As filed with the Securities and Exchange Commission on February 23, 1999
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ASPAC COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4652797
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2049 Century Park East, Suite 1200
Los Angeles, California 90067
(Address of Principal Executive Offices)
EMPLOYMENT AGREEMENT OF MARC F. MAYERES
(full title of plan)
Marc F. Mayeres, President
Aspac Communications, Inc.
2049 Century Park East, Suite 1200
Los Angeles, California 90067
310/712-3288
(Name, address and telephone number of agent for service)
-----------------
COPY TO:
Cassidy & Associates
1504 R Street, N.W.
Washington, D.C. 20009
202/387-5400
-----------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Securities Amount being Maximum Maximum Amount of
to be Registered Registered(1) Offering Aggregate Registration
Per Offering Fee
Share (2) Price (2)
Common Stock,
par value 30,000 $1.00 $30,000 $9.00 (3)
$.0001 per share
(1) Pursuant to Rule 416 under the Securities Act of 1933, as
amended, the number of shares of the issuer's Common Stock
registered hereunder will be adjusted in the event of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of
the registration fee pursuant to Rule 457, on the basis of the value
as determined by current per share net book value of ($0.0153).
(3) Paid by wire transfer.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ASPAC COMMUNICATIONS, INC.
30,000 Shares of Common Stock, $.0001 par value
Issued Pursuant to an Employment Agreement
This Prospectus is a part of a registration statement
on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, by Aspac Communications, Inc. (the "Company" or
the "Registrant"). This Prospectus does not contain all the
information set forth in the Registration Statement, including the
exhibits filed as part thereof and otherwise incorporated therein to
which reference is hereby made. Copies of the Registration
Statement and the exhibits may be inspected at the offices of the
Commission, and may be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
upon payment of the prescribed fees.
The employment agreement, together with the information
contained in Items 1 and 2 of Part I hereof and the documents
incorporated by reference in Item 3 of Part II of the Registration
Statement, taken together, are intended to constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended, and Rule 428 of the General Rules and
Regulations of the Commission thereunder.
ITEM 1. PLAN INFORMATION
The 30,000 shares of the Company's common stock, $.0001
par value per share, to which this Registration Statement relates
are being issued pursuant to an employment agreement (the
"Agreement") with Marc F. Mayeres (the "Employee") for services
rendered for the Company by the Employee. The Agreement is filed as
part of this Registration Statement as an exhibit.
The common stock registered hereby (the "Common Stock")
is not subject to any provisions of the Employee Retirement Income
Security Act of 1974. The Common Stock is treasury stock, and no
shares thereof will be purchased in the open market by the
Registrant. There are no restrictions imposed upon the Employees in
the resale of the Common Stock within the United States except those
imposed by Federal or state securities laws and regulations. The
receipt of the Common Stock may be considered income and may give
rise to Federal and state income taxation for the Employee, who is
advised to consult with an advisor concerning taxation arising from
receipt of the Common Stock. The Registrant anticipates that it
will have a corresponding deduction for income tax purposes as
compensation paid to the Employee.
Any person to whom the securities will be issued under
this Registration Statement may receive additional information
concerning the Company, the Agreement, this Registration Statement
or other information, without charge, upon written or oral request
made to Aspac Communications, Inc., 2049 Century Park East, Suite
1200, Los Angeles, California 90067or by telephone at 310/712-3288.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company will provide without charge to each person to whom a
Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents incorporated by
reference as specified in Item 3 of Part II of the Registration
Statement of which this Prospectus forms a part exclusive of
exhibits thereto unless such exhibits are specifically incorporated
by reference into the information that has been incorporated into
this Prospectus and any other documents required to be delivered
pursuant to Rule 428(b) of the General Rules and Regulations of the
Commission.
Requests for any of the foregoing should be directed to Marc F.
Mayeres, President, 2049 Century Park East, Suite 1200, Los Angeles,
California 90067or by telephone at 310/712-3288.
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.
No person has been authorized to give any information or to make any
representations in connection with the offering described herein
other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as
having been authorized by the issuer or any other person. This
Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any securities other than the shares of Common Stock
to which it relates, or any offer of such shares of Common Stock to
any person in any jurisdiction in which such offer is unlawful. The
delivery of this Prospectus at any time does not imply that the
information contained herein is correct as of any time subsequent to
such date.
The date of this Prospectus is February 23, 1999.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents and any and all amendments
thereto filed by Aspac Communications, Inc. (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
Form 10-SB and all amendments thereto and
exhibits therein (file no. 0-24441) filed
with the Commission on June 11, 1998;
Annual Report on Form 10-KSB filed with
the Commission on January 13, 1999(file
no. 0-24441).
