As filed with the Securities and Exchange Commission on June 26, 2003.
Registration No. ______________
Securities and Exchange Commission
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
AQUACELL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-0750453
(State or Jurisdiction of (I.R.S. Employer
Incorporation or Identification No.)
Organization)
10410 Trademark Street
Rancho Cucamonga, CA 91730
(Address of Principal Executive Offices)
1998 Incentive Stock Plan
(Full Title of Plan)
James C. Witham
AquaCell Technologies, Inc.
10410 Trademark Street
Rancho Cucamonga, CA 91730
(909) 987-0456
(Name, Address and Telephone Number, Including Area
Code, of Agent for Service)
with a copy to:
Harold W. Paul, LLC.
1465 Post Road East
Westport, CT 06880
(203) 256-8005
CALCULATION OF REGISTRATION FEE
Title of Securities to Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per share(1) aggregate offering price(2) registration fee
---------------------------- ------------ --------------------------- --------------------------- ----------------
Common Stock, par
value $.001 per share 1,000,000(3) $ 2.76 $ 1,882,430 $ 152.29
(1) Represents the maximum exercise price payable
for 1,000,000 shares of Common Stock registered under
this Registration Statement. The exercise prices
payable for the shares of Common Stock registered under
this Registration Statement and the number of shares
purchasable are as follows:
The proposed maximum offering price per share
is disclosed in accordance with Rule 457(h)(1)
promulgated under the Securities Act of 1933, as
amended.
(2) The proposed maximum aggregate offering price
is the sum of the aggregate option prices of issued
options subject to this registration and the total of
unissued options remaining in the Plan as follows:
75,000 options exercisable at $1.00 per share; 12,500
options exercisable at $1.14 per share; 120,000 options
exercisable at $1.15 per share; 83,500 options
exercisable at $1.16 per share; 184,500 options
exercisable at $0.60 per share; and 524,500 unissued
options remaining in the Plan at the closing price on
AMEX of $2.76 on June 23, 2003 in accordance with Rule
457(h)(1) under the Securities Act of 1933, as amended.
(3) Pursuant to Rule 416, there are also being
registered additional shares of Common Stock as may
become issuable pursuant to the anti-dilution
provisions of all plans.
________________________
In accordance with the provisions of Rule 462
promulgated under the Securities Act of 1933, as
amended, the Registration Statement will become
effective upon filing with the Securities and Exchange
Commission.
The Registration Statement, including all exhibits
and attachments, contains 20 pages. The exhibit index
may be found on page 7 of the consecutively numbered
pages of the Registration Statement.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan
Annual Information.*
* Information required by Part I to be contained
in the Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428
under the Securities Act of 1933 and the Note to Part I
of Form S-8.
3
THIS DOCUMENT CONSTITUTES A PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933.
PROSPECTUS
AQUACELL TECHNOLOGIES, INC.
1,000,000 Shares of Common Stock
This Prospectus relates to 1,000,000 shares of
Common Stock, which may be acquired upon exercise of
stock options granted under the 1998 Incentive Stock
Plan, (the "Plan").
The Common Stock is traded on AMEX under the
symbol "AQA". On June 23, 2003, the last reported sales
price of the Common Stock as reported by AMEX was
$2.76.
Persons who acquire shares of Common Stock under
the Plan by the exercise of the options granted
thereunder will be free to resell such shares without
restriction unless they are "affiliates" of the
Company, as defined in Rule 405 promulgated under the
Securities Act of 1933 (the "Securities Act").
Directors and other affiliates may resell such shares
only under a registration statement with an appropriate
prospectus, an appropriate exemption, or pursuant to
Rule 144 of the Securities Act.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK.
SEE "THE COMPANY".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 26, 2003.
1
AVAILABLE INFORMATION
The Company has filed with the Securities and
Exchange Commission (the "Commission"), Washington,
D.C., a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of
1933 (the "Securities Act") with respect to the
securities offered hereby. This Prospectus does not
contain all of the information set forth in the
Registration Statement and exhibits thereto. For
further information with respect to the Company and
such securities, reference is hereby made to the
Registration Statement and exhibits. The statements
contained in this Prospectus as to the contents of any
agreement or other document filed as an Exhibit are not
complete and the description of such agreement or
document is qualified in its entirety by reference to
such agreement or document. The Registration Statement,
together with the exhibits, may be inspected at the
Commission's principal office in Washington, D.C. and
copies may be obtained upon payment of the fees
prescribed by the Commission.
