<PAGE>
As filed with the Securities and Exchange Commission on June 6, 1996
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
CHINA PACIFIC, INC.
-------------------
(Exact name of registrant as specified in its charter)
NEVADA 87-0429945
- ----------------------------------- -------------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
RM. 2008 SUN HUNG KAI CENTRE, 30 HARBOUR ROAD, WANCHAI, HONG KONG
-----------------------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)
1995 CONSULTANT STOCK GRANTS PURSUANT
TO WRITTEN COMPENSATION AGREEMENTS
----------------------------------
(Full title of the plan)
Copy to:
CONNIE MO MICHAEL SANDERS
CHINA PACIFIC, INC. VANDERKAM & SANDERS
715 TERMINO AVENUE 1111 CAROLINE
LONG BEACH SUITE 2905
LOS ANGELES, CALIFORNIA 90804 HOUSTON, TEXAS 77010
(310) 433-1882 (713) 655-0015
-----------------------------
(Name, address and telephone
number of agent for service)
APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN: FROM TIME TO TIME
AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE (1) PRICE FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 783,000 $ 1.516 $ 1,187,028 $ 409.32
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated in accordance with Rule 457(c) solely for the purpose of
determining the registration fee. The offering price is the average of
closing bid and asked price ($1.516) of the Common Stock on June 4, 1996,
as reported on the Nasdaq Small-Cap Market.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering shares of common
stock, $.001 par value ("Common Stock") of the Registrant in connection with the
issuance of shares to consultants pursuant to written compensation agreements
(the "Plan") entered into during 1995.
ITEM 1. PLAN INFORMATION
Information required by Item 1 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Information required by Item 2 is included in documents sent or given to
participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement and are made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in Item 3(a) above, including, but not limited to,
the Company's quarterly reports on Form 10-QSB for the fiscal quarter
ended March 31, 1996.
(c) The description of securities included in Form 8-A declared effective
by the Commission on June 15, 1995 (Commission File No. 0-26232).
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then 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
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation, as amended, provide that the
Company shall indemnify its officers and directors to the extent permitted by
Nevada law. Section 78.751 of the Nevada Revised Statutes authorizes a
corporation to indemnify directors, officers, employees or agents of the
corporation in non-derivative suits if such party acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, as determined in
accordance with Nevada law. Section 78.751 further provides that
indemnification shall be provided if the party in question is successful on the
merits or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Consultancy Agreement with Goldchamp Ltd. dated August 8, 1995
5.1 Opinion and consent of Vanderkam & Sanders re: the legality of the
shares being registered
23.1 Consent of Vanderkam & Sanders (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen & Co.
II-1
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sells are being
made, a post-effective amendment to this registration statement
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 liability under the
Securities Act of 1933, each post-effective amendment shall be
treated as a new registration statement of the securities
offered, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(b) The undersigned registrant hereby 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 (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.
(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.
II-2
<PAGE>
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 caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hong Kong on the 31st day of May, 1996.
CHINA PACIFIC, INC.
BY: /s/ Clement Mak
----------------------------
CLEMENT MAK, PRESIDENT
Each of the undersigned officers and directors of China Pacific, Inc.
hereby constitutes and appoints Clement Mak and Thomas Tong, as 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 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 and to prepare any and all exhibits thereto, and other documents in
connection therewith, and to make any applicable state securities law or blue
sky filings, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done to enable China Pacific, Inc. to comply with
the provisions of the Securities Act of 1933, as amended, and all requirements
of the Securities and Exchange Commission, 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 substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
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 date indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Clement Mak President, Chief Executive Officer May 31, 1996
- ----------------------- and Chairman of the Board of Directors
CLEMENT MAK (Principal Executive Officer)
/s/ Cheng Yuk Ching Vice President, Secretary and May 31, 1996
- ----------------------- and Director
CHENG YUK CHING
/s/ Thomas Tong Chief Financial Officer May 31, 1996
- ----------------------- (Principal Financial and Accounting
THOMAS TONG Officer)
Director May __, 1996
- -----------------------
TAN JIAN SHENG
Director May __, 1996
- -----------------------
ZHANG GUO LIANG
/s/ Huang Jinhui Director May 31, 1996
- -----------------------
HUANG JINHUI
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
4.1 Consultancy Agreement with Goldchamp Ltd. dated
August 8, 1995........................................ 7
5.1 Opinion and consent of Vanderkam & Sanders re: the
legality of the shares being registered............... 9
23.1 Consent of Vanderkam & Sanders (included in
Exhibit 5.1)
23.2 Consent of Arthur Andersen & Co....................... 10
<PAGE>
CONSULTANCY AGREEMENT
Party A : China Treasure, Inc. a Nevada Corporation, listed on NASDAQ in US.