Any document filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") through and subsequent to
the date hereof and prior to the termination of the offering of the
securities subject hereto including:
ITEM 4. DESCRIPTION OF SECURITIES
Under the Company's Certificate of Incorporation, the
authorized capital stock of the Company consists of 120,000,000
shares, of which 100,000,000 shares are Common Stock and 20,000,000
shares are Preferred Stock. As of February 19, 1999, the Company
had 20,020,000 shares of Common Stock outstanding and no shares of
Preferred Stock outstanding.
The following summary description of the securities of the Company
is qualified in its entirety by reference to the Certificate of
Incorporation, filed as an exhibit to the Company's registration
statement on Form 10-SB, which is incorporated in its entirety herein.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share with
respect to all matters required by law to be submitted to
stockholders of the Company. The holders of Common Stock have the
sole right to vote, except as otherwise provided by law or by the
Company's Certificate of Incorporation, including provisions
governing any Preferred Stock. The Common Stock does not have any
cumulative voting, preemptive, subscription or conversion rights.
Election of directors and other general shareholder action requires
the affirmative vote of a majority of shares represented at a
meeting in which a quorum is represented. The outstanding shares of
Common Stock are, and the shares of Common Stock offered hereby will
be, validly issued, fully paid and non-assessable.
Subject to the rights of any outstanding shares of Preferred Stock,
the holders of Common Stock are entitled to receive dividends when,
as and if declared by the Board of Directors out of funds legally
available therefor. In the event of liquidation, dissolution or
winding up of the affairs of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining
available for distribution to them after payment or provision for
all liabilities and any preferential liquidation rights of any
Preferred Stock then outstanding.
PREFERRED STOCK
The Board of Directors is authorized, without action by the holders
of the Common Stock, to provide for the issuance of the Preferred
Stock in one or more series, to establish the number of shares to be
included in each series and to fix the designations, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof. This includes,
among other things, voting rights, conversion privileges, dividend
rates, redemption rights, sinking fund provisions and liquidation
rights which may be superior to the Common Stock. The issuance of
one or more series of the Preferred Stock could adversely affect the
voting power of the holders of the Common Stock and could have the
effect of discouraging or making more difficult any attempt by a
person or group to attain control of the Company. The Company has no
present plans to issue any additional shares of Preferred Stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated in Delaware. Under Section
145 of the General Corporation Law of the State of Delaware, a
Delaware corporation has the power, under specified circumstances,
to indemnify its directors, officers, employees and agents in
connection with actions, suits or proceedings brought against them
by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees
or agents, against expenses incurred in any action, suit or
proceeding. The Certificate of Incorporation and the By-laws of the
Company provide for indemnification of directors and officers to the
fullest extent permitted by the General Corporation Law of the State
of Delaware.
The General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision
eliminating the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary
duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 (relating to liability for unauthorized acquisitions or
redemptions of, or dividends on, capital stock) of the General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation contains such
a provision.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this
Registration Statement:
5.1 Opinion of Cassidy & Associates
10.1 Marc F. Mayeres Employment Agreement
24.1 Consent of Weinberg & Company
24.2 Consent of Cassidy & Associates (contained
in Exhibit 5.1)
ITEM 9. 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:
i. To include any prospectus
required by Section 10(a)(3) of the
Securities Act of 1933;
ii. To 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,
represent a fundamental change in the
information set forth in the registration
statement; and
iii. To include any adidtional or changed
material information with respect to the
plan of distribution.
(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
liability under the Securities Act,
each filing of the Registrant's
annual report pursuant to Section
13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing
of an employee benefit plan's annual
report pursuant to Section 15(d) of
the Exchange Act) 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
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
it meets all of the requirements for filing on Form S-8 and has duly
authorized this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Los
Angeles, California on February 23, 1999.
By /s/ Marc F. Mayeres
President and acting
Chief Financial Officer
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/ Liancheng Ji Director February 23, 1999
EMPLOYMENT AGREEMENT
This Employment Agreement dated as of the 3rd day of August
1998, between ASPAC Communications, Inc., a Delaware corporation
("Employer"), and Marc F. Mayeres ("Executive").
WITNESSETH:
Term.
Employer hereby extents to employ Executive and Executive hereby
accepts continuing employment on the terms and conditions
hereinafter set forth. Subject to the provisions of Section 7
hereof, the term of this Agreement shall be of three (3) years,
commencing on August 6, 1998 (the "Commencing Date").
Duties.
Executive agrees to serve
Employer as Executive
President and in such
capacity Executive agrees to
render his services to the
best of his ability.
