S-8 1 aquadyne_s8-060302.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 11, 2002 REGISTRATION NO. 333-____________ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------- AQUA DYNE, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 33-0922627 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 895 Dove Street, Third Floor Newport Beach, CA 92660 (Address of Principal Executive Offices, Including Zip Code) 2002 STOCK OPTION PLAN (Full Title of the Plan) -------------------- John Ritter, President 895 Dove Street, Third Floor Newport Beach, CA 92660 Tel. (949) 955-7979 (Name, Address, and Telephone Number of Agent for Service) COPIES TO: Iwona J. Alami, Esq. Law Offices of Iwona J. Alami 120 Newport Center Drive, Suite 200 Newport Beach, California 92660 (949) 760-6880 CALCULATION OF REGISTRATION FEE Title of Amount to be Proposed Maximum Proposed Maximum Amount of Securities Registered(1) Offering Price Aggregate Offering Registration to be per Share (1) Price (1) Fee Registered -------------------------------------------------------------------------------- Common Stock, par value $0.001 200,000 $1.05 (1)(2)(3) $210,000.00 $52.50 800,000 $3.70 (4) $2,960,000.00 $740.00 -------------------------------------------------------------------------------- Total 1,000,000 $792.50 -------------------------------------------------------------------------------- (1) In accordance with Rule 416 of the General Rules and Regulations under the Securities Act of 1933 (the "General Rules"), there also are being registered such indeterminate number of additional Common Shares as may become issuable pursuant to anti-dilution provisions of the plan. (2) Computed in accordance with Rules 457(h) and 457(c) under the Securities Act of 1933 solely for purposes of calculating the registration fee. (3) Such computation is based on the weighted average exercise price of $1.05 per share for shares subject to options currently outstanding under the plan. (4) Such computation is based on the estimated exercise price of $3.70 for shares reserved for issuance with respect to future option grants under the plan. The estimated exercise price is based upon the closing market price of the Common Stock on the NASD's Bulletin Board on June 6, 2002. ============================================================================== 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 Items 1 and 2 of Part I to be contained in the Section 10(a) Prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") by Aqua Dyne, Inc. (the "Registrant") are incorporated by reference: (i) the Registrant's registration statement on Form 10-SB, as amended and the Registrant's annual report on Form 10-KSB for the fiscal year ended December 31, 2001 and quarterly report on Form 10-QSB for the quarter ended March 31, 2002, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (ii) the description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 10-SB, filed pursuant to Section 12(g) of the Exchange Act, including any amendment or report subsequently filed by the Registrant for the purpose of updating that description. In addition, any document filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all shares of the Registrant's Common Stock registered hereunder have been sold or that deregisters all such shares of Common Stock then remaining unsold, will be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to Section 102(b)(7) of the General Corporation Law of the State of Delaware (the "GCL"), eliminates the personal liability of the Registrant's directors to the Registrant and its stockholders except for liabilities related to breach of duty of loyalty, actions not in good faith and certain other liabilities. Section 145 of the GCL permits a corporation to indemnify certain persons, including officers and directors and former officers and directors, and to purchase insurance with respect to liabilities arising out of their capacity or status as officers and directors. Such law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which officers and directors may be entitled under the corporation's certificate of incorporation, by-laws, any agreement or otherwise. The Registrant's Certificate of Incorporation requires it to indemnify, to the full extent permitted by the GCL, any person who is made or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he is or was a director or officer of the Registrant or serves or served as a director, officer, partner, trustee, fiduciary, employee or agent of any other enterprise or organization at the Registrant's request. The By Laws of the Registrant also require it to indemnify, to the full extent provided by law, each director of the Registrant. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. CONSULTANTS AND ADVISORS. Not applicable. ITEM 9. EXHIBITS *3.1 Articles of Incorporation of Aqua Dyne, Inc. *3.2 Bylaws of Aqua Dyne, Inc. *4.1 Specimen Common Stock Certificate (incorporated by reference to the Registrant's Registration Statement on Form 10-SB). 4.2 2002 Stock Option Plan 4.3 Form of Option Agreement 5 Opinion of Counsel as to the legality of securities being registered. 23.1 Consent of Independent Public Accountants. 23.2 Consent of Legal Counsel (included in Exhibit 5). ------------------------ * Previously filed with the Securities Exchange Commission. ITEM 10. 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 to this Registration Statement 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. (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 a post-effective amendment any of the securities being 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, where 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 provisions, 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 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 is 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 Laguna Hills, California, on June 6, 2002. Aqua Dyne, INC. /s/ John Ritter --------------------------------------- By: John Ritter Its: President 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 dates indicated. /s/ John Ritter --------------------------------------------- John Ritter, President Date: June 6, 2002 /s/ John Henderson Date: June 6, 2002 --------------------------------------------- John Henderson, Director