Eau Technologies, Inc. - Securities Registration: Employee Benefit Plan (S-8)
20 Dicembre 2007 - 11:21PM
Edgar (US Regulatory)
As
filed
with the Securities and Exchange Commission on December 20,
2007
Registration
No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
_____________________
EAU
TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
84-0654478
|
|
(State
of Incorporation)
|
(I.R.S.
Employer Identification No.)
|
1890
Cobb International Blvd., Suite A
Kennesaw,
Georgia 30152
(Address
of Principal Executive Offices, including Zip Code)
EAU
Technologies, Inc. Nonqualified Stock Options
(Full
Title of the Plans)
Wade
R. Bradley
Chief
Executive Officer
1890
Cobb International Blvd., Suite A
Kennesaw,
Georgia 30152
(Name
and
Address of Agent for Service)
With
a copy to
:
Robert
F.
Dow, Esq.
Arnall
Golden Gregory LLP
171
17
th
Street,
NW
Suite
2100
Atlanta,
Georgia 30363
_____________________
CALCULATION
OF REGISTRATION FEE
|
Title
of
Securities
to be
Registered
|
|
Amount
to
be
Registered
(1)(2)
|
|
Proposed Maximum
Offering
Price
Per
Share (3)
|
|
Proposed Maximum
Aggregate Offering
Price
(3)
|
|
Amount
of
Registration
Fee
|
|
|
Common
Stock, par value $0.0001 per share
|
|
|
1,447,500
shares
|
|
$
|
1.4641
|
|
$
|
2,119,250
|
|
$
|
66.00
|
|
(1)
This
Registration Statement includes 1,447,500 shares to be registered under the
nonqualified stock options (the “Options”). The number of shares of Common Stock
is the maximum number of shares issuable upon the exercise of the Options.
This
Registration Statement also covers such additional number of shares of Common
Stock as may become issuable as a result of any future adjustments in accordance
with the terms of the Options, and which result in an increase in the number
of
outstanding shares of Common Stock available for award thereunder.
(2)
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement also covers an indeterminate number of
additional shares of Common Stock to be offered or issued pursuant to terms
of
the Options that provide for a change in the number of securities offered or
issued as a result of a stock split, stock dividend or similar
transaction.
(3)
The
Proposed Maximum Offering Price Per Share was estimated pursuant to Rule 457(c)
and (h) under the Securities Act, solely for the purpose of calculating the
registration fee based on the exercise price per share of the
Options.
PART
II
INFORMATION
REQUIRED IN THE
REGISTRATION
STATEMENT
Item
3.
Incorporation
of Documents by Reference.
The
following documents filed with the Commission by EAU Technologies, Inc. (the
“Registrant”) are hereby incorporated herein by reference:
(a)
The
Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31,
2006 (Commission File No. 000-51807), filed with the Commission on April 2,
2007;
(b)
The
Registrant’s Quarterly Reports on Form 10-QSB (Commission File No. 000-51807)
with respect to the Registrant’s quarters ended March 31, 2007, June 30, 2007
and September 30, 2007;
(c)
The
Registrant’s Current Reports on Form 8-K (Commission File No. 000-51807), filed
with the Commission on January 17, 2007, February 13, 2007, April 2, 2007,
April
19, 2007, May 2, 2007, May 15, 2007, July 13, 2007, July 24, 2007, August
14, 2007, August 22, 2007, September 12, 2007, September 18, 2007, October
3,
2007, October 15, 2007, November 6, 2007, November 13, 2007, November 21, 2007,
and December 12, 2007;
(d)
All
other
reports which the Registrant filed with the Commission pursuant to Section
13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), since the end of the fiscal year covered by the document referred to in
item (a) above; and
(e)
The
description of the Registrant’s securities contained in the Registrant’s
Registration Statement on Form 8-A (Commission File No. 000-51807), filed with
the Commission pursuant to Section 12 of the Exchange Act on February 15, 2006,
including any amendment or report filed for the purpose of updating such
description.
All
documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and
15(d)
of the Exchange Act after the date of filing of this Registration Statement
and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in
a
document incorporated or deemed to be incorporated by reference herein shall
be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies
or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this
Registration Statement.
Item
4.
Description
of Securities.
Not
applicable.
Item
5.
Interests
of Named Experts and Counsel.
Not
applicable.
Item
6.
Indemnification
of Directors and Officers.
The
Registrant has adopted provisions in its Certificate of Incorporation that
eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.
The
Registrant’s Certificate of Incorporation provides that its directors shall not
be liable to its stockholders or the Registrant for monetary damages for breach
of fiduciary duty as a director.
