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As filed with the Securities and Exchange Commission
on December 7, 1999
Registration No. 333-
----------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DRANSFIELD CHINA PAPER CORPORATION
(Exact name of registrant as specified in its charter)
BRITISH VIRGIN ISLANDS NOT REQUIRED
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8TH FLOOR, NORTH WING
KWAI SHUN INDUSTRIAL CENTRE
51-63 CONTAINER PORT ROAD
KWAI CHUNG, NEW TERRITORIES
HONG KONG, CHINA
(Address of Principal Executive Offices Including Zip Code)
DRANSFIELD CHINA PAPER CORPORATION 1996 SHARE OPTION SCHEME
(Full title of the Plan)
Copy to:
Thomas J. Kenan Eric Wai
201 Robert S. Kerr Avenue, Suite 1000 Kwai Shun Industrial Centre
Oklahoma City, OK 73102 51-63 Container Port Road
405-235-2575 Kwai Chung, New Territories
(Name, address and telephone number Hong Kong, China
of agent for service) 011-852-2787-0838
Fax 011-852-2787-4445
CALCULATION OF REGISTRATION FEE
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Titles of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered** Per Share* Price* Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,500,000
No par value shares $5.23 $8,984,600 $2,372.00
====================================================================================================================================
</TABLE>
* Estimated, pursuant to Rule 457(b), solely for the purpose of
calculating the registration fee as follows:
(i) the filing fee for 1,018,000 shares not presently under option
was calculated by reference to the closing bid price as
reported on the Nasdaq SmallCap Market on November 30, 1999,
which was $7.50 per share, for a total maximum offering price
for such 1,018,000 shares of $7,635,000.
(ii) the filing fee for the 482,000 shares presently under option
was calculated by reference to the average price per share at
which each share under option was exercisable for a total
maximum offering price for such 482,000 shares of $1,349,600.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Dransfield China Paper
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Exchange Act are incorporated herein by reference:
1. Annual Report on Form 20-F for the fiscal year ended March 31,
1999;
2. Form 6-K filed July 23, 1999 (July 22, 1999 press release);
3. Description of the Company's Common Stock found on pages 44
and 45 of the Company's Post-Effective Amendment No. 2 to Form
F-1 filed March 12, 1998 (SEC File No. 333-11641), provided
that Securities Transfer Corporation of Dallas, Texas now
serves as transfer agent and registrar of the Company's Common
Stock.
All documents subsequently filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement on Form S-8 (the
"Registration Statement"), which indicates that all the securities registered
hereunder have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that is or is
deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under British Virgin Islands law, the statutory liability of a director
to the company is basically limited to cases where the director has not acted
honestly and in good faith and with a view to the best interests of the company.
However, under its Memorandum and Articles of Association, the Company is
authorized to indemnify any person who is made or threatened to be made a party
to a legal or administrative proceeding by virtue of being a director, officer
or liquidator of the Company, provided such person acted honestly and in good
faith and with a view to the best interests of the Company and, in the case of a
criminal proceeding, such person had no reasonable cause to believe that his
conduct was unlawful. The Company's Memorandum and Articles of Association also
permits the Company to indemnify any director, officer or liquidator of the
Company who was
2
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successful in any proceeding against expenses and judgments, fines and amounts
paid in settlement and reasonably incurred in connection with the proceeding,
where such person met the standard of conduct described in the preceding
sentence.
A director is also bound by the common law duty of care in relation to
the exercise of his powers as a director. Such common law duties include the
duty not to exceed his powers as a director, the duty not to make a personal
profit at the expense of the company, the duty not to usurp a corporate
opportunity, the duty to exercise his powers bona fide in what he considers to
be in the best interests of the company, the duty not to act for any collateral
purpose in his own interest, the duty to exercise his powers with that degree of
skill and care that may reasonably be expected from him given his particular
knowledge and expertise, and the duty to act for all the shareholders rather
than for individual shareholders.
The Company has obtained directors' and officers' liability insurance
against any liability asserted against such person incurred in the capacity of
director or officer or arising out of such status, whether or not the Company
would have the power to indemnify such person.
ITEM 8. EXHIBITS.
4.1 The Company's 1996 Share Option Scheme*
4.2 Memorandum of Association of the Company**
4.3 Restated and Amended Articles of Association of the Company***
5.1 The Opinion of Counsel regarding the legality of the securities being
registered.
23.1 The Consent of Harney, Westwood & Riegels is included in the opinion as
filed at Exhibit 5.1 of this Registration Statement.
23.2 The Consent of Ernst & Young, independent public accountants.
* Previously filed with the Company's Amendment No. 2 to Form
F-1 (SEC File No. 333-11641); incorporated herein.