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other
information with the Commission. Copies of such
information, reports, proxy statements and other
information filed by the Company under the Exchange Act
may be examined without charge at the public reference
facilities of the Commission, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as
at the following Regional Offices: 233 Broadway, New
York, New York 10279; and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies can
also be obtained at prescribed rates from the
Commission's Public Reference Section, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Worldwide Web site
(address: http://www.sec.gov) that contains reports,
proxy and information statements, and the information
regarding registrants that file electronically with the
Commission.
2
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with
the Commission are incorporated herein by reference in
this Prospectus:
(a) The Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 2002, filed with the
Commission pursuant to Section 13(a) of the Exchange
Act;
(b) The Company's Quarterly Reports on Form 10-
QSB for the quarterly periods ended September 30, 2002,
December 31, 2002 and March 31, 2003 respectively,
filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act;
(c) The Company's Proxy Statement dated October
28, 2002; and
(d) The description of the Company's common
stock, par value $.001 per share (the "Common Stock"),
contained in the Registrant's 8-A Registration
Statement filed with the Commission pursuant to Section
12(b) of the Exchange Act, including any subsequent
amendment(s) or report(s) filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered
have been sold or which de-registers all securities
then remaining unsold, shall be deemed to be
incorporated by reference in this Registration
Statement and to be a part hereof from the respective
date of filing of such documents. Any statement
contained in a document incorporated by reference
herein is modified or superseded for all purposes to
the extent that a statement contained in this
Registration Statement or in any other subsequently
filed document which is incorporated by reference
modifies or replaces such statement.
The Company will furnish without charge, upon oral
or written request, to each person to whom this
Prospectus is delivered, a copy of any or all of the
documents incorporated by reference herein other than
exhibits to such documents not specifically
incorporated by reference thereto. In addition,
participants in the Plan may obtain information about
the plan or its administration from the Company. Such
request should be directed to AquaCell Technologies,
Inc., 10410 Trademark Street, Rancho Cucamonga, CA
91730, Attention: Corporate Secretary.
The delivery of this document at any time does not
imply that information herein is correct as of the time
subsequent to the date hereof. Statements in this
document as to the provisions of the Plan are not
necessarily complete and in each instance reference is
made to the copy of such plan which appears as an
Exhibit to the Company's Registration Statement on Form
S-8 filed with the Commission on June 26, 2003 and each
such statement in this document is qualified in all
respects by such reference.
3
THE COMPANY
AquaCell Technologies, Inc. (the "Company") is
engaged in the manufacture and sale of products for
water filtration and purification through our operating
subsidiaries, Global Water-Aquacell, Inc. and Water
Science Technologies, Inc. (WST). Our products address
various water treatment applications for industrial,
commercial, institutional and residential purposes.
These applications range from providing purified
drinking water- through our point-of-use patented self-
filling Purificr Water Cooler and production of water
bottling plant equipment- to equipment for processing
water for ultra-pure purposes, such as micro-chip and
pharmaceutical manufacturing.
Our flagship product is our patented five-gallon
self-refilling bottle Purific water cooler,
manufactured by our Global Water-Aquacell subsidiary.
The various filtration systems available on our cooler
contain different combinations of systems, which
utilize sediment filters, reverse osmosis, carbon
block, multi-media filters and ultra-violet light. We
replace traditional five-gallon bottle water coolers
with a permanently installed convenient alternative
where the bottle never needs changing and water bottles
no longer need to be delivered, stored or replaced. In
addition, we replace water fountains where users tend
to have greater concerns as to sanitation and water
quality.
Investment Considerations
The Company's business is subject to numerous
risks including, among other things, risks related to
(i) recent losses; (ii) recent change in business
strategy; (iii) strength of competitors; (iv)
dependence on key personnel; and (v) potential dilution
from the exercise of outstanding options and warrants.
The Company was incorporated in Delaware in March
1997. Its principal executive offices are located at
10410 Trademark Street, Rancho Cucamonga, California
91370. Its telephone number is (909) 987-0456 and its
World Wide Web home page can be accessed at
www.aquacell.com.
4
PURPOSE OF THE PLAN
The purpose of the 1998 Incentive Stock Plan is to
enable the Company to attract and retain employees.
Summary of the 1998 Incentive Stock Plan
Our 1998 Incentive Stock Plan, covering 1,000,000
shares of our Common Stock, is administered by the
Compensation Committee of our Board of Directors.
Among the Compensation Committee's powers will be the
authority to:
. interpret the Plan;
. establish rules and regulations for its operation;
. select officers, other key employees, consultants
and advisors to receive awards; and
. determine the form, amount and other terms and
conditions of awards.
