As filed with the Securities and Exchange Commission on June 9, 2000
Registration Statement No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PACIFIC MAGTRON INTERNATIONAL CORP.
-----------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Nevada 88-0353141
------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1600 California Circle, Milpitas, CA 95035
------------------------------------ ---------
(Address of Principal Executive Offices) (Zip Code)
1998 STOCK OPTION PLAN
----------------------
(Full Title of the Plan)
Theodore Li
President, Chief Executive Officer
Pacific Magtron International Corp.
1600 California Circle
Milpitas, CA 95035
---------------------------------------
(Name and Address of Agent for Service)
(408) 956-8888
-------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Christian J. Hoffmann, III, Esq.
Streich Lang, P.A.
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004
(602) 229-5336
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
--------------------------------------------------------------------------------
Common Stock, $.001
par value per share 1,000,000 $4.00 $4,000,000 $1,056.00
================================================================================
(1) Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
as amended (the "Act"), solely for purposes of calculating the registration
fee. The calculation is based on the average of the high and low prices as
quoted on the Nasdaq Small Cap Market on June 5, 2000, (the "Market Price").
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission (the "Commission") by Pacific Magtron
International Corp. (the "Company") are hereby incorporated by reference in this
Registration Statement:
(1) Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
(2) Quarterly Report on Form 10-Q for the quarter ended March 31,
2000;
(3) Registration Statement on Form 10-12G filed with the Commission
on January 20, 1999; and
(4) Definitive Proxy Statement to be used in connection with the
Company's Annual Meeting of Stockholders to be held on June 30,
2000, other than the portions of such document, which by statute,
by designation in such document or otherwise, are not deemed to
be filed with the Commission or are not required to be
incorporated herein by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502(1) of the General Corporation Law of Nevada, or the
"NGCL," provides that a Nevada corporation may 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, except an action by or in the right of the corporation, by reason
of the fact that such person 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 such person in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner which he or she 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 or her
conduct was unlawful.
Section 78.7502(2) of the NGCL provides that a Nevada corporation may
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 such
person acted in any of the capacities set forth in subsection (1), against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if he or she acted under the standards set forth in
subsection (1), except that no indemnification may be made for any claim, issue
or matter as to which such person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which such action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
2
<PAGE>
Section 78.7502(3) of the NGCL provides that to the extent 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
subsections (1) and (2), or in defense of any claim, issue or matter therein,
the corporation shall indemnify such person against expenses, including
attorneys' fees, actually and reasonably incurred by him or her in connection
with the defense. Section 78.751(1) of the NGCL provides that any discretionary
indemnification under Section 78.7502, unless ordered by a court or advanced
pursuant to subsection 2 of Section 78.751, may be made by the corporation only
as authorized in the specific case upon determination that indemnification of
such director, officer, employee or agent is proper in the circumstances. The
determination must be made (a) by the stockholders; (b) by the board of
directors by majority vote of quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) if a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
Section 78.751(2) of the NGCL provides that the articles of
incorporation, bylaws or an agreement made by the corporation may provide that
the expenses of officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent jurisdiction
that he or she is not entitled to be indemnified by the corporation. Such
provision does not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under any
contract or otherwise by law.
Section 78.752 of the NGCL provides that a Nevada corporation may
purchase and maintain insurance or make other financial arrangements on behalf
of any person who acted in any of the capacities set forth above for any
liability asserted against such person for any liability asserted against him or
her and liability and expenses incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation has the
authority to indemnify him or her against such liabilities and expenses.
The Company's Amended and Restated Articles of Incorporation provide
that none of its directors or officers shall be personally liable to the Company
or the stockholders for monetary damages for breach of fiduciary duty as a
director or officer. However, such provision does not eliminate or limit the
liability of a director or officer for any act or omission which involves
intentional misconduct, fraud or a knowing violation of law, or the payment of
distributions in violation of Section 78.300 of the NGCL. In addition, the
Company's Bylaws provide for indemnification of its directors and officers
against all expenses incurred by them in any legal action brought against any or
all of them for or on account of any act or omission alleged to have been
committed while acting within the scope of their duties as directors or
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index at Page E-1 of this Registration Statement.
3
<PAGE>
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 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, that paragraph (A)(1)(i) and (A)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post- effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(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 undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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 Company pursuant to the foregoing provisions described under Item
6 above, or otherwise, the Company 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 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, hereunto duly
authorized, in the City of Milpitas, State of California, on this 9th day of
June, 2000.
PACIFIC MAGTRON INTERNATIONAL CORP.
By: /s/ Theodore Li
---------------------------------------
Theodore Li, President, Chief Executive
Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Theodore Li and Hui "Cynthia" Lee
as his or her attorney-in-fact, each with full power of substitution, for him or
her in any and all capacities, to sign any and all amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his or her substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Theodore Li President, Chief Executive Officer, June 9, 2000
-------------------------- Treasurer and Director
Theodore Li
/s/ Hui Cynthia Lee Secretary and Director June 9, 2000
--------------------------
Hui "Cynthia" Lee
/s/ Betty Li Director June 9, 2000
--------------------------
Betty Li
/s/ Jey Hsin Yao Director June 9, 2000
--------------------------
Jey Hsin Yao
/s/ Hank C. Ta Director June 9, 2000
--------------------------
Hank C. Ta
/s/ Limin Hu Director June 9, 2000
--------------------------
Limin Hu, PhD
5
<PAGE>
PACIFIC MAGTRON INTERNATIONAL CORP.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
5.1 Opinion of counsel as to legality of securities being registered *
23.1 Consent of counsel (contained in Exhibit 5.1 hereto) *
23.2 Consent of BDO Seidman, LLP *
23.3 Consent of Meredith, Cardozo, Lanz & Chiu, LLP *
24.1 Powers of Attorney (contained in signature pages on page 5
of this registration statement)
99.1 1998 Stock Option Plan and forms of Stock Option Agreement (1)
----------
* Filed herewith
(1) Incorporated by reference from the Registration Statement on Form 10-12G
filed with the Commission on January 20, 1999.
E-1