** Previously filed with the Company's Form S-1 (SEC File No.
333-11637); incorporated herein.
*** Previously filed with the Company's Amendment No. 1 to Form
S-1 (SEC File No. 333-11637); incorporated herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or
sells securities, a post-effective amendment to this
registration statement to:
(i) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act of
1933, as amended, to treat each post-effective
amendment as a new registration statement of the
securities offered, and the offering of the
securities at that time to be the initial bona fide
offering.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold
at the end of the offering.
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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 of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hong Kong, People's Republic of
China, and in Oklahoma City, Oklahoma on December 7, 1999.
DRANSFIELD CHINA PAPER CORPORATION
(Registrant)
By /s/ Horace Yao Yee Cheong
-----------------------------------------
Horace Yao Yee Cheong
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities indicated and on the 7th day of December, 1999.
Signature
/s/ Horace Yao Yee Cheong Chief Executive Officer and Director
- -----------------------------------------
Horace Yao Yee Cheong
/s/ Warren Ma Kwok Hung Vice President and Chief Financial
- ----------------------------------------- Officer, Secretary and Treasurer
Warren Ma Kwok Hung
/s/ Jan Yang Director
- -----------------------------------------
Jan Yang
/s/ Thomas J. Kenan Director
- -----------------------------------------
Thomas J. Kenan
(Constituting a majority of the Board of Directors)
4
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EXHIBIT INDEX
Dransfield China Paper Corporation
Form S-8
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.1 The Company's 1996 Share Option Scheme is incorporated by
reference to the Company's Amendment No. 2 to Form F-1. SEC
File No. 333-11641.
4.2 The Memorandum of Association of the Company is incorporated by
reference to the Company's Form S-1. SEC File No. 333-11637.
4.3 The Restated and Amended Articles of Association of the Company are
incorporated by reference to the Company's Amendment No. 2 to Form S-1,
File No. 333-11637.
5.1 The Opinion of Counsel regarding the legality of the securities being
registered.
23.1 The Consent of Harney, Westwood & Riegels is included in the opinion as
filed at Exhibit 5.1 of this Registration Statement.
23.2 The Consent of Ernst & Young, independent public accountants.
</TABLE>
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EXHIBIT 5.1
HARNEY, WESTWOOD & RIEGELS
Craigmuir Chambers
P. O. Box 71
Road Town, Tortola, British Virgin Islands
Telephone 284-494-2233
07 December 1999
Dransfield China Paper Corporation
8th Floor, North Wing
Kwai Shun Industrial Centre
51-63 Container Port Road
Kwai Chung, New Territories
Hong Kong
Dear Sirs
DRANSFIELD CHINA PAPER CORPORATION (THE "COMPANY")
1. We are lawyers qualified to practise in the British Virgin Islands and
have been asked to advise in connection with:
(a) a Registration Statement on Form S-8 (the "Registration
Statement") relating to the offering of shares of the
Company's common stock, of no par value per share (the
"Shares") pursuant to the Company's 1996 Share Option Scheme
as amended (the "Plan").
Capitalized terms used but not defined herein shall have the same
meanings given them in the Registration Statement.
2. For the purpose of this opinion, we have examined the following
documents:
(a) a facsimile copy of the Registration Statement and the Plan;
(b) (i) copies of the Memorandum and Articles of
Association and Certificate of Incorporation of the
Company as available as a matter of public record at
the Companies Registry, Road Town, Tortola, British
Virgin Islands and provided by HWR Services Limited,
the Company's registered agent in the British Virgin
Islands on 7 December 1999;
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(ii) faxed copies of the written action taken by the sole director
of the Company dated 20 November 1996 approving, inter alia,
the adoption of the Plan;
(iii) faxed copies of the minutes of a meeting of the directors of
the Company dated 24 April 1997 approving, inter alia, the
reserving of 650,000 Shares for issuance as Stock Option
Shares;
(iv) faxed copies of the minutes of a meeting of the directors of
the Company dated 29 May 1997 approving, inter alia, the
amendment of the Plan and the adoption an amended form of
Plan;
(v) faxed copies of the minutes of a meeting of the directors of
the Company dated 1 December 1999 approving, inter alia, the
reservation of a further 850,000 Shares for issuance as Stock
Option Shares;
(items(ii-v) are hereafter referred to collectively as the
"DIRECTORS' RESOLUTIONS");
(vi) an original registered agent's certificate dated 7 December
1999 identifying the directors and officers of the Company,
issued by the registered agent of the Company (the
"REGISTERED AGENT'S CERTIFICATE");
(vii) the public records of the Company on file and available for
inspection at the Companies Registry, Road Town, Tortola,
British Virgin Islands on 7 December 1999; and
(viii) the records of proceedings on file with, and available for
inspection on 7 December 1999 at the High Court of Justice,
British Virgin Islands.
