UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2004 AQUACELL TECHNOLOGIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-16165 33-0750453 ------------------------------ ------------- ------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 10410 Trademark Street, Rancho Cucamonga, CA 91730 ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (909) 987-0456 -------------------------------------------------- Registrant's telephone number, including area code ITEM 5. Other Events and Regulation FD Disclosure. AquaCell Technologies, Inc. (the "Company") issued a letter to its stockholders detailing the current status of the Company, its products, programs and marketing efforts. The letter is attached as Exhibit 99.1. ITEM 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Copy of Letter to Stockholders dated May 20, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AQUACELL TECHNOLOGIES, INC. Date: May 20, 2004 By: /s/ Gary S. Wolff ------------------------------------ Gary S. Wolff Principal Accounting Officer