Directors, officers, key employees and independent
contractors will be eligible to participate in the
Plan. The selection of participants is within the
discretion of the Compensation Committee.
The Plan provides for the grant of any or all of
the following types of awards:
. stock options, including nonqualified stock
options and incentive stock options;
. stock awards;
. stock appreciation rights;
. performance shares; and
. performance units.
Awards may be granted by themselves, in
combination or in tandem with other awards as
determined by the Compensation Committee.
. Under the Plan, the Compensation Committee may
grant awards in the form of nonqualified stock options
or incentive stock options, shares of our Common Stock,
stock appreciation rights, performance shares or
performance units. The Compensation Committee, with
regard to each stock option, will determine the number
of shares subject to the option, the manner and time of
the option's exercise and vesting, and the exercise
price per share of stock subject to the option. The
following limitations are applicable under the Plan:
no incentive stock options may be exercisable later
than ten years after the date they are granted and no
nonqualified stock options may be exercisable later
than fifteen years after the date they are granted;
5
. the aggregate fair market value at the time of
grant of shares of Common Stock with respect to which
incentive stock options are exercisable for the first
time by a participant during any calendar year cannot
be more than $100,000;
. the exercise price of a stock option will not be
less than 100% of the fair market value of the shares
of Common Stock on the date the option is granted for
incentive stock options or less than 85% of the market
value for non qualified stock options (or, in either
case, not less than 110% of fair market value if the
optionee is an officer, director or a 10% stockholder);
. the option price must be paid by a participant by
check or, in the discretion of the Compensation
Committee, by delivery of our Common Stock; and
. awards may be subject to such terms, conditions,
restrictions or limitations, as the Compensation
Committee deems appropriate, including restrictions on
transferability and continued employment.
Under the Plan, each stock appreciation right will
entitle the holder to elect to receive the appreciation
in the fair market value of the shares subject to the
stock appreciation right up to the date the right is
exercised. Stock appreciation rights may be granted
independent of, or in connection with, stock options.
In the case of stock appreciation rights issued
independent of stock options, the appreciation shall
not be measured from a value less than 85% of the fair
market value of the shares on the date of grant. If
the stock appreciation rights are issued in connection
with stock options, the appreciation shall be measured
from not less than the option price. No stock
appreciation right may be exercised earlier than six
months after the date of grant or later than the
earlier of the term of the related option or fifteen
years after the date it was granted.
Performance shares and units may be
awarded either alone or in addition to other awards and
will consist of:
. in the case of performance shares, the right to
receive shares of Common Stock or cash of equal value
at the end of a specified performance period; or
. in the case of performance units, the right to
receive a fixed dollar amount, payable in cash or
shares of Common Stock or a combination of both at the
end of a specified performance period.
The Compensation Committee may condition the
performance shares or units on the attainment of
specified performance goals or such other facts or
criteria as the committee shall determine.
The Plan provides that awards shall not be
transferable otherwise than by law or by will or the
laws of descent and distribution. However, the
Compensation Committee may permit the transferability
of an award to members of the participant's immediate
family or trusts or family partnerships for the benefit
of such family members.
6
The Board of Directors has the right to amend,
suspend or terminate the Plan at any time, subject to
the rights of participants under any outstanding
awards. However, no amendment to the Plan may be made
without the approval of our stockholders if such
approval is required by law or regulatory authority.
RESTRICTIONS ON RESALE
Options
Persons who purchase shares of Common Stock upon
the exercise of Options under the Plan after the date
hereof, will be free to resell those shares without
restriction under the exemption from registration
provided by Section 4(1) of the Securities Act of 1933,
as amended, (the "Securities Act"), except for those
persons who are "affiliates" of the Company. Such
affiliates may resell such shares pursuant to an
appropriate prospectus under an effective registration
statement under the Securities Act or pursuant to an
available exemption from registration. "Affiliate" is
defined under the Securities Act as a person who,
directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under
common control with, the Company. In general, persons
with the power to manage and direct the policies of the
Company, and relatives of such persons, among others,
may be deemed to be affiliates of the Company.
If an affiliate wishes to resell or re-offer
shares of Common Stock purchased under the Plan, and if
a registration statement is not in effect and an
appropriate prospectus is not available with respect to
such shares, the affiliate will be obliged as a
precondition to any resale or re-offer to comply with
either (i) Rule 144 under the Securities Act; or (ii)
some other applicable exemption under the Securities
Act.
Each person who may be an affiliate should, prior
to reselling or re-offering any option shares, consult
with counsel to determine whether he may be subject to
the foregoing restrictions.
