As filed with the Securities and Exchange Commission on September 12, 2003
File 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
TANKLESS SYSTEMS WORLDWIDE, INC.
(fka) ELUTION TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 88-0362112
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2003 EMPLOYEE STOCK INCENTIVE PLAN
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(Full title of the plan)
1
Nevada Business Services, 675 Fairview Drive, Suite 246
Carson City, Nevada 89701
(Name and Address of Agent for Service)
(775) 882-1390
(Telephone number including area code, of agent for service)
2
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount of Offering Aggregate Amount
to be Registered Shares to be Price Per Offering of Reg.
Registered(1) Share Price Fee(1)(2)
------------------------ ------------- --------- ------------- --------
$0.001 par value Common 960,000 $1.00 $960,000.00 $77.76
Stock
Totals 960,000 $1.00 $960,000.00 $77.76
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Total No. of pages: 38
(1) Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as
amended, the Registration Statement also covers an indeterminate amount of
Shares to be offered or sold as a result of any adjustments from stock
splits, stock dividends or similar events.
(2) Based upon the average bid and asked prices of the Company's Common Stock
in over-the-counter trading on August 29, 2003. Value stated for purpose of
calculating the registration fee.
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PROSPECTUS
TANKLESS SYSTEMS WORLDWIDE, INC.
2920 E. Camelback Rd.
Suite 150, Phoenix, Arizona
Phoenix, AZ 85016
(602) 957-8574
(960,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by TANKLESS SYSTEMS
WORLDWIDE, INC., ("TSYW"), a Nevada corporation ("the Company") of shares of its
$0.001 par value common stock (the "Common Stock) pursuant to its 2003 Stock
Incentive Plan
where by certain individuals receive stock awards and/or stock options to
stimulate their involvement and continued involvement in the Company. The
Company is registering hereunder and then issuing upon receipt of adequate
consideration there for to the Employee, Officer, Director or Consultant 960,000
shares of the Common Stock in consideration for services rendered and/or to be
rendered and payments made under the 2003 Stock Incentive Plan.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the Securities Act of 1933 (the Act) may sell all or part of the
shares in any way permitted by law including sales in the over-the-counter
market at prices prevailing at the time of such sale. Shares registered
hereunder are being sold to both affiliates and non-affiliates of the Company.
An affiliate is, summarily, any director, executive officer or controlling
shareholder of the Company. The affiliates of the Company may become subject to
Section 16(b) of the Securities Exchange Act of 1934 as amended (the Exchange
Act) which would limit their discretion in transferring the shares acquired in
the Company. If the individual who is not now an affiliate becomes an affiliate
of the Company in the future; he would then be subject to Section I (b) of the
Exchange Act (See General Information --- Restrictions on Resale).
The Common Stock is listed on the OTC bulletin board under the symbol TSYW.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 1, 2003
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This Prospectus is not part of any Registration Statement, which was
filed and been effective under the Securities Act of 1933 as amended (the
Securities Act) and does not contain all of the information set forth in the
Registration Statement, certain portions of which have seen offered pursuant to
the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (The Commission) under the Securities Act. The statements in this
Prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the Registration Statement or other filings of the Company
with the Commission are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: TANKLESS SYSTEMS
WORLDWIDE, INC., 2920 E. Camelback Rd., Suite 150, Phoenix, Arizona 85016,
telephone (602) 957-8574.
The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be reviewed and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies maybe obtained
at the prescribed rates. In addition the Common Stock is quoted on the automated
quotation system maintained by the National Association of Securities Dealers,
Inc. (NASD). Thus copies of these reports, proxy statements, information
statements and other information may also be examined at the offices of the NASD
at 1735 K Street N.C.
Washington DC 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any one to whom it is
unlawful to make an offer or solicitation
Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has not been a
change in the affairs of the Company since the date hereof.
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TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS 7
ITEM 1. PLAN INFORMATION 7
GENERAL INFORMATION 7
The Company 7
Purpose 7
Common Stock 7
The Company 2003 Stock Incentive Plan 7
No Restrictions on Transfer 7
Tax Treatment to the Individual 7
Tax Treatment to the Company 8
Restrictions on Resale's 8
DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION 8
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION 8
Legal Opinion and Experts 9
Indemnification of Officers and Directors 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 9
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 9
ITEM 4. DESCRIPTION OF SECURITIES 9
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 10
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS 10
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 10
ITEM 8. EXHIBITS 11
ITEM 9. UNDERTAKINGS 11
EXHIBIT INDEX 14
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
GENERAL INFORMATION
THE COMPANY
The Company has its principal offices at 2920 E. Camelback Rd., Suite
150, Phoenix, Arizona 85016, telephone (602) 957-8574.
PURPOSES
The Company pursuant to its 2003 Stock will issue the Common Stock
Incentive Plan which has been approved by the Board of Directors of the Company
(the "Board of Directors"). The 2003 Stock Incentive Plan is hoped to provide a
method whereby the Company's current employees and officers and non employee
directors and consultants may be stimulated and allow the Company to secure and
retain highly qualified employees, officers, directors and non employee
directors and consultants, thereby advancing the interests of the Company, and
all of its shareholders. A copy of the 2003 Stock Incentive Plan has been filed
as an exhibit to this Registration Statement.
COMMON STOCK
The Board has authorized the issuance of up to 960,000 shares of the
Common stock pursuant to the Company's 2003 Stock Incentive Plan upon
effectiveness of this registration Statement.
THE COMPANY 2003 STOCK INCENTIVE PLAN
The Company has established a 2003 Stock Incentive Plan which awards
stock options in an effort to further compensate its existing employees and
officers and non employee directors and consultants, secure their continued
employment, and attract highly qualified employee's and consultants as they are
needed.