Executive will report to the
Board of Directors of the
Company. During the term of
this Agreement, Executive
will devote his full time
and attention to, and use
his best efforts to advance,
the business and welfare of
Employer subject to the
direction and control of the
Board of Directors.
Confidential Information and
Covenant Not to Compete.
(a) Executive hereby
agrees that, during the
term of this Agreement
and thereafter, he will
not disclose to any
person, or otherwise
use or exploit any of
the proprietary or
confidential
information or
knowledge, including
without limitation,
trade secrets,
processes, records of
research, proposals,
reports, methods,
processes, techniques,
computer software or
programming, or budgets
or other financial
information, regarding
Employer, its business,
properties or affairs
obtained by him at any
time prior to or
subsequent to the
execution of this
Agreement.
(b) Upon termination
of employment Executive
will deliver to
Employer all processes,
records of research,
proposals, reports,
memoranda, computer
software and
programming, budgets
and other financial
information, and other
materials or records or
writings of any other
type (including any
copies thereof) made,
used or obtained by
Executive in connection
with his employment by
Employer.
(c) During the term of
this Agreement, unless
with written approval
from the Employer,
Executive agrees that
he will: (i) neither
authorize his name to
be used by, (ii) nor
engage in or carry on,
directly or indirectly,
for himself as a member
of a partnership or as
a stockholder (other
than as a stockholder
of less than five
percent (5%) of the
issued and outstanding
stock of a publicly
held corporation having
assets in excess of
$10,000,000), investor,
officer, or director of
a corporation (other
than Employer, or any
parent, subsidiary,
affiliate or successor
of Employer), or as an
employee, agent,
associate, or
consultant of any
person, partnership,
corporation or other
business entity, in
competition with any
business carried on,
directly or indirectly,
by Employer prior to
the date hereof or
hereafter conducted,
directly or indirectly,
by Employer during the
term of this Agreement,
in any country where
business is then
carried on or conducted
by Employer.
(d) Executive agrees
that the remedy at law
for any breach by him
or any of the covenants
and agreements set
forth in this Section 3
will inadequate and
that in the event of
any such breach,
Employer may, in
addition to the other
remedies which may be
available to it at law,
obtain injunctive
relief prohibiting him
(together with all
those persons
associated with him)
from the breach of such
covenants and agreements.
(e) The parties hereto
intend that the
covenants and
agreements contained in
this Section 3 shall be
deemed to include a
series of separate
covenants and
agreements. If in any
judicial proceeding a
court shall refuse to
enforce all of the
separate covenants
deemed included in such
action, then such
unenforceable covenants
shall be deemed
eliminated from the
provisions hereof for
the purposes of such
proceeding to the
extent necessary to
permit the remaining
separate covenants to
be enforced in such
proceeding.
Compensation.
Salary.
Under this Agreement, Executive
will be paid an annual salary of
One Hundred Thousand Dollars
($100,000.00) in equal monthly
installments, with participation
in future stock option programs.
At the start of the Company's
public trading, the Executive will
have the right to participate in
the Company's Stock Incentive
Program (either in a form of S-8
stock or other forms) at an amount
to be decided by the Board of
Directors. On the anniversary
dates of this contract, the annual
salary and bonus will be reviewed
by the Board of Directors.
Executive agrees that Three
Thousand Five Hundred Dollars
($3,500.00) will be payable
monthly subject to income tax
withholdings and other payroll
deductions as customary in respect
of Employer's salaried employees
in general, and the remaining will
be accrued and deferred until
sixty (60) days after the Employer
starts its public trading or other
date agreed by both parties,
together with accruals provided
under the previous employment
agreement.
Medical Insurance.
During the term of this Agreement
Employer shall furnish Executive
with the same medical and hospital
insurance furnished to other
employees of Employer.
Expenses.
Employer will pay or reimburse
Executive for such reasonable
travel, entertainment, or other
expenses as he may incur at the
request of Employer during the
term of this Agreement in
connection with the performance of
his duties hereunder. Executive
shall furnish Employer with such
evidence that such expenses were
incurred as Employer may from time
to time reasonably require or
request.
Death or Total Disability of
Executive.
If Executive dies, or becomes
totally disabled (for a period of
more than six (6) consecutive
weeks), during the term of this
Agreement, Executive's employment
under this Agreement shall
automatically terminate and all of
Executive's benefits and all
payments to Executive under this
Agreement shall immediately
terminate.
Termination for Cause.
