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As filed with the Securities and Exchange Commission on September 15, 2000
Registration No. _________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Century Milestone S&T Co., Ltd.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Colorado 84-1032191
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
No. 803, Jinyu Plaza, 100# West Sanhuan North Rd., Haidian District, Beijing, PRC 100037 N/A
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(Address of Principal Executive Offices) (Zip Code)
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Century Milestone S&T Co., Ltd. Stock Plan
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(Full title of the plan)
Nevada Agency & Trust Company, 50 West Liberty Street, Suite 880,
Reno, Nevada 89501
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(Name and address of agent for service)
(775) 322-0626
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be Offering price Aggregate offering Amount of
to be registered Registered per share (1) price (1) Registration fee (1)
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<S> <C> <C> <C> <C>
Common Stock,
$.0001 (2) 3,500,000 $1.25 $4,375,000 $1,155.00
========================= ====================== ======================= ====================== ======================
TOTALS 3,500,000 $4,375,000 $1,155.00
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(1) Because the offering price of all shares of Common Stock being registered
under the Century Milestone S&T Co., Ltd. Stock Plan is not known at this
time, the proposed maximum offering price per share, the proposed maximum
aggregate offering price and the registration fee with respect to these
shares have been calculated pursuant to Rule 457(h)(1) and Rule 457(c) of
Regulation C under the Securities Act of 1933, as amended, which require
that, solely for purposes of calculating the registration fee, these
figures are based upon the average of the bid and asked price per share of
the Registrant's common stock on a date within five (5) days prior to the
date of filing of this Registration Statement, as reported on the National
Association of Securities Dealers, Inc. OTC Bulletin Board.
(2) To be issued, at the sole discretion of the Registrant, directly or
pursuant to options under the Century Milestone S&T Co., Ltd. Stock Plan.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information concerning the Century Milestone
S&T Co., Ltd. Stock Plan, effective as of August 15, 2000 (the "Plan"), required
by Item 1 of Form S-8, and the statement of availability of registrant
information and other information required by Item 2 of Form S-8 will be sent or
given to participants as specified by Rule 428. In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration statement on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. Century Milestone
S&T Co., Ltd., a Colorado corporation (the "Company"), shall maintain a file of
such documents in accordance with the provisions of Rule 428. Upon request, the
Company shall furnish to the Commission or its staff a copy or copies of all of
the documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference into this Registration Statement are the contents
of the Company's Annual Report on Form 10-KSB for the year ended September 30,
1999; the Quarterly Reports on Form 10-QSB for the periods ended March 31, 2000
and June 30, 2000; the Notification of Late Filing on Form NT 10-Q filed August
11, 2000; and Current Reports on Form 8-K filed May 5, 2000, July 28, 2000, and
August 21, 2000 and on Form 8-K/A filed July 10, 2000. All documents filed by
the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, after the date of this
Registration Statement and prior to the termination of the offering shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. The Company will provide
without charge to each person to whom a copy of this Registration Statement is
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated by
reference into this Registration Statement, other than certain exhibits to such
documents. Requests for such copies shall be directed to Xiao Gang, President,
Century Milestone S&T Co., Ltd., No. 803, Jinyu Plaza, 100# West Sanhuan North
Rd., Haidian District, Beijing, PRC 100037.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized capital of the Company consists of 100,000,000 shares of
Common Stock, $.0001 par value per share and 10,000,000 shares of Preferred
Stock, $.001 par value per share.
COMMON STOCK.
The holders of the shares of Common Stock have equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company and entitled to share ratably in all of
the assets of the Company available for distribution to holders of Common Stock
upon the liquidation, dissolution or winding-up of the affairs of the Company.
Holders of Common Stock do not have pre-emptive, subscription or conversion
rights. There are no redemption provisions in the Company's Articles of
Incorporation. Holders of Common Stock are entitled to one vote per share on all
matters which shareholders are entitled to vote upon at all meetings of the
shareholders. All shares of Common Stock to be issued in this offering, when
paid for in accordance with the terms hereof, will be validly issued, fully paid
and non-assessable.