3. For the purposes of this opinion we have assumed without further
enquiry:
(a) the authenticity of all documents submitted to us as originals, the
conformity with the originals thereof of all documents submitted to
us as copies and the authenticity of such originals;
(b) the genuineness of all signatures and seals;
(c) the accuracy and completeness of all corporate minutes, resolutions
and records which we have seen;
(d) the accuracy of any and all representations of fact expressed in
the documents we have examined; and
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(e) that any documents which are not expressed to be governed by the
laws of the British Virgin Islands constitute (or will constitute
when executed and delivered) valid, legally binding and enforceable
obligations of the Company under the laws by which they are
expressed to be governed.
4. Based on the foregoing, and subject to the qualifications expressed
below, our opinion is as follows:
(a) The Company is a company duly incorporated with limited liability
under the International Business Companies Act (Cap 291) and
validly existing in good standing under the laws of the British
Virgin Islands. It is a separate legal entity and is subject to
suit in its own name.
(b) The execution and delivery of the Plan by the Company and the
performance of its obligations and the exercise of any of its
rights thereunder or the consummation of the transactions
contemplated in the Registration Statement (including the issuance
and sale of the Shares) and compliance by the Company with its
obligations under the Plan does not and will not conflict with or
result in a default, breach or violation of or under:
(i) any law of the British Virgin Islands; or
(ii) the Memorandum and Articles of Association of the Company.
(c) The Shares have been duly authorised for issue by the Company
pursuant to the Directors' Resolutions and the Plan and, when
issued, sold, delivered and paid for in accordance with the Plan
and the Company's Memorandum and Articles;
(i) the Shares will be legally issued, fully paid and
non-assessable and no holder of the Shares is or will be
subject to personal liability by reason of being such a
holder; and
(ii) no taxes are or will be payable on or in respect of the issue
of the Securities.
5. This opinion is confined to and given on the basis of the laws of the
British Virgin Islands as they are in force at the date of this
opinion. We have made no investigation of, and express no opinion on,
the laws of any other jurisdiction.
6. The opinions set out above are subject to the following qualifications:
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(a) Rights and obligations may be limited by bankruptcy, insolvency,
liquidation, arrangement and other similar laws of the British
Virgin Islands of general application affecting the rights of
creditors.
(b) Claims under the Agreements may become barred under the laws
relating to limitation of actions in the British Virgin Islands or
may be or become subject to defences of set-off or counterclaim.
(c) Equitable remedies such as injunctions and orders for specific
performance are discretionary and will not normally be available
where damages are considered an adequate remedy.
(d) Where obligations are to be performed in a jurisdiction outside the
British Virgin Islands they may not be enforceable under the laws
of the British Virgin Islands to the extent that such performance
would be contrary to public policy under the laws of the British
Virgin Islands.
(e) The courts in the British Virgin Islands will determine in their
discretion whether or not an illegal or unenforceable provision may
be severed.
(f) The courts of the British Virgin Islands may refuse to give effect
to a provision in respect of the cost of unsuccessful litigation
brought before those courts or where the courts themselves have
made an order for costs.
(g) The term enforceable means that a document is of a type and form
enforced by the British Virgin Islands courts. It does not mean
that each obligation will be enforced in accordance with its terms.
Certain rights and obligations may be qualified by non-conclusivity
of certificates, doctrines of good faith and fair conduct, the
availability of equitable remedies and other matters but in our
view this qualification would not defeat your legitimate
expectations in any material respect.
7. (a) This opinion is rendered for your benefit and the benefit of your
legal counsel in connection with the transactions contemplated by
the Registration Statement and the Plan only.
(b) We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. By giving such consent we do not admit
that we are experts with respect to any part of the Registration
Statement, including this exhibit, within the meaning of the term
"expert" as used in the US Securities Act of 1933, as amended, or
the rules and regulations of the Securities and Exchange Commission
issued thereunder.
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(c) Other than as detailed in the foregoing paragraphs 7(a) and (b),
this opinion may not be disclosed to or relied on by any other
party for any other purpose.
Yours faithfully
HARNEY, WESTWOOD & RIEGELS
/s/ Harney, Westwood & Riegels
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Dransfield China Paper
Corporation 1996 Share Option Scheme and to the incorporation by reference
therein of our report dated August 30, 1999, with respect to the consolidated
financial statements and schedules of Dransfield China Paper Corporation
included in its Annual Report (Form 20-F) for the year ended March 31, 1999,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young
ERNST & YOUNG LLP
Hong Kong
December 2, 1999
