-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UJlRQjknNdl4u5HiEwARz+BHxAQrS4R8I/ZYsJWdbQ2fAl377ITlEstIw5E3OSZ0 gbifVq0BknxJjwtc3/RQNA== 0000950135-03-005245.txt : 20031022 0000950135-03-005245.hdr.sgml : 20031022 20031022140441 ACCESSION NUMBER: 0000950135-03-005245 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031022 EFFECTIVENESS DATE: 20031022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERMONT PURE HOLDINGS LTD/DE CENTRAL INDEX KEY: 0001123316 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 030366218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109882 FILM NUMBER: 03951572 BUSINESS ADDRESS: STREET 1: RT 66 P O BOX C STREET 2: CAAMOUNT INDUSTRIAL PARK CITY: RANDOLPH STATE: VT ZIP: 05060 BUSINESS PHONE: 8027283600 MAIL ADDRESS: STREET 1: RT 66 P O BOX C STREET 2: CAAMOUNT INDUSTRIAL PARK CITY: RANDOLPH STATE: VT ZIP: 05060 FORMER COMPANY: FORMER CONFORMED NAME: VP MERGER PARENT INC DATE OF NAME CHANGE: 20000905 S-8 1 b48221vpsv8.txt VERMONT PURE HOLDINGS, LTD Registration NO. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- VERMONT PURE HOLDINGS, LTD. (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 03-0366218 (I.R.S. Employer Identification No.) ROUTE 66, CATAMOUNT INDUSTRIAL PARK, RANDOLPH, VERMONT 05060 (Address of Principal Executive Offices) (Zip Code) AMENDED AND RESTATED 1998 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN (Full Title of the Plan) TIMOTHY G. FALLON Chairman and Chief Executive Officer Vermont Pure Holdings, LTD. Route 66, Catamount Industrial Park Randolph, Vermont 05060 (Name and Address of Agent for Service) (802) 728-3600 (Telephone Number, Including Area Code, of Agent For Service) ------------------- Copies to: Dean F. Hanley, Esquire Foley Hoag LLP 155 Seaport Boulevard Boston, Massachusetts 02210 (617) 832-1000 -------------------
CALCULATION OF REGISTRATION FEE ======================================================================================================================== PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value 500,000 shares (1) $3.53(2) $1,765,000(2) $143.00 - -------------------------------------------------------------------------------------------------------------------------
(1) Represents shares of Common Stock issuable pursuant to options that may be granted under the Amended and Restated 1998 Incentive and Non-statutory Stock Option Plan but have not yet been granted. (2) Estimated pursuant to Rules 457(c) and (h) based on the average of the high and low prices of the Common Stock as reported on the consolidated reporting system of the American Stock Exchange on October 15, 2003. ================================================================================ ================================================================================ This registration statement covers 500,000 shares of our Common Stock, $.001 par value per share, issuable pursuant to the Amended and Restated 1998 Incentive and Non-Statutory Stock Option Plan. These shares are in addition to the 1,500,000 shares of Common Stock registered pursuant to the registration statement on Form S-8, File No. 333-64044, which we filed with the Securities and Exchange Commission on June 28, 2001. The contents of our registration statement on Form S-8, File No. 333-64044 is incorporated herein by reference. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Vermont Pure Holdings, Ltd. (the "Company") hereby incorporates by reference the following documents previously filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"): (1) the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 2002; (2) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended January 31, 2003, April 30, 2003 and July 31, 2003; (3) the Company's definitive Proxy Statement dated February 28, 2003, used in connection with its Annual Meeting of Stockholders held on April 10, 2003; (4) the description of the Company's Common Stock contained in the Registration Statement on Form 8-A filed by the Company with the Commission on July 9, 1992, as amended March 14, 1995 and May 14, 1999, and as further amended under cover of Form 8-K filed by the Company with the Commission on October 19, 2000, all under Section 12 of the Exchange Act, including any amendment or description filed for the purpose of updating such description; and (5) all documents subsequently filed by the Company 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 part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified and superseded for purposes of this Registration Statement to the extent that a statement contained herein or in a document incorporated or 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. ITEM 8. EXHIBITS Exhibit No. Description ---------- ----------- 4.1(1) Specimen certificate for the Common Stock 5.1 Opinion of Foley Hoag LLP 10.1(2) Amended and Restated 1998 Incentive and Non-Statutory Stock Option Plan 23.1 Consent of Grassi & Co., CPAs, P.C. 23.2 Consent of Feldman Sherb & Co. P.C. 23.3 Consent of Foley Hoag LLP (included in Exhibit 5.1) 24.1 Power of Attorney (contained on the signature page) - -------- (1) Filed as an exhibit to Amendment No. 1 to the Company's Registration Statement on Form S-1 (file number 33-72940), as declared effective by the Commission on February 24, 1994 and incorporated herein by reference. (2) Filed as an Exhibit A to the Company's definitive Proxy Statement dated March 10, 2003, used in connection with its Annual Meeting of Stockholders held on April 10, 2003. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all 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, on this 22nd day of October, 2003. Vermont Pure Holdings, Ltd. By: /s/ Timothy G. Fallon --------------------------------- Timothy G. Fallon Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Timothy Fallon, Peter Baker and Bruce MacDonald, and each of them, as his true and lawful attorneys-in-fact and agents, each with the power of 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 to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing which they, or any of them, may deem necessary or advisable to be done in connection with this Registration Statement as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or any substitute or substitutes for any or all of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Timothy G. Fallon Chief Executive Officer and October 22, 2003 - -------------------------------------- Chairman of the Board of Directors Timothy G. Fallon (Principal Executive Officer) /s/ Bruce S. MacDonald Vice President, Chief Financial Officer and October 22, 2003 - -------------------------------------- Treasurer(Principal Financial and Bruce S. MacDonald Accounting Officer) /s/ Henry E. Baker Director and Chairman Emeritus October 22, 2003 - -------------------------------------- Henry E. Baker /s/ Peter K. Baker Director and President October 22, 2003 - -------------------------------------- Peter K. Baker /s/ Philip Davidowitz Director October 22, 2003 - -------------------------------------- Philip Davidowitz
/s/ Carol R. Lintz Director October 22, 2003 - -------------------------------------- Carol R. Lintz /s/ David R. Preston Director October 22, 2003 - -------------------------------------- David R. Preston /s/ Norman E. Rickard Director October 22, 2003 - -------------------------------------- Norman E. Rickard /s/ Ross. S. Rapaport Director October 22, 2003 - -------------------------------------- Ross. S. Rapaport /s/ Beat Schlagenhauf Director October 22, 2003 - -------------------------------------- Beat Schlagenhauf /s/ Robert C. Getchell Director October 22, 2003 - -------------------------------------- Robert C. Getchell
EXHIBIT INDEX Exhibit No. Description - ------------ ----------- 4.1(1) Specimen certificate for the Common Stock 5.1 Opinion of Foley Hoag LLP 10.1(2) Amended and Restated 1998 Incentive and Non-Statutory Stock Option Plan 23.1 Consent of Grassi & Co., CPAs, P.C. 23.2 Consent of Feldman Sherb & Co. P.C. 23.3 Consent of Foley Hoag LLP (included in Exhibit 5.1) 24.1 Power of Attorney (contained on the signature page) - -------------------- (1) Filed as an exhibit to Amendment No. 1 to the Company's Registration Statement on Form S-1 (file number 33-72940), as declared effective by the Commission on February 24, 1994 and incorporated herein by reference. (2) Filed as an Exhibit A to the Company's definitive Proxy Statement dated March 10, 2003, used in connection with its Annual Meeting of Stockholders held on April 10, 2003. EX-5.1 3 b48221vpexv5w1.txt OPINION OF FOLEY HOAG LLP Exhibit 5.1 [Foley Hoag Letterhead] October 22, 2003 Vermont Pure Holdings, Ltd. P.O. Box C Route 66, Catamount Industrial Park Randolph, VT 05060 Ladies and Gentlemen: We are familiar with the Registration Statement on Form S-8 (the "S-8 Registration Statement") filed concurrently with the Securities and Exchange Commission by Vermont Pure Holdings, Ltd., a Delaware Corporation (the "Company"), relating to 500,000 shares (the "Shares") of the Company's common stock, $.001 par value per share issuable pursuant to the Company's Amended and Restated 1998 Incentive and Non-statutory Stock Option Plan (the "Plan"). We are familiar with the Company's Certificate of Incorporation, its Bylaws, the records of all meetings and consents of its Board of Directors and of its stockholders, an its stock records. We have examined such other records and documents as we deemed necessary or appropriate for purposes of rendering this opinion. Based upon the foregoing, we are of the opinion that: With respect to the Shares, (a) the Company has corporate power adequate for the issuance of the Shares to be issued pursuant to the Plan, (b) the Company has taken all necessary corporate action required to authorize the issuance and sale of the Shares, and (c) when certificates for the Shares have been duly executed and countersigned, and delivered against due receipt of the exercise price for the Shares as described in the Plan, the Shares will be validly and legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as part of the S-8 Registration Statement. Very truly yours, FOLEY HOAG LLP By /s/ Dean F. Hanley ------------------------ A Partner EX-23.1 4 b48221vpexv23w1.txt CONSENT OF GRASSI & CO., CPAS, P.C. Exhibit 23.1 Consent of Grassi & Co., CPAs, P.C. Board of Directors Vermont Pure Holdings, Ltd. Randolph, VT 05060 We consent to the use of our report dated December 13, 2002 with respect to the consolidated balance sheet of Vermont Pure Holdings, LTD as of October 31, 2002 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the year then ended, incorporated herein, by reference. GRASSI & CO., CPAs, P.C. 2001 Marcus Ave. Suite S265 Lake Success, New York 11042 October 22, 2003 EX-23.2 5 b48221vpexv23w2.txt CONSENT OF FELDMAN SHERB & CO., P.C. Exhibit 23.2 Consent of Independent Certified Public Accountants We consent to the use in this Registration Statement on Form S-8 of our report dated December 14, 2001 relating to the financial statements of Vermont Pure Holdings, Ltd. and Subsidiaries as of October 31, 2001 and 2000 and for each of the years in the two year period ending October 31, 2001. Feldman, Sherb & Co., P.C. Certified Public Accountants New York, New York October 15, 2003 -----END PRIVACY-ENHANCED MESSAGE-----