CHINA PREMIUM FOOD CORP, S-8, 2000-05-25

CHINA PREMIUM FOOD CORP
S-8, 2000-05-25
DAIRY PRODUCTS

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As filed with the Securities and Exchange Commission on May 25, 2000

Reg. No. 33
===========================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CHINA PREMIUM FOOD CORPORATION
(Formerly China Peregrine Food Corporation)
(Exact name of registrant as specified in its charter)

Delaware 62-1681831
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)

11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408
(561) 625-1411
(Address of principal executive offices)
----------------------------------------

COMMON STOCK COMPENSATION AGREEMENTS

(Full title of plan)
--------------------

Roy G. Warren
President
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408
(Name and address of agent for service)
(561) 625-1411
(Telephone number, including area code of agent for service)

CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
- -------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
Common Stock 131,314 $0.75 $98,485.50 $25.99
(par value .001)
- -------------------------------------------------------------------------------------------------
</TABLE>

Estimated solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and
Regulations under the Securities Act of 1993, based upon the market trading
price of the Company's common stock existing at the execution date of the
Common Stock Compensation Agreements subject the compensation plan.

PART I

INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*Information required by Part 1 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.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by China Premium Food Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference herein:

(a) the Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 1998 (Commission File No. 0-25039);

(b) all other reports filed by the Company pursuant to Section 13(a)
or Section 15 (d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1998 through the date hereof;

(c) the Registrant's Form 10SB12G/A, file No. 000-25039 dated March
12, 1999, filed pursuant to Section 12 of the Exchange Act, in which there
is described the terms, rights and provisions applicable to the Registrant's
outstanding Common Stock;

(d) the Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 1999 (Commission File No. 0-25039): and

(e) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 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 Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be 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

The legal opinion given in connection with this Form S-8 was provided
by counsel who will receive 80,000 shares of the Company's common stock
pursuant to this registration statement. This stock is valued at $0.75 per
share for non-fund raising legal services rendered by counsel on behalf of
the Company during the calendar year 1999.

Item 6. Indemnification of Directors and Officers

The Company's Certificate of Incorporation provides that the Company "shall
be empowered to indemnify" to the full extent of its power to do so, all
directors and officers, pursuant to the applicable provisions of the
Delaware General Corporation Law. We anticipate that the Company will
indemnify its officers and directors to the full extent permitted by law.

Section 145 of the Delaware General Corporation Law provides in relevant
part as follows:

(1) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or
in the right of the corporation) by reason of the fact that he is or
was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or on a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.

(2) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim,
issue, or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty
to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine on application
that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem
proper.

(3) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit, or proceeding referred to in 1) or (2) of this
subsection, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

(4) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit
of the heirs, executors, and administrators of such a person.

Insofar as indemnification by the Company for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Company pursuant to the foregoing provisions or otherwise, we are aware
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The Exhibits to this registration statement are listed in the index to
Exhibits on page 8.

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 1933:

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement:

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that paragraph (1)(i) and
(I)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraph is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15 (d)
of the Exchange Act that are incorporated by reference in this
Registration Statement.

(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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.

To remove from registration by mean of a post-effective amendment
any of the securities being registered hereunder that remain unsold at the
termination of the offering.

The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13 (a) or Section 15 (d) of
the Securities and 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.

(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the above-described
provisions or otherwise, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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
Company 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 of 1933 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 a form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in North Palm Beach, State of Florida on May 17,
2000.

CHINA PREMIUM FOOD CORPORATION:

By /s/ Roy G. Warren
-----------------------
Roy G. Warren, Chief Executive
Officer, President and
Director

By /s/ Michael Davis
-----------------------
Michael Davis, Chief Financial
Officer

By /s/ Susan Lurvey
-----------------------
Susan Lurvey, Secretary and
Treasurer

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> <C> <C>
/s/ Roy G. Warren Chief Executive Officer May 17, 2000
- ----------------- President and Director
Roy G. Warren

/s/ Michael Davis Chief Financial Officer May 17, 2000
- -----------------
Michael Davis

/s/ Susan Lurvey Secretary and Treasurer May 17, 2000
- ----------------
Susan Lurvey
</TABLE>

INDEX TO EXHIBITS

Exhibit
NO. Description
- ------- -----------

4.1 Common Stock Compensation Agreements

5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder.

23.1 Consent of Independent Public Accountants.

Consent of Counsel (included as part of Exhibit 5.1)

Exhibit 4.1 Common Stock Compensation Agreements

Agreement With Consultant

1. Introduction. This Agreement is made this 7th day of February,
2000 by and between China Premium Food Corporation, a Delaware
corporation having a place of business in North Palm Beach, Florida (the
"Company" or "CPFC") and Tim Ransom d/b/a Ransom Group, 3684 Canada Road,
Lakeland, TN 38002 (Consultant), in consideration of the mutual covenants
and promises contained herein.

2. Retention and Description of Services. During the term of this
Agreement, Consultant will furnish consulting services and advice as
specifically requested by Management of CPFC. The services and advice will
relate to work being done or planned by CPFC in connection with the
creation of general promotional and packaging materials for the products
sold by CPFC or its subsidiaries including, but not limited to, art work,
graphic design and advertising materials, and the creation of and advise
concerning appropriate product packaging, promotion and advertising
concepts for utilization by CPFC or its subsidiaries.