16(b) Restrictions
Certain participants in the Plan are subject to
limitations imposed by Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")
and, as such, may not purchase and sell securities of
the Company in any six-month period without subjecting
themselves to liability thereunder. Persons subject to
the limitations of Section 16(b) should consult with
counsel before purchasing, selling or otherwise
transferring securities of the Company.
7
FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the federal income tax
consequences of participation in the Plan is only a
summary, does not purport to be complete and does not
cover, among other things, state, local and foreign tax
treatment of participation in the Plan. Furthermore,
differences in individual financial situations may
cause federal, state, local and foreign income tax
consequences of participation in the Plan to vary.
Therefore, each participant is urged to consult his own
accountant, legal counsel or other tax advisor
regarding the tax consequences or participation in the
Plan to him. The information contained in this
Section, FEDERAL INCOME TAX CONSEQUENCES, is based on
existing law, which is subject to change.
The right to acquire Common Stock under the Plan
are non-qualified or incentive options. With respect
to the non-qualified options, (i) upon grant of the
option, the participant will recognize no income; (ii)
upon exercise of the option (if the shares of Common
Stock are not subject to a substantial risk of
forfeiture), the participant will recognize ordinary
compensation income in an amount equal to the excess,
if any, of the fair market value of the shares on the
date of exercise over the exercise price, and the
Company will qualify for a deduction in the same
amount, subject to the requirement that the
compensation be reasonable; (iii) the Company will be
required to comply with applicable Federal income tax
withholding requirements with respect to the amount of
ordinary compensation income recognized by the
participant. On a disposition of the shares, the
participant will recognize gain or loss equal to the
difference between the amount realized and the sum of
the exercise price and the ordinary compensation income
recognized. Such gain or loss will be treated as
capital gain or loss if the shares are capital assets
and as short-term or long-term capital gain or loss,
depending upon the length of time that the participant
held the shares.
If the shares acquired upon exercise of the option are
subject to a substantial risk of forfeiture, the
participant will recognize income at the time when the
substantial risk of forfeiture is removed and the
Company will qualify for a corresponding deduction at
such time.
8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with
the Commission are incorporated herein by reference in
this Prospectus:
(a) The Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 2002, filed with the
Commission pursuant to Section 13(a) of the Exchange
Act;
(b) The Company's Quarterly Reports on Form 10-
QSB for the quarterly periods ended September 30, 2002,
December 31, 2002 and March 31, 2003 respectively,
filed with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act;
(c) The Company's Proxy Statement dated October
28, 2002; and
(d) The description of the Company's common
stock, par value $.001 per share (the "Common Stock"),
contained in the Registrant's 8-A Registration
Statement filed with the Commission pursuant to Section
12(b) of the Exchange Act, including any subsequent
amendment(s) or report(s) filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered
have been sold or which de-registers all securities
then remaining unsold, shall be deemed to be
incorporated by reference in this Registration
Statement and to be a part hereof from the respective
date of filing of such documents. Any statement
contained in a document incorporated by reference
herein is modified or superseded for all purposes to
the extent that a statement contained in this
Registration Statement or in any other subsequently
filed document which is incorporated by reference
modifies or replaces such statement.
The Company will furnish without charge, upon oral
or written request, to each person to whom this
Prospectus is delivered, a copy of any or all of the
documents incorporated by reference herein other than
exhibits to such documents not specifically
incorporated by reference thereto. In addition,
participants in the Plan may obtain information about
the plan or its administration from the Company. Such
request should be directed to AquaCell Technologies,
Inc., 10410 Trademark Street, Rancho Cucamonga, CA
91730, Attention: Corporate Secretary.
The delivery of this document at any time does not
imply that information herein is correct as of the time
subsequent to the date hereof. Statements in this
document as to the provisions of the Plan are not
necessarily complete and in each instance reference is
made to the copy of such plan which appears as an
Exhibit to the Company's Registration Statement on Form
S-8 filed with the Commission on June 26, 2003 and each
such statement in this document is qualified in all
respects by such reference.
4
Item 4. Description of Securities.
The Common Stock of the Registrant is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the
shares of common stock being registered are being
passed upon by Harold Paul, LLC, 1465 Post Road East,
Westport, CT 06880, counsel to the Registrant. Mr.
Paul owns 50,000 common shares, 40,000 Class A
Convertible Preferred shares and 90,000 common stock
purchase warrants.
Item 6. Indemnification of Directors and
Officers.