Executive's employment under this
Agreement may be terminated by
Employer for "good cause." The
term "good cause" is defined as
any one or more of the following
occurrences:
Executive's breach of
any of the covenants contained in
Section 3 of this Agreement;
Executive's conviction
by, or entry of a plea of guilty
or nolo contendere in, a court of
competent and final jurisdiction
for any crime involving moral
turpitude or punishable by
imprisonment in the jurisdiction
involved;
Executive's commission
of an act of fraud, whether prior
to or subsequent to the date
hereof upon Employer;
Executive's continuing
failure or refusal to perform his
duties as required by this Agreement;
Gross negligence,
insubordination, material
violation by Executive of any duty
of loyalty to Employer or any
other material misconduct on the
part of Executive; or
Executive's commission
of any act which is detrimental to
Employer's business or goodwill.
Miscellaneous.
Modification and Waiver of Breach.
No waiver or modification of this
Agreement shall be binding unless
it is in writing signed by the
parties hereto. No waiver of a
breach hereof shall be deemed to
constitute a waiver of a future
breach, whether of a similar of
dissimilar nature.
Complete Agreement.
This Agreement contains the entire
agreement between the parties
hereto with respect to the
transactions contemplated by this
Agreement and supersedes all
previous oral and written and all
contemporaneous oral negotiations,
commitments, writings, and
understandings.
Legal Fees.
If any legal action, arbitration
or other proceeding is brought for
the enforcement of this Agreement,
or because of any alleged dispute,
breach, default or
misrepresentation in connection
with this Agreement, the
successful or prevailing party
shall be entitled to recover
reasonable attorneys' fees and
other costs it incurred in that
action or proceeding, in addition
to any other relief to which it
may be entitled.
Assignment.
This Agreement may not be assigned
in any manner whatsoever.
IN WITNESS WHEROF: the undersigned
have executed this Agreement on
the day and year first above written.
EXECUTIVE:
EMPLOYER:
ASPAC COMMUNICATIONS, INC.
_______________________________
By:____________________________
Address of Executive:
Amy Ming Zhang
Secretary
30902 Clubhouse Drive #44F
Laguna Niguel, CA 92677
EXHIBIT 5.1
CASSIDY & ASSOCIATES
1504 R Street, NW
Washington, DC 20009
202/387-5400
February 22, 1999
Board of Directors
Aspac Communications, Inc.
2049 Century Park East, Suite 1200
Los Angeles, California 90067
Gentlemen:
This opinion letter is submitted to you in conformance with Item 601
of Regulation S-B of the Securities and Exchange Commission with
respect to the registration on Form S-8 (the "Registration
Statement") by Aspac Communications, Inc. a Delaware corporation,
("the Company") of 30,000 shares of Common Stock, $.0001 par value
per share ("the Shares"), to be issued to Marc F. Mayeres.
We have examined the original, certified, conformed, photostatic,
electronic, facsimile or other forms of such corporate records,
resolutions, certificates, authorizations or other documents as we
have considered relevant to our opinion. In all such examinations,
we have assumed the genuineness of all signatures on original
documents and the conformity to originals and certified documents of
all copies submitted to us as conformed, photostatic, electronic or
facsimile copies. In reviewing corporate records and other
documents, we have assumed the accuracy of those records and
documents. We have consulted with such officers, directors,
employees, and advisors of the Company in regard to questions of
material fact as we have considered relevant to our opinion, and
have relied upon the accuracy and completeness of the statements and
representations of such persons. We have examined such laws,
statutes, judicial or administrative decrees, interpretations and
opinions, and such other sources as we have considered material to
the legal issues relevant to our opinion.
Based upon and in reliance on the foregoing, we are of the opinion
that the Shares have been duly authorized for issue and that the
Shares, when issued as authorized by the Board of Directors of the
Company, will be duly authorized and validly issued, fully paid and
non-assessable.
We hereby consent to the inclusion of this opinion letter in the
Registration Statement to be filed with the Securities and Exchange
Commission.
Sincerely,
Cassidy & Associates
By
James Michael Cassidy, Esq.
WEINBERG & COMPANY, PA
Town Executive Center
6100 Glades Road, Suite 314
Boca Raton, Florida 33434
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to incorporation by reference in the Form S-8
Registration Statement dated February 23, 1999 of Aspac Communications,
Inc. our report dated December 23, 1998 (except as to Note 12b, which
is as of January 5, 1999), relating to the consolidated balance sheets
of Aspac Communications, Inc. and Subsidiary as of September 30, 1998
and 1997, and the related consolidated statements of operations,
changes in stockholders' deficiency, and cash flows for the years then
ended, which report appears in the September 30, 1998 annual report
on Form 10-KSB of Aspac Communications, Inc.
WEINBERG & COMPANY PA
Certified Public Accountants
Boca Raton, Florida
February 23, 1999
