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.