3. Term of Agreement. Consultant's services shall be available to
CPFC for a period of one year, to be renewed from year to year upon the
mutual agreement of the parties hereto.

4. Where Services Are to Be Performed. Consultant's services will
be performed at Consultant's facilities or such other places that are
appropriate and are mutually agreed to by Consultant and CPFC.

5. Compensation. CPFC will pay Consultant for its out of pocket
expenses, which have been pre-approved by CPFC, and a fee based upon
invoices submitted to CPFC by Consultant. CPFC shall pay 100% of
Consultant's expenses in cash; the invoice fees shall be paid to Consultant
by CPFC either in cash or, if the parties agree in a written Addendum
(which shall be attached to this Agreement, dated and executed by the
parties), by the issuance of an equivalent amount of its common stock
pursuant to this agreement, valued at the market price of such shares on
the trading day on which such Addendum to this Consulting Agreement is
executed.

6. Rule 428 Prospectus Information. The parties agree that this
agreement shall be deemed an "employee benefit plan" as defined in Rule 405
of Regulation C under the Securities Act of 1933 and that the "plan" shall
be self administered by Consultant. Consultant acknowledges the following:

a. CPFC will cause to be filed a registration statement on Form S-8
to register the common stock issued to Consultant by CPFC pursuant to this
agreement and to register the resale of that common stock.

b. The information contained in Form S-8 and any resale prospectus
may disclose details concerning this agreement, which disclosure will not
be confidential.

c. This agreement is compensatory in nature and purpose with respect
to obligations of CPFC owing to Consultant, which from time to time will be
current obligations, and is not subject to any provisions of the Employee
Retirement Income Security Act of 1974.

d. Consultant shall self administer this plan and has the sole
discretion to dispose of or distribute the securities issued under this
agreement, unless prohibited by law.

e. The common stock of CPFC issued under this agreement has been
registered under Section 12(g) of the Securities Exchange Act of 1934.

f. As an "employee benefit plan" this agreement is limited to the
benefit of Consultant. CPFC, however, may enter into similar agreements,
from time to time which, constitute separate employee benefit plans for
other consultants, advisors, employees, directors or officers of CPFC.

g. Consultant is not required to contribute toward the securities
issued under this agreement, except for services rendered by Consultant
under this agreement.

h. Given the nature of this agreement as compensatory in nature and
purpose and the sole discretion of Consultant in administering this plan,
CPFC will not issue any reports concerning the plan to Consultant, other
than to provide an annual recap of the securities issued and cash paid
hereunder as required by the Internal Revenue Code and appurtenant rules
and regulations.

i. CPFC has not imposed any resale restrictions on the securities
issued under this agreement.

j. This plan is not qualified under Section 401 of the Internal
Revenue Code of 1986. The value of the securities issued under this
agreement constitutes ordinary income to Consultant.

k. This agreement cannot be assigned or hypothecated by Consultant.

l. This agreement will terminate or be forfeited as provided herein.

m. This agreement does not provide for the holding of securities,
funds or other assets and, as such, no lien has or may be created on any
such securities, funds or assets.

n. The following documents are incorporated by reference and are
available at no charge to the Consultant upon written or oral request to
the Secretary of CPFC at China Peregrine Food Corporation, 11300 US Highway
1, Suite 202, North Palm Beach, FL, 33408, Tel. No. 561-625-1411:

i. Form 10-SB/A, effective January 8, 1999
ii. Form 10-KSB/A for Y/E December 31, 1998
iii. Form 10Q for period ending September 30, 1999
iv. Such other documents as may be designated in the aforesaid
Form S-8 Registration Statement

7. Reimbursement of Travel Expenses. If pre-approved by CPFC upon
the request of Consultant, CPFC will reimburse Consultant for all
authorized expenses incurred by Consultant for travel required in
connection with the furnishing services under this Agreement.
Reimbursement of travel expenses shall be made on the basis of itemized
statements submitted by Consultant and including, whenever possible, actual
bills, receipts, or other evidence of expenditures.

8. Consultant an Independent Contractor. Consultant will furnish
Consultant's services as an independent contractor and not as an employee
of CPFC or of any company affiliated with CPFC. Consultant has no power or
authority to act for, represent, or bind CPFC or any company affiliated
with CPFC in any manner. Except as provided in this agreement, Consultant
is not entitled to any medical coverage, life insurance, participation in
CPFC's savings plan, or other benefits afforded to CPFC's regular
employees, or those of CPFC's affiliated companies. If CPFC or any of
CPFC's affiliated companies is required to pay or withhold any taxes or
make any other payment with respect to fees payable to Consultant,
Consultant will reimburse CPFC or the affiliated company in full for taxes
paid, and permit CPFC to make deductions for taxes required to be withheld
from any sum due Consultant.