The
Registrant’s Certificate of Incorporation provides that the Registrant shall
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to any legal action, suit or proceeding, whether criminal,
civil, administrative or investigative, whether such legal action be by or
in
the right of the corporation or otherwise, by reason of the fact that such
person is or was a director or officer of the Registrant, or serves or served
at
its request as a director or officer, of another corporation, partnership,
joint
venture, trust or any other enterprise. In addition, the Registrant’s
certificate of incorporation provides for indemnification of any person made
or
threatened to be made a party to any legal action by reason of the fact that
such person is or was a director or officer and is or was serving as its
fiduciary, or otherwise rendering to, any employee benefit plan relating to
the
Registrant. The Registrant’s indemnification obligation in the certificate of
incorporation is permitted under Section 145 of the General Corporation Law
of
the State of Delaware.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to the Registrant’s directors, officers and controlling persons
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 that Act and is,
therefore, unenforceable.
Item
7.
Exemption
from Registration Claimed.
Not
applicable.
Item
8.
Exhibits.
The
exhibits filed herewith or incorporated herein by reference are set forth in
the
attached Index to Exhibits.
Item
9.
Undertakings.
(a)
The
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:
(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) of the Securities Act if, in the aggregate,
the changes in volume and price represent no more than a 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 this 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
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2)
That,
for
the purpose of determining any liability under the Securities 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
the purpose of determining liability of the Registrant under the Securities
Act
to any purchaser in the initial distribution of the securities, the Registrant
undertakes that in a primary offering of securities of the 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 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 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
Registrant or used or referred to by the Registrant;
(ii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the Registrant or its securities provided by or
on
behalf of the Registrant; and
(iv)
Any
other
communication that is an offer in the offering made by the Registrant to the
purchaser.
(b)
The
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
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 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 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 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 of whether such indemnification by it is against
public policy as expressed in the Securities 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 City of
Kennesaw, State of Georgia, on this 18
th
day of
December, 2007.
|
EAU
Technologies, Inc.
|
|
|
|
By:
|
/s/
Wade
R. Bradley
|
|
|
Wade
R. Bradley
|
|
|
Chief
Executive Officer
|
SIGNATURES
AND POWER OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated. Each person whose signature appears below constitutes and appoints
Wade R. Bradley, Chief Executive Officer, or Brian D. Heinhold, Chief Financial
Officer, or either of them, as his true and lawful attorney-in-fact with full
power of substitution and re-substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and any additional
Registration Statement to be filed pursuant to Rule 462(b) under the Securities
Act of 1933, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact, or
his
substitute, may lawfully do or cause to be done by virtue hereof.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/
Wade
R. Bradley
|
|
Chief
Executive Officer (Principal Executive Officer)
|
|
December
6, 2007
|
|
Wade
R. Bradley
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Brian
D. Heinhold
|
|
Chief
Financial Officer
|
|
December
6, 2007
|
|
Brian
D. Heinhold
|
|
(Principal
Financial Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Karl
Hellman
|
|
Director
|
|
December
6, 2007
|
|
Karl
Hellman
|
|
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|
|
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|
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/s/
Theodore
C. Jacoby, Jr.
|
|
Director
|
|
December
6, 2007
|
|
Theodore
C. Jacoby, Jr.
|
|
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|
|
|
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|
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/s/
J.
Leo
Montgomery
|
|
Director
|
|
December
6, 2007
|
|
J.
Leo Montgomery
|
|
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/s/
Jay
S. Potter
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|
Director
|
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December
6, 2007
|
|
Jay
S. Potter
|
|
|
|
|
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/s/
Peter
F. Ullrich
|
|
Director
|
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December
6, 2007
|
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Peter
F. Ullrich
|
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/s/
William
J. Warwick
|
|
Director
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December
6, 2007
|
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William
J. Warwick
|
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INDEX
TO
EXHIBITS
|
Exhibit
No.
|
|
Description
|
|
4.1
|
|
Form
of Stock Option Agreement (incorporated by reference to Exhibit 10.2
to
the Registrant’s current report on Form 8-K, dated October 30,
2006).
|
|
5.1*
|
|
Opinion
of Arnall Golden Gregory LLP.
|
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23.1*
|
|
Consent
of Arnall Golden Gregory LLP (included in Exhibit 5.1).
|
|
23.2*
|
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Consent
of H J & Associates, LLC, Independent Registered Public Accounting
Firm.
|
|
24.1*
|
|
Power
of Attorney (included on the signature page
hereof).
|
______
*
Filed
herewith.
Grafico Azioni EAU Technologies (CE) (USOTC:EAUI)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni EAU Technologies (CE) (USOTC:EAUI)
Storico
Da Giu 2023 a Giu 2024