Party B : Goldchamp Ltd, a British Virgin Island Corporation
Party A hereby agrees to engage Party B to be its financial consultant in
respect of the acquisition of a controlling interest in Team Steel, Inc, which
is contracted to acquire an interest in Chengdu Chengkang Iron and Steel
Corporation "CCISC", according to terms and conditions as set out in this
agreement.
SCOPE OF SERVICE:
1) Party B shall engage in negotiation with the owners of CCISC and/or
government official, management of CCISC on behalf of Party A to achieve a
preferential terms acceptable to Party A.
2) Party B shall liaise with other professional consultants such as
accountants and lawyers to arrive at necessary auditors' reports and legal
opinion and to assist Party A the evaluation of the financial and legal
aspects of the steel operations.
3) Party B shall evaluate the political risks associated with the investment
and shall assist Party A to smoothen the relationship between Party A and
the management team and Government officials so as to ensure a successful
acquisition.
4) In avoidance of doubt, substantially all of the work to be performed by
Party B shall be in the Chengdu City, People's Republic of China.
CONSIDERATION:
1) In respect of the such services provided, Party A shall pay Party B a
retainer fee of US$250 per hour engaged by Party B and reimburse all
expenses such as travelling, accommodation and IDD incurred, directly
related to this consultancy service.
2) Within 6 months following completion of the acquisition of a controlling
interest in Team Steel, Inc., Party A shall pay Party B a total fee,
inclusive of the retainer fee set out in 1 above, equal to US$783,000 to be
satisfied by cash or issue of common shares in Party A at $1.00 per share
or a combination of cash and shares in Party A at the option of Party A.
If Party A chooses to issue shares in Party A as consideration, Party A
shall procure an S-8 registration of such shares to be issued to Party B.
<PAGE>
TIMING AND TERMINATION:
This contract is effective for a minimum 3 months from date of this
agreement and shall be continue unless otherwise terminated. Either party
can terminate this contract by giving one month written notice to the other
party following the first 3 months period.
INDEMNITY:
Party A shall hold Party B harmless and indemnify Party B against any
claims on its as a result of its service provided in accordance with this
contract.
China Treasure, Inc. Goldchamp Limited
/s/ Clement S T Mak /s/ Kevin Chan Sheung Wai
- --------------------- --------------------------
Clement S T Mak Kevin Chan Sheung Wai
Chairman Chairman
Date : August 8th, 1995
<PAGE>
May 31, 1996
China Pacific, Inc.
Rm. 2008 Sun Hung Kai Centre
30 Harbour Road
Wanchai, Hong Kong
Re: Form S-8 Registration Statement
Gentlemen:
You have requested that we furnish you our legal opinion with respect to
the legality of the following described securities of China Pacific, Inc. (the
"Company") covered by a Form S-8 Registration Statement, as amended through the
date hereof (the "Registration Statement"), filed with the Securities and
Exchange Commission for the purpose of registering such securities under the
Securities Act of 1933:
1. 783,000 shares of common stock, $.001 par value (the "Shares")
issuable to Goldchamp Ltd. pursuant to a Consultancy Agreement (the
"Plan").
In connection with this opinion, we have examined the corporate records of
the Company, including the Company's Articles of Incorporation, Bylaws, and the
Minutes of its Board of Directors and Shareholders meetings, the Plan, the
Registration Statement, and such other documents and records as we deemed
relevant in order to render this opinion.
Based on the foregoing, it is our opinion that, after the Registration
Statement becomes effective and the Shares have been issued and delivered as
described therein, the Shares will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion with Securities and
Exchange Commission as an exhibit to the Registration Statement and further
consent to statements made therein regarding our firm and use of our name under
the heading "Legal Matters" in the Prospectus constituting a part of such
Registration Statement.
Sincerely,
VANDERKAM & SANDERS
/s/ VANDERKAM & SANDERS
<PAGE>
INDEPENDENT AUDITORS' CONSENT
As independent certified public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8, dated May
31, 1996, of our report relating to the financial statements of China Pacific,
Inc., which report appears in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1995, and to all references to this firm included in
such Registration Statement.
ARTHUR ANDERSEN & CO.
/s/ ARTHUR ANDERSEN & CO.
May 31, 1996
