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As filed with the Securities and Exchange Commission on July 5, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
WHEREVER.net HOLDING CORPORATION
(Exact name of Registrant as Specified in its Charter)
The Cayman Islands None
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Natwest Tower, Suite 4701
1 Matheson Street
Causeway Bay, Hong Kong SAR
People's Republic of China
(852) 2561-7878
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
2000 Employee Share Option Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address, including zip code and telephone, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price per Aggregate Offering Amount of
Securities to be Registered Registered (1) Share (2) Price (2) Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, par value 4,000,000 $9.00 $36,000,000 $9,504
$0.01 per share shares
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</TABLE>
(1) This Registration Statement shall also cover any additional Common
Shares which become issuable under the 2000 Employee Share Option Plan
by reason of any scrip dividend, share split, recapitalization or other
similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the
Registrant's issued Common Shares.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the highest
proposed selling price per share of Registrant's Common Shares.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registration Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act") and the Introductory Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission (the "SEC") are hereby incorporated by reference into this
Registration Statement:
(i) The Company's Registration Statement on Form F-1 (File No.
333-11676), filed with the SEC on March 17, 2000 (the "Form F-1
Registration Statement"), as amended by Amendment No.1, as filed with
the SEC on April 11, 2000, Amendment No. 2, as filed with the SEC on
April 26, 2000 and Amendment No. 3, as filed with the SEC on April 27,
2000;
(ii) The description of the Registrant's Common Shares contained in the
Form F-1 Registration Statement.
In addition, all documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment hereto that
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and shall be part hereof from the date of
filing thereof.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Association provide for indemnification of
directors and officers for losses, damages, costs and expenses incurred in their
capacities as such, except as a result of their own willful neglect or default.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit
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Number Description
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3.1 Memorandum of Association of the Company, incorporated by reference
to Exhibit 3.1 of the Form F-1 Registration Statement.
3.2 Articles of Association of the Company, incorporated by reference to
Exhibit 3.2 of the Form F-1 Registration Statement.
4.1 Form of Deposit Agreement among the Company, Citibank, N.A. and
Holders and Beneficial Owners of American Depositary Shares issued
thereunder, including the form of American Depositary Shares,
incorporated by reference to Exhibit 4.1 of the Form F-1
Registration Statement.
4.2 2000 Employee Share Option Plan.
5.1 Opinion of Maples and Calder Asia, Cayman Islands counsel to the
Registrant.
23.1 Consent of KPMG Certified Public Accountants.
23.2 Consent of Maples and Calder Asia (included in Exhibit 5.1 to
Registration Statement).
24.1 Power of Attorney (contained on signature pages to Registration
Statement).
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 the 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 this Registration Statement;
notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
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(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 paragraphs (a)(l)(i) and (a)(l)(ii)
do not apply if 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) 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 the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) That, 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 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 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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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 to be signed on its behalf by the undersigned, thereunto
duly authorized in Taipei, Taiwan, on this 5th day of July, 2000.
Wherever.net Holding Corporation
By: /s/ Chris Pon-Yean Lee
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Name: Chris Pon-Yean Lee
Title: Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Chris Pon-Yean Lee, Johnny Lee and
Fernando Bensuaski, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including pre-effective and post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/s/ Chris Pon-Yean Lee
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Chris Pon-Yean Lee Chairman of the Board July 5, 2000
/s/ Hsin Cheng Chen
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Hsin Cheng Chen Vice Chairman of the Board July 5, 2000
/s/ Johnny Lee
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Johnny Lee President, CEO and Director July 5, 2000
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/s/ Fernando Bensuaski
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Fernando Bensuaski Chief Financial Officer and July 5, 2000
Director
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Steven S. Cheng Director July 5, 2000
/s/ S. Steve Chu
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S. Steve Chu Director July 5, 2000
/s/ Stephen Wai Chung Ho
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Stephen Wai Chung Ho Director July 5, 2000
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Ko Chang Hsich Director July 5, 2000
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Li-Yu Hsu Director July 5, 2000
/s/ Chi Hua Huang
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Chi Hua Huang Director July 5, 2000
/s/ Hsin Tse Lai
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Hsin Tse Lai Director July 5, 2000
/s/ Hwa Dong Liang
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Hwa Dong Liang Director July 5, 2000
/s/ Fonald K. Yee
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Fonald K. Yee Director July 5, 2000
/s/ George Yang
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George Yang Director July 5, 2000
/s/ Tom Tung
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Tom Tung Director July 5, 2000
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF WHEREVER.NET HOLDING CORPORATION
Pursuant to the Securities Act of 1933, as amended, the undersigned,
the duly authorized representative in the United States of WHEREVER.net Holding
Corporation, has signed the Registration Statement.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
-------------------------
Name: Donald J. Puglisi
Title: Managing Director
