonald
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Chief Financial Officer, Treasurer, and Secretary
(Principal Financial Officer and Principal
Accounting Officer)
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November 21, 2007
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/s/ Ross S. Rapaport
Ross S. Rapaport
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Chairman of the Board
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November 21, 2007
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/s/ Henry E. Baker
Henry E. Baker
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Director and Chairman Emeritus
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November 21, 2007
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/s/ John B. Baker
John B. Baker
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Executive Vice President and Director
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November 21, 2007
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/s/ Phillip Davidowitz
Phillip Davidowitz
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Director
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November 21, 2007
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/s/ Martin A. Dytrych
Martin A. Dytrych
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Director
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November 21, 2007
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/s/ John M. LaPides
John M. LaPides
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Director
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November 21, 2007
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Grafico Azioni Vermont Pure (AMEX:VPS)
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Da Mag 2024 a Giu 2024
Grafico Azioni Vermont Pure (AMEX:VPS)
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