9. Consultant Not to Engage in Conflicting Activities. During the
time of this Agreement, Consultant will not enter into any activity,
employment, or business arrangement that conflicts with CPFC's interests or
Consultant's obligations under this Agreement. In view of the sensitive
nature of Consultant's status, CPFC shall have the option of terminating
this Agreement at any time if, in CPFC's sole judgment, a conflict of
interest exists or is imminent. Consultant will advise CPFC of
Consultant's position with respect to any activity, employment, or business
arrangement contemplated by Consultant that may be relevant to this
Paragraph. For this purpose, Consultant agrees to disclose any such plans
to CPFC prior to implementation.

10. Trade Secrets and Inventions. Consultant will treat as
proprietary any information belonging to CPFC, CPFC's affiliated companies,
or any third parties, disclosed to Consultant in the course of Consultant's
services. Consultant assigns and agrees to assign to CPFC or CPFC's
nominee all rights in inventions or other proprietary information conceived
by Consultant during the term of this Agreement with respect to any work
that Consultant performs under this Agreement.

11. Inside Information--Securities Laws Violations. In the course
of the performance of Consultant's duties, it is expected that Consultant
will receive information that is considered material inside information
within the meaning and intent of the federal securities laws, rules, and
regulations. Consultant will not disclose this information directly or
indirectly for Consultant or as a basis for advice to any other party
concerning any decision to buy, sell, or otherwise deal in CPFC's
securities or those of any of CPFC's affiliated companies.

12. Warranty That Agreement Does Not Contemplate Corrupt Practices--
Domestic or Foreign. Consultant represents and warrants that (a) all
payments under this Agreement constitute compensation for services
performed and (b) this Agreement and all payments, and the use of the
payments by Consultant, do not and shall not constitute an offer, payment,
or promise, or authorization of payment of any money or gift to an official
or political party of, or candidate for political office in, any
jurisdiction within or outside the United States. These payments may not
be used to influence any act or decision of an official, party, or
candidate in his, her, or its official capacity, or to induce such
official, party, or candidate to use his, her, or its influence with a
government to affect or influence any act or decision of such government to
assist CPFC in obtaining, retaining, or directing business to CPFC or any
person or other corporate entity. As used in this Paragraph, the term
"official" means any officer or employee of a government, or any person
acting in an official capacity for or on behalf of any government; the term
"government" includes any department, agency, or instrumentality of a
government.

13. Termination of Agreement by Notice. Either party may terminate
this Agreement upon thirty days' notice by registered or certified mail,
return receipt requested, addressed to the other party.

14. Governing Law. This Agreement is subject to and shall be
interpreted in accordance with the laws of Delaware.

CHINA PREMIUM FOOD CORPORATION

By /s/ Roy G. Warren
------------------------------
Roy G. Warren, President

CONSULTANT

/s/ Tim Ransom d/b/a/ Ransom Group
----------------------------------
Tim Ransom d/b/a Ransom Group

ADDENDUM TO AGREEMENT

Reference is made to a certain Consulting Agreement by and between the
parties, dated February 7, 2000, to which this Addendum is attached and
in which it is incorporated.

Pursuant to Paragraph 4 of the Consulting Agreement, the parties agree as
follows:

Compensation in Common Stock. For the period ending and for services
rendered by Consultant through December 31, 1999, the parties have agreed
that CPFC shall pay Consultant for fees in common stock totaling 51,314
shares of the common stock of CPFC, valued at the market price of such
shares on the trading day on which this Addendum to Consulting Agreement is
executed, or $0.75 per share.

CHINA PREMIUM FOOD CORPORATION
(Formerly China Peregrine Food Corporation)

By /s/ Roy G. Warren
------------------------------
Roy G. Warren, President and
Chief Executive Officer

CONSULTANT

/s/ Tim Ransom d/b/a Ransom Group
---------------------------------
Tim Ransom d/b/a Ransom Group

Dated: February 7, 2000

Agreement With Consultant

1. Introduction. This Agreement is made this 7th day of February,
2000, by and between China Premium Food Corporation, a Delaware
corporation having a place of business in North Palm Beach, Florida (the
"Company" or "CPFC") and Roy D. Toulan, Jr., Esquire, 183 State Street,
Boston, MA 02109 (Consultant), in consideration of the mutual covenants and
promises contained herein.

2. Retention and Description of Services. Consultant has furnished
legal and consulting services and advice as specifically requested by
Management of CPFC. The services and advice relates to work being done or
planned by CPFC in connection with general corporate and business law
issues not related to fund raising activities of CPFC.

3. Term of Agreement. Consultant's services shall be available to
CPFC for a period of one year, to be renewed from year to year upon the
mutual agreement of the parties hereto.

4. Where Services Are to Be Performed. Consultant's services will
be performed at Consultant's facilities or such other places that are
appropriate and are mutually agreed to by Consultant and CPFC.

5. Compensation. CPFC will pay Consultant for its out of pocket
expenses, which have been pre-approved by CPFC, and a fee based upon
invoices submitted to CPFC by Consultant. For the balance due to
Consultant for the fiscal year 1999, in the amount of $60,000 in fees, CPFC
shall compensate Consultant by the issuance of an equivalent amount of its
common stock pursuant to this agreement, valued at the market price of such
shares on the date of this Agreement, which is $0.75 per share.