Under Section 145 of the Delaware General
Corporation Law we have broad powers to indemnify our
directors and officers against liabilities they may
incur in such capacities, including liabilities under
the Securities Act. Our Bylaws (the "Bylaws") provide
that we shall indemnify our directors and officers if
such officer or director acted (i) in good faith, (ii)
in a manner reasonably believed to be in or not opposed
to our best interest, and (iii) with respect to any
criminal action or proceeding, with reasonable cause to
believe such conduct was lawful. We believe that
indemnification under our Bylaws covers at least
negligence and gross negligence, and requires us to
advance litigation expenses in the case of stockholder
derivative actions or other actions, against an
undertaking by the directors and officers to repay such
advances if it is ultimately determined that the
director or officer is not entitled to indemnification.
Our Bylaws further provide that rights conferred under
our Bylaws shall not be deemed to be exclusive of any
right such persons may have or acquire under any
agreement, vote of stockholders or disinterested
directors, or otherwise.
In addition, our Restated Certificate of
Incorporation provides that, pursuant to Delaware law,
our directors shall not be liable to us for monetary
damages for breach of their fiduciary duty of care to
us and our stockholders. This provision in our
Restated Certificate of Incorporation does not
eliminate the duty of care, and in appropriate
circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain
available under Delaware law. In addition, each
director will continue to be subject to liability for
breach of the director's duty of loyalty to us for acts
or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director,
and or payment of dividends or approval of stock
repurchases or redemptions that are unlawful under
Delaware law. The provision also does not affect a
director's responsibilities under any other law, such
as the federal securities laws or state or federal
environmental laws. Our Restated Certificate of
Incorporation further provides that we shall indemnify
our directors and officers to the fullest extent
permitted by law, and requires us to advance litigation
expenses in the case of stockholder derivative actions
or other actions, against an undertaking by the
director to repay such advances if it is ultimately
determine that the director is not entitled to
indemnification. Our Restated Certificate of
Incorporation also provides that rights it confers
shall not be deemed to be exclusive of any other right
such persons may have or acquire under any statute, our
Bylaws, agreement, vote of stockholders or
disinterested directors, or otherwise.
5
In addition, we have entered into agreements to
indemnify our directors and certain of our officers in
addition to the indemnification provided for in our
Restated Certificate of Incorporation and Bylaws.
These agreements will, among other things, indemnify
our directors and certain of our officers for certain
expenses (including attorneys' fees), judgments, fines
and settlement amounts incurred by such person in any
action or proceeding, including any action by or in the
right of ours, on account of services as a director or
officer of the Company or as a director or officer of
any subsidiary of ours, or as a director or officer of
any other company or enterprise that the person
provides services to at our request.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Description
No.
4.1 1998 Incentive Stock Plan
5.1 Opinion of Harold Paul, LLC
23.1 Consent of Wolinetz, Lafazan & Company, PC,
independent accountants
23.2 Consent of Harold Paul, LLC (included in
Exhibit 5.1)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment or
appendix 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 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;
6
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) 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 those paragraphs is contained in periodic reports
filed 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 post-
effective amendment any of the securities registered
which remain unsold at the termination of the offering.
(b) 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
(and were applicable, each filing of an employee
benefit plan's annual report pursuant to 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
procedures, 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 a final
adjudication of such issue.
EXHIBIT INDEX
Exhibit Description
No.
4.1 1998 Incentive Stock Plan
5.1 Opinion of Harold Paul, LLC
23.1 Consent of Wolinetz, Lafazan & Company, PC,
independent accountants
23.2 Consent of Harold Paul, LLC
(included in Exhibit 5.1)
7
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 authorized
this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in
Rancho Cucamonga, California on June 26, 2003.
AQUACELL TECHNOLOGIES, INC.
By: /s/ James C. Witham
-------------------------------
James C. Witham,
Chief Executive Officer
Pursuant to the requirements of the Securities Act
of 1933, this Post Effective Amendment to its
Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.
Signatures Title Date
/s/ James C. Witham Chairman of the Board of June 26, 2003
----------------------- Directors
James C. Witham and Chief Executive Officer
(Principal Executive
Officer)
/s/ Karen B. Laustsen Director and President June 26, 2003
-----------------------
Karen B. Laustsen
/s/ Gary S. Wolff Director and Chief June 26, 2003
----------------------- Financial Officer
Gary S. Wolff (and Principal Accounting
Officer)
/s/ Glenn Bergenfield Director June 26, 2003
-----------------------
Glenn Bergenfield
/s/ Dr. William DiTuro Director June 26, 2003
-----------------------
Dr. William DiTuro
8