NO RESTRICTIONS ON TRANSFER
Upon the grant of shares of an option, that individual will become the
record and beneficial owners of the shares of Common Stock upon issuance and
delivery and are entitled to all of the rights of ownership, including the right
to vote any shares awarded and to receive ordinary cash dividends on the Common
Stock.
TAX TREATMENT TO THE INDIVIDUAL WHO EXERCISES THE OPTION
The individuals receiving shares of common stock pursuant to the
exercises of an option or options at an exercise price below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair market value of the stock on the date of exercise may be
deemed ordinary income for federal income tax purposes. The recipient is urged
to consult his tax advisor on this matter. Further, if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.
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TAX TREATMENT TO THE COMPANY
The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion may be an expense deductible by the
Company for federal income tax purposes of the taxable year of the Company
during which the recipient recognizes income.
RESTRICTIONS OF RESALES
In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its annual report on
Form 10-KSB for the year ended December 31, 2002, filed pursuant to Section 13
of the Exchange Act, (ii) any and all Forms 10-Q (10-QSB) filed under the
Securities or Exchange Act subsequent to any filed form 10-K (or 10- KSB), as
well as all other reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders delivered pursuant to Rule 14a-3 of
the Exchange Act. In addition, all further documents filed by the Company
pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to the
termination of this offering are deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing. All documents
which when together, constitute this Prospectus, will be sent or given to
participants by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
A copy of any document or part hereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: TANKLESS SYSTEMS WORLDWIDE, INC., 2920 E. Camelback Rd., Suite
150, Phoenix, Arizona 85016, telephone (602) 957-8574.
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LEGAL OPINIONS AND EXPERTS
Warren J. Soloski has rendered an opinion on the validity of the
securities being registered. Mr. Soloski is not an "affiliate" of the Company
and does own a small number of shares in the registrant.
The financial statements of TANKLESS SYSTEMS WORLDWIDE, INC., formerly
known as Elution Technologies, Inc., incorporated by reference in the Company's
Annual Report (Form 10-KSB) for the period ended December 31, 2002, have been
audited by Amisano Hanson, C.A., independent auditors, as set forth in their
report incorporated herein by reference and are incorporated herein in reliance
upon such report given upon the authority of the firm as experts in auditing and
accounting.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
The company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
(a) Registrant's latest Annual Report, whether filed pursuant
to Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under
the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES
No description of the class of securities (i.e., the $0.001 par value
Common Stock) is required under this item because the common Stock is registered
under Section 12 of the Exchange Act.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Mr. Soloski, whose firm is rendering the legal opinion for this
registration will benefit from the registration of shares by receiving 5,000
shares under the terms of the 2003 Stock Incentive Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The company's by-laws, in accordance with the Nevada Revised Statutes,
provide that to the extent he/she is otherwise fairly and reasonably entitled
thereto, the Company shall indemnify a Director or Officer, a former Director or
Officer, or a person who acts or acted at the Company's request as a Director or
Officer of a body corporate of which the Corporation is or was a shareholder or
creditor (or a person who undertakes or has undertaken any liability on behalf
of the Company or any such body corporate and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a Director or Officer of
the Company or such body corporate, if
(a) he acted honestly and in good faith with a view to the best interests
of the Company; and
(b) in the case of a criminal or administrative action or proceeding that
is enforced by a monetary penalty, he had reasonable grounds for believing that
his conduct was lawful.
The Nevada Revised Statutes provide that directors shall not be personally
liable to the Company or its shareholders for monetary damages for breach of a
fiduciary duty as a director except for liability (i) for any breach of the
directors' duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involved intentional misconduct or a
knowing violation of law, (iii) for authorizing a distribution that is unlawful,
or (iv) for any transaction from which the director derived an improper personal
benefit. Such provision protects directors against personal liability for
monetary damages for breaches of their duty of care.
The Company may purchase and maintain insurance for the benefit of its Directors
and Officers as such, as the Board of directors may from time to time determine.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
(a) The following exhibits are filed as part of this S-8 registration
statement pursuant to Item 601 of Regulation S-B and are specifically
incorporated herein by this reference:
EXHIBIT NO. TITLE
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4. Not Applicable
5. Opinion of Warren J. Soloski regarding the legality of the
securities registered.
10. 2003 Stock Incentive Plan.
15. Not Required
23.1 Consent of Warren J. Soloski, special counsel to registrant,
to the use of his opinion with respect to the legality of the
securities being registered hereby and to the references to
him in the Prospectus filed as a part hereof.
23.2 Consent of Amisano Hanson, Chartered Accountants.
27. Not Required
28. Not Required
29. Not Required
ITEM 9. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. If a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of 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,
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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
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:
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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 arising after
the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement, and
(iii)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.
provided, however, paragraphs (i) and (ii) shall not apply if
the information required being included in a post-effective
amendment by those paragraphs is incorporated by reference
from periodic reports filed by the registrant small business
issuer under the Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to 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.
(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.
(4) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information is
required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities 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.
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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 Phoenix, AZ on the 11th day of September, 2003.
TANKLESS SYSTEMS WORLDWIDE, INC.
(Registrant)
By: /s/ Thomas Kreitzer
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Thomas Kreitzer
Chief Executive Officer
Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
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/s/ Thomas Kreitzer Interim Chief Executive Officer, September 11, 2003
------------------- Principal Accounting Officer,
Thomas Kreitzer Director
/s/ David Kreitzer Interim President and Chief September 11, 2003
------------------ Operating Officer, Director
David Kreitzer
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FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
Exhibit Number
In Registration
Statement Descriptions Numbered Page
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5. Opinion of Counsel 15
10. 2003 Stock Incentive Plan 17
23.1 Consent of Warren J. Soloski 37
23.2 Consent of Amisano Hanson, Chartered Accountants 38
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