The holders of shares of Common Stock do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares can
elect all of the directors of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
A member of the law firm of Futro & Trauernicht, LLC, Attorneys and
Counselors at Law, counsel to the Company, and whose opinion as to the validity
of the issuance of shares of Common Stock hereunder is attached hereto as
Exhibit 5.1, will be issued 250,000 shares under the Plan and has also been
granted an option under the Plan to purchase an additional 250,000 shares. The
options vest and become exercisable on a pro rata basis over a period of four
years, have an exercise price of $1.25 per share, and expire on December 31,
2006.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation for the Company provide that the Company
shall indemnify, to the extent permitted by law, any director, officer, agent,
fiduciary or employee of the Company against any claim, liability or expense
arising against or incurred by such person as a result of actions reasonably
taken by him at the direction of the Company. The Company has the further
authority, to the full extent permitted by law, to indemnify its directors,
officers, agents, fiduciaries and employees against any claim, liability or
expense arising against or incurred by them in all other circumstances. The
Company may also maintain insurance providing such indemnification.
The Colorado Business Corporation Act allows the Company to eliminate the
personal liability of its directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty of loyalty and care as a director,
except for: (a) circumstances where the director breached his duty of loyalty to
the Company or its Shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c) a
circumstance under which a director votes for or assents to an unlawful
distribution; or (d) for transactions from which the director directly or
indirectly derived an improper personal benefit.
The Colorado Business Corporation Act also states that no director or
officer shall be personally liable for any injury to person or property arising
out of a tort committed by an employee unless: (a) the director or officer was
personally involved in the situation giving rise to the litigation, or (b) the
director or officer committed a criminal offense in connection with the
situation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
4.1 The Company's Articles of Incorporation, as amended and
currently in effect, which define the rights of holders
of the equity securities being registered.
(Incorporated by reference to Exhibit 3.3 of the
Company's Current Report on Form 8-K for the period
ended July 20, 2000.)
4.2 The Company's Bylaws, as amended and currently in
effect, which define the rights of holders of the
equity securities being registered. (Incorporated by
reference to Exhibit 3.2 of the Company's Quarterly
Report on Form 10-QSB for the period ended March 31,
2000.)
5.1 Opinion of Counsel, Futro & Trauernicht LLC. (Filed
herewith.)
10.1 Century Milestone S&T Co., Ltd. Stock Plan dated August
15, 2000. (Filed herewith.)
23.1 Consent of auditors, Halliburton, Hunter & Associates,
P.C. (Filed herewith.)
23.2 Consent of auditors, BDO International. (Filed
herewith.)
23.3 Consent of Counsel, Futro & Trauernicht LLC. (Included
in Exhibit 5.1.)
ITEM 9. UNDERTAKINGS.
The undersigned Company hereby undertakes:
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(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;
(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 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.
(4) The undersigned Company 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.
(5) 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, 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 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other that 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 of
the Company in the successful defense of that 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 of
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.
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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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beijing, on the 15th day of September, 2000.
CENTURY MILESTONE S&T CO., LTD.
By: /s/ Xiao Gang
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Xiao Gang, President
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.
By: /s/ Xiao Gang
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Xiao Gang, President and Director
Dated: September 15, 2000
By: /s/ Luo Yun
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Luo Yun, Treasurer and Director
Dated: September 15, 2000
By: /s/ Feng Jiming
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Feng Jiming, Secretary and Director
Dated: September 15, 2000
By: /s/ Bai Xiaodi
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Bai Xiaodi, Director
Dated: September 15, 2000
By: /s/ Michael Harrop
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Michael Harrop, Director
Dated: September 15, 2000
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 The Company's Articles of Incorporation, as amended and currently in effect, which
define the rights of holders of the equity securities being registered. (Incorporated by
reference to Exhibit 3.3 of the Company's Current Report on Form 8-K for the period
ended July 20, 2000.)
4.2 The Company's Bylaws, as amended and currently in effect, which define the rights of
holders of the equity securities being registered. (Incorporated by reference to Exhibit
3.2 of the Company's Quarterly Report on Form 10-QSB for the period ended March 31,
2000.)
5.1 Opinion of Counsel, Futro & Trauernicht LLC. (Filed herewith.)
10.1 Century Milestone S&T Co., Ltd. Stock Plan dated August 15, 2000. (Filed herewith.)
23.1 Consent of auditors, Halliburton, Hunter & Associates, P.C. (Filed herewith.)
23.2 Consent of auditors, BDO International. (Filed herewith.)
23.3 Consent of Counsel, Futro & Trauernicht LLC. (Included in Exhibit 5.1.)
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