<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DAVIN ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
---------------------
DELAWARE 11-2854355
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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8/F Casey Ind. Bldg., 18 Bedford Rd.
Taikoktsui, Kowloon, Hong Kong
(852) 2396-0147
(Address of Registrant's principal executive offices, including zip code)
---------------------
Advisor Compensation Plan
(Full title of the Plan)
Carl K.W. Tong, President
8/F Casey Ind. Bldg., 18 Bedford Rd.
Taikoktsui, Kowloon, Hong Kong
(852) 2396-0147
(Name, address and telephone number of agent for service)
---------------------
COPIES TO:
Iwona J. Alami, Esq.
120 Newport Center Dr., Suite 200
Newport Beach, CA 92660
(714) 760-6880
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------- ---------------- --------------- ---------------- ===============
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration
Offering Aggregate Fee
Price per Offering Price
Share
- ----------------------------- ---------------- --------------- ---------------- ===============
- ----------------------------- ---------------- --------------- ---------------- ===============
<S> <C> <C> <C> <C>
Common Stock, $0.0001 Par 3,059,844 $0.0200 $61,197 $150.00
Value(1)
- ----------------------------- ---------------- --------------- ---------------- ===============
</TABLE>
(1) The registration fee is based upon the average of the closing bid and ask
prices of the common stock ($0.02) as reflected on NASD Bulletin Board on
December 29, 1997 (the last reported price). See Rule 457(c).
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The Registrant incorporates the following documents by reference in the
registration statement:
(a) The Company's Annual Report on Form 10-KSB filed for the year
ended March 31, 1997 and the Company's Quarterly Reports on Form
10-QSB for the quarters ended June 30, 1997 and September 30,
1997;
All other documents filed in the future by Registrant after the date of
this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold, shall be deemed to be incorporated by
reference in 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 herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or any other subsequently filed document which also is or is
deemed to be incorporated herein by reference 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.
Item 4. Description of Securities.
--------------------------
The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, $0.0001.
COMMON STOCK
As of the date hereof, there are 49,997,452 shares of Common Stock
outstanding. Holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders. Holders
of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preference of any then outstanding preferred
stock, if any. Holders of Common Stock have no right to convert their Common
Stock into any other securities. The Common Stock has no preemptive or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are, and
the Common Stock to be outstanding upon completion of this Offering will be,
duly authorized, validly issued, fully paid and nonassessable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Iwona J. Alami, Esq., owns no shares of Common Stock of the Company.
Item 6. Indemnification of Officers and Directors
-----------------------------------------
The Company's Bylaws and the Delaware Corporation Code provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.
Item 7. Exemption from Registration Claimed
-----------------------------------
The Shares were issued for advisory services rendered pursuant to the
consulting agreement. These sales were made in reliance of the exemption from
the registration requirements of the Securities Act of 1933, as amended,
contained in Section 4(2) thereof covering transactions not involving any public
offering or not involving any "offer" or "sale".
2
<PAGE>
Item 8. Exhibits
--------
4. Instruments defining the rights of security holders.
4(1) Agreement with Jonathan Mork.
5. Opinion of Iwona J. Alami, consent included.
24.1 Consent of Accountants.
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;
(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, including
(but not limited to) any addition or election of a
managing underwriter.
(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 offered 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 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
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 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 that 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.
3
<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 Hong Kong, on February 6, 1998.
DAVIN ENTERPRISES, INC.
By: /s/ Carl K.W. Tong
-------------------------------------
Carl K.W. Tong
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed below by the following persons in the
capacities indicated on February 6, 1998.
/s/ Carl K.W. Tong
- -------------------- President, Chief Executive Officer
Carl K.W. Tong and Director
/s/ Kwok Sheck Pui
- ------------------- Chief Operating Officer
Kwok Sheck Pui and Director
4
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EXHIBIT 4.1
CONSULTING AGREEMENT
This agreement, dated December 31, 1997, is made by and between Davin
Enterprises, Inc. (the "Company"), a Delaware corporation, and Jonathan Mork
("Consultant"), an individual.
1. In exchange for Consultant's services with respect to the Davin-CML
transaction, including introducing the parties and assisting with issues
regarding valuation, contracts, and transaction structure, Consultant shall
receive 3,059,844 shares of Company common stock, to be registered under S-8 and
issued following the completion of the Company's 8K reporting the successfully
closed transaction.
2. This agreement shall be bound by California law and jurisdiction.
Agreed:
/s/ Jonathan Mork
- --------------------------------
Jonathan Mork
/s/ Carl Tong, President
- --------------------------------
Davin Enterprises, Inc.
<PAGE>
EXHIBIT 5
OPINION OF IWONA J. ALAMI, ESQ.
<PAGE>
LAW OFFICES OF
IWONA J. ALAMI
120 NEWPORT CENTER DR., SUITE 200
NEWPORT BEACH, CALIFORNIA 92660
(714) 760-6880
FAX: (714) 760-6815
February 10, 1998
Securities and Exchange Commission
450 Fifth Street, N.W., Judiciary Plaza
Washington, DC 20549
RE: DAVIN ENTERPRISES, INC.
Ladies and Gentlemen:
This office represents Davin Enterprises, Inc., a Delaware
corporation (the "Registrant") in connection with the Registrant's Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the issuance and sale of 3,059,844 shares of the
Registrant's Common Stock issuable for advisory consulting services (the
"Registered Securities"). In connection with our representation, we have
examined such documents and undertaken such further inquiry as we consider
necessary for rendering the opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered
Securities, when sold as set forth in the Registration Statement, will be
legally issued, fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal
Matters" in the Prospectus which is a part of the Registrant's Form S-8
Registration Statement relating to the Registered Securities, and we hereby
consent to such use of our name in such Registration Statement and to the filing
of this opinion as Exhibit 5 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in connection with
the registration of the Registered Securities for offer and sale in such states.
/s/ Iwona J. Alami, Esq.
<PAGE>
EXHIBIT 24(1)
CONSENT OF GREENBERG & COMPANY, LLC. , INDEPENDENT AUDITORS.
<PAGE>
February 2, 1998
DAVIN ENTERPRISES, INC.
8/F CASEY IND. BLDG., 18 BEDFORD RD.
TAIKOKTSUI, KOWLOON, HONG KONG
We consent to the incorporation by reference in this registration statement of
Davin Enterprises, Inc. on Form S-8 of our report dated June 17, 1997 included
in the annual report on Form 10-K of Davin Enterprises, Inc. for the year ended
March 31, 1997.
/s/ Greenberg & Company LLC
Greenberg & Company LLC
Springfield, NJ
<PAGE>
February 2, 1998
DAVIN ENTERPRISES, INC.
8/F CASEY IND. BLDG., 18 BEDFORD RD.
TAIKOKTSUI, KOWLOON, HONG KONG
We have reviewed in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited interim financial
information of Davin Enterprises, Inc. for the periods ened June 30, 1997 and
September 30, 1997, as indicated in our reports dated July 31, 1997 and
October 30, 1997, respectively; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your
quarterly reports on Form 10-Q for the quarters ended June 30, 1997 and
September 30, 1997, are being used in this registration statement.
We also are aware that the aforementioned reports, pursuant to rule 436(c)
under the Securities Act of 1933, are not considered a part of the registration
statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Greenberg & Company LLC
Greenberg & Company LLC
Springfield, NJ
