S-8
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
WATERPURE
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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FLORIDA
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20-3217152
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(State
or other jurisdiction of
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(I.R.S.
Employer
|
|
incorporation
or organization)
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Identification
No.)
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1600
Lower State Road
Doylestown,
Pennsylvania 18901
(Address
of principal executive offices)
2007
INCENTIVE COMPENSATION PLAN
(Full
title of the plan)
Paul
S.
Lipschutz
President
and CEO
1600
Lower State Road, Doylestown, PA 18901
(215)
491-1075
(Name,
address and telephone number of agent for service)
Copies
to:
Mark
C.
Perry, Esq.
2455
E.
Sunrise Blvd., Suite 905, Ft. Lauderdale, FL 33304
Approximate
Date of Commencement of Proposed Sale: As soon as practicable after the
Registration Statement becomes effective.
CALCULATION
OF REGISTRATION FEE
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Title
of securities
to
be registered
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Amount
to be registered
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Proposed
maximum offering price
per
share
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Proposed
maximum aggregate offering price
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Amount
of registration fee (1)
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Common
Stock
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1,000,000
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$.93
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$930,000
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$28.55
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1) Computed
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for
the purpose of calculating the registration fee and not as a representation
as
to any actual proposed price. The offering price per share, maximum aggregate
offering price and registration fee is based upon the average of the bid and
the
ask price in the market for the common stock on March 30, 2007.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information required by Part I is included in the documents sent or given
to participants in the Waterpure International, Inc. 2007 Incentive Compensation
Plan pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended (the “Securities Act”).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents are incorporated by reference into this Registration
Statement and made a part hereof:
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(a)
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The
Registrant’s prospectus filed pursuant to Rule 424(b) under the Securities
Act filed with the SEC on November 9, 2006, file No.
333-135783.
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(b)
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The
Registrant’s Form 10-QSB for the periods ended September 30, 2006 and
December 31, 2006 and all amendments
thereto.
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(c)
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All
other reports which may be filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the registrant document referred to in (a) immediately
above.
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(d)
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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 other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies
or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute
a
part of this Registration
Statement.
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Item
4. Description of Securities.
The
class
of securities to be offered hereby has been registered under Section 12(b)
of
the Exchange Act by the registrant and incorporated by reference.
Item
5. Interests of Named Experts and Counsel.
The
validity of the securities offered will be passed upon for the Registrant by
Mark C. Perry, Esq. of the Law Firm of Mark C. Perry, P.A.
Item
6. Indemnification of Directors and Officers.
We
shall
indemnify to the fullest extent permitted by, and in the manner permissible
under the laws of the State of Florida, any person made, or threatened to be
made, a party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he is or was a
director or officer, or served any other enterprise as director, officer or
employee at our request. The Board of Directors, in its discretion, shall have
the power on behalf of the Registrant to indemnify any person, other than a
director or officer, made a party to any action, suit or proceeding by reason
of
the fact that he/she is or was an employee.
To
the
extent permitted under Florida statutes, the Registrant may limit, through
indemnification, the personal liability of their directors or officers in
actions, claims or proceedings brought against such person by reason of that
person’s current or former status as an officer or director of the corporation.
We may indemnify our directors or officers if the person acted in good faith
and
in a manner the person reasonably believed was, at least, not opposed to the
best interests of the corporation. In the event of a criminal action or
proceeding, indemnification is not available if the person had reasonable cause
to believe their action was unlawful.
Further,
in an action brought by us or in our right, if the person, after exhaustion
of
all appeals, is found to be liable to us, or if the person makes payment to
us
in settlement of the action, indemnification is available only to the extent
a
court of competent jurisdiction determines the person is fairly and reasonably
entitled to indemnification. Such discretionary indemnification is available
only as authorized on a case-by-case basis by: (1) the stockholders; (2) a
majority of a quorum of the Board of Directors consisting of members of the
Board who were not parties to the action, suit or proceeding; (3) if a majority
of a quorum of the Board of Directors consisting of members of the board who
were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (4) if a quorum of the Board of Directors
consisting of members of the Board who were not parties to the action cannot
be
obtained, by independent legal counsel in a written opinion.
To
the
extent that our director or officer is successful in defending against an
action, suit or proceeding brought against that person as a result of their
current or former status as an officer or director, we may indemnify the person
against all expenses actually and reasonably incurred by the person in
connection with their defense. Florida law also allows corporations to advance
expenses of officers and directors incurred in defending a civil or criminal
action as they are incurred, upon receipt of an undertaking by or on behalf
of
the director or officer to repay such expenses if it is ultimately determined
by
a court of competent jurisdiction that such officer or director is not entitled
to be indemnified by the corporation because such officer or director did not
act in good faith and in a manner reasonably believed to be in or not opposed
to
the best interests of the corporation.
Our
By-laws provide for the indemnification of its directors and officers to the
maximum extent provided by law. It is the position of the SEC and certain state
securities administrators that any attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities
laws
is contrary to public policy and therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
Applicable.
Item
8. Exhibits.
The
following is a list of exhibits filed as part of this Registration Statement
and
incorporated herein:
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Exhibit
Number
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Description
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5.1
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23.1
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23.2
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99
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Item
9. Undertakings.
The
undersigned Registrant hereby undertakes:
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(1)
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To
file, during any period in which it offers or sells securities, a
post
effective amendment to this Registration Statement
to:
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(i) Include
any prospectus required by section 10(a)(3) of the Securities Act;
(ii) Reflect
in the prospectus any facts or events which, individually or together, represent
a fundamental change in the information in the registration statement; and
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 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 the
volume and price represent no more than twenty percent (20%) change in the
maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement.
(iii) Include
any additional or changed material information on the plan of
distribution.
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(2)
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For
determining liability under the Securities Act, treat each post effective
amendment as a new registration statement of the securities offered,
and
the offering of the securities at that time to be the initial bona
fide
offering.
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(3)
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For
determining any liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h)
under the Securities Act as part of this registration statement as
of the
time Commission declared it
effective.
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(4)
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For
determining any liability under the Securities Act, treat each post
effective amendment as a new registration statement for the securities
offered, and the offering of the securities at that time to be the
initial
bona fide offering.
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933,
as
amended (the “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 Securities and Exchange
Commission such indemnification in 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
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
Doylestown, State of Pennsylvania on March 30, 2007.
Waterpure
International, Inc.
By: /s/
Paul
S. Lipschutz
----------------------------
Paul
S.
Lipschutz
Principal
Executive Officer
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 date
indicated:
Date:
March 30, 2007 /s/
Paul
S. Lipschutz
-----------------------------
Paul
S.
Lipschutz
Principal
Executive Officer,
President
and Director
Date:
March 30 2007
/s/
Robert F. Orr
-----------------------------
Robert
F.
Orr
Principal
Financial and Accounting
Officer
and Director