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Previous: PACIFIC SOFTWORKS INC, 8-K, EX-1.1, 2000-09-13 |
Next: PAN INTERNATIONAL HOLDINGS INC, S-8, EX-4.1, 2000-09-13 |
Incorporated pursuant to the Laws of New York State
Internal Revenue Service — Employer Identification No. 65-0963621
Proposed Proposed
Title of each class maximum maximum Amount
of securities Amount to be offering aggregate Registration
to be registered registered(1) price per share(2) offering price(2) fee
Common Stock, 5,000,000 $.01 $50,000.00 $13.20
par value $.01 shares
(1) Represents the maximum number of shares which may be distributed pursuant to this Registration Statement.
(2) Estimated solely for purposes of calculating the registration fee based on the par value of the Registrant’s common stock because such common stock is not now being actively traded and because the per-share book value of such common stock is less than its par value.
The following documents filed by Pan-International Holdings, Inc., f/k/a "Photovoltaics.com, Inc." (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a)The Company's Registration Statement on Form 10-SB (file no. 000-28587), including all amendments; (b)The Company's Quarterly Report on Form 10-QSB for the quarter ended January 31, 2000 (file no. 000-28587), including all amendments; (c)The Company's Quarterly Report on Form 10-QSB for the quarter ended April 30, 2000 (file no. 000-28587), including all amendments; (d)The Company's Quarterly Report on Form 10-QSB for the quarter ended July 31, 2000 (file no. 000-28587), including all amendments; and
(e) The description of the Company’s common stock, $.01 per value (the “Common Stock”), set forth under the caption “DESCRIPTION OF SECURITIES” in the Company’s Registration Statement on Form 10-SB (file no. 000-28587), including all amendments for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”), prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which de-registers all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such document.
Not applicable.
In an exhibit to this Registration Statement, Randall W. Heinrich, Of Counsel to Gillis & Slogar, L.L.P., is rendering an opinion that the securities being registered are duly and validly issued, fully paid and non-assessable. The Company expects to issue to Mr. Heinrich 100,000 shares registered pursuant to this Registration Statement. These shares may have an aggregate fair market value exceeding $50,000, the threshold dollar figure requiring disclosure pursuant to this Item 5.
Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any person who was or is 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, 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, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action.
In an action brought to obtain a judgment in the corporation’s favor, whether by the corporation itself or derivatively by a stockholder, the corporation may only indemnify for expenses, including attorney’s fees, actually and reasonably incurred in connection with the defense or settlement of such action, and the corporation may not indemnify for amounts paid in satisfaction of a judgment or in settlement of the claim. In any such action, no indemnification may be paid in respect of any claim, issue or matter as to which such person shall have been adjudged liable to the corporation except as otherwise approved by the Delaware Court of Chancery or the court in which the claim was brought. In any other type of proceeding, the indemnification may extend to judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such other proceeding, as well as to expenses.
The statute does not permit indemnification unless the person seeking indemnification has acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of criminal actions or proceedings, the person had no reasonable cause to believe his conduct was unlawful. The statute contains additional limitations applicable to criminal actions and to actions brought by or in the name of the corporation. The determination as to whether a person seeking indemnification has met the required standard of conduct is to be made (1) by a majority vote of a quorum of disinterested members of the board of directors, (2) by independent legal counsel in a written opinion, if such a quorum does not exist or if the disinterested directors so direct, or (3) by the stockholders.
The Company’s Bylaws require the Company to indemnify the Company’s directors and officers to the fullest extent authorized by the Delaware General Corporation Law or any other applicable law in effect. The Company’s Certificate of Incorporation limits the personal liability of a director to the corporation or its stockholders to damages for breach of the director’s fiduciary duty.
Not applicable.
Exhibit
Number Exhibit
------ -------
4.1 ---Specimen Stock Certificate for Registrant's Common
Stock.
4.2 ---Pan-International Holdings, Inc. Year 2000 Consultant
Compensation Plan.
5.1 ---Opinion of Randall W. Heinrich, Of Counsel to Gillis
& Slogar.
23.1 ---Consent of Sewell and Company, PA.
23.2 ---Consent of Randall W. Heinrich, Of Counsel to Gillis
& Slogar (included in Exhibit 5.1 to this Registration
Statement).
24.1 ---Power of Attorney (included on the signature page
hereto).
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which the 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 (the "Act");
(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;
(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.
(2) That, for the purpose of determining any liability under the Act, 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; and
(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 any liability under the Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 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 Act 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 questions 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.
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 requirement for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Key Biscayne, State of Florida on August 31, 2000.
Pan-International Holdings, Inc.
By \S\ Lawrence Curtin
----------------------Lawrence Curtin,
President
(Principal Executive Officer
Principal Financial Officer,
and Principal Accounting
Officer)
The undersigned directors and officers of Pan-International Holdings, Inc. hereby appoint Lawrence Curtin as attorney-in-fact for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments (including post-effective amendments) and exhibits to this registration statement and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully 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 and on the dates indicated.
Name Title Date
---- ------ ----
/S/ Lawrence Curtin Director and President August 31, 2000
--------------------
Lawrence Curtin (Principal Executive Officer,
Principal Financial Officer,
and Principal Accounting
Officer)
/S/ Harvey Judkowitz Director August 31, 2000
---------------------
Harvey Judkowitz
EXHIBITS INDEX
Exhibit Sequential
Number Description Page Number
------ ----------- -----------
4.1 Specimen Stock Certificate for Registrant's Common
Stock.
4.2 Pan-International Holdings, Inc. Year 2000 Consultant
Compensation Plan.
5.1 Opinion of Randall W. Heinrich, Of Counsel to Gillis &
Slogar.
23.1 Consent of Sewell and Company, PA.
23.2 Consent of Randall W. Heinrich, Of Counsel to Gillis & Slogar
(included in Exhibit 5.1 to this Registration Statement)
24.1 Power of Attorney (included on the signature page
hereto).
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