As filed with the Securities and Exchange Commission on May 20, 2004.
Registration No. 333-_______
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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 Organization) Identification Number)
10410 Trademark Street
Rancho Cucamonga, CA 91730
(Address of Principal Executive Offices)
1998 INCENTIVE STOCK PLAN, AS AMENDED,
2002 DIRECTORS STOCK OPTION PLAN
(Full Title of Plans)
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
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=======================================================================
Title of Amount to be Proposed Proposed Amount of
Securities registered maximum maximum registration
to be registered (1) Offering aggregate fee
price per offering
share price
------------------ ------------ ---------- ----------- ------------
Common stock
issuable under
additional awards
which may be
granted under the
Registrant's 1998
Incentive Stock
Plan ("1998
Plan") and the
2002 Directors
Stock Option Plan
(2) ("2002
Directors plan") 1,340,000 $1.10 $1,474,000 $187.05
------------------ ------------ ---------- ----------- ------------
Common stock
issuable upon
exercise of
options granted
and outstanding 30,000 $0.65 $ 19,500
under the 2002 80,000 $1.24 $ 99,200
Directors Plan (3) 50,000 $1.45 $ 72,500 $ 24.26
------------------ ------------ ---------- ----------- ------------
TOTAL $1,665,200 $211.31
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(1) 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 such plan.
(2) Based on the last sale price of a share of our common stock
as reported by the American Stock Exchange on May 17, 2004
in accordance with Rules 457(c) and 457(h) promulgated under
the Securities Act of 1933, as amended ("Securities Act").
(3) Represents the exercise prices payable for the shares
issuable upon exercise of outstanding options granted under
the 2002 Directors Plan in accordance with Rule 457(h)
promulgated under the Securities act.
________________________
In accordance with the provisions of Rule 462 promulgated
under the Securities Act, this Registration Statement will become
effective upon filing with the Securities and Exchange
Commission.
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 and
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except for the Item 8 disclosure, the contents of the
Registration Statement on Form S-8 (No. 333-106526) previously
filed by the Registrant with the Securities and Exchange
Commission ("Commission") on June 26, 2003 are incorporated by
reference in this Registration Statement.
On September 14, 2003, the Board of Directors of the
Registrant approved an amendment to the 1998 Plan to increase the
number of shares available under the 1998 Plan from 1,000,000
shares to 2,000,000 shares. Such amendment was approved by the
stockholders of the Registrant on December 2, 2003.
On January 26, 2002, the Board of Directors of the
Registrant adopted the 2002 Directors Plan, subject to
stockholders approval by which the Company may issue options to
non-employee directors to purchase up to 500,000 shares of its
common stock. The 2002 Directors Plan was approved by the
stockholders on December 4, 2002.
Accordingly, the Registrant is filing this Registration
Statement to register the additional 1,000,000 shares of common
stock available for issuance under the 1998 Plan and the 500,000
shares of common stock available for issuance under the 2002
Directors Plan.
Item 8. Exhibits.
Exhibit
No. Description
------- -----------
4.1* 1998 Incentive Stock Plan
4.2** 2002 Directors Stock Option Plan approved by
stockholders on December 4, 2002
4.3*** Amendment to 1998 Incentive Stock Plan approved by
stockholders on December 2, 2003, to 1998 Plan
5.1 Opinion of Harold Paul, LLC
23.1 Consent of Wolinetz, Lafazan & Company, PC,
independent auditors for the Registrant
23.2 Consent of Harold Paul, LLC (included in Exhibit 5.1)
* Previously filed as Exhibit 4.1 to the Registrant's
Form S-8 registration statement (No. 333-106526), declared
effective June 26, 2003, and incorporated herein by
reference thereto.
** Previously filed as Exhibit A to Registrant's
Definitive Proxy Statement dated October 28, 2002, and
incorporated herein by reference thereto.
*** Previously filed as part of Registrant's Definitive
Proxy Statement dated November 6, 2003, and incorporated
herein by reference thereto.
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 May 19, 2004.
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 May 19, 2004
----------------------- Directors
James C. Witham and Chief Executive Officer
(Principal Executive Officer)
/s/ Karen B. Laustsen Director and President May 19, 2004
-----------------------
Karen B. Laustsen
/s/ Gary S. Wolff Director and Chief May 19, 2004
----------------------- Financial Officer
Gary S. Wolff (and Principal Accounting Officer)
/s/ Glenn Bergenfield Director May 19, 2004
-----------------------
Glenn Bergenfield
/s/ Dr. William DiTuro Director May 19, 2004
-----------------------
Dr. William DiTuro
EXHIBIT INDEX
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Exhibit
No. Description
------- -----------
4.1* 1998 Incentive Stock Plan
4.2** 2002 Directors Stock Option Plan approved by
stockholders on December 4, 2002
4.3*** Amendment to 1998 Incentive Stock Plan approved by
stockholders on December 2, 2003, to 1998 Plan
5.1 Opinion of Harold Paul, LLC
23.1 Consent of Wolinetz, Lafazan & Company, PC,
independent auditors for the Registrant
23.2 Consent of Harold Paul, LLC (included in Exhibit 5.1)
* Previously filed as Exhibit 4.1 to the Registrant's
Form S-8 registration statement (No. 333-106526), declared
effective June 26, 2003, and incorporated herein by
reference thereto.
** Previously filed as Exhibit A to Registrant's
Definitive Proxy Statement dated October 28, 2002, and
incorporated herein by reference thereto.
*** Previously filed as part of Registrant's Definitive
Proxy Statement dated November 6, 2003, and incorporated
herein by reference thereto.