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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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CREATIVE MASTER INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Delaware 11-2854355
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Casey Ind. Bldg., 8th Floor
18 Bedford Rd., Taikoktsui
Kowloon, Hong Kong
(Address of principal executive offices)
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1998 STOCK OPTION PLAN
(Full title of the plans)
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Carl Ka Wing Tong
President and Chief Executive Officer
Creative Master International, Inc.
Casey Ind. Bldg., 8th Floor
18 Bedford Rd., Taikoktsui
Kowloon, Hong Kong
(Name and address of agent for service)
(852) 2396-0147
(Telephone number, including area code, of agent for service)
Copies to:
Dale E. Short, Esq.
Stuart Teng, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered(1) Per Share(2) Price(2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $.0001 par value... 340,500 $ 5.00(3) $1,702,500(3)
- ----------------------------------------------------------------------------------------------------------------
Common stock, $.0001 par value... 79,500 $5.9375(4) $ 472,031(4)
- ----------------------------------------------------------------------------------------------------------------
Total 420,000 $605
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In accordance with Rule 416 of the General Rules and Regulations under the
Securities Act of 1933 (the "General Rules"), there also are being
registered such indeterminate number of additional Common Shares as may
become issuable pursuant to anti-dilution provisions of the plan.
(2) Computed in accordance with Rules 457(h) and 457(c) under the Securities Act
of 1933 solely for purposes of calculating the registration fee.
(3) Such computation is based on the weighted average exercise price of $5.00
per share for shares subject to options currently outstanding under the
plan.
(4) Such computation is based on the estimated exercise price of $5.9375 for
shares reserved for issuance with respect to future option grants under the
plan. The estimated exercise price is based upon the average of the high
and low price of the Common Stock on the Nasdaq National Market on April 5,
1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Items 1 and 2 of Part I to be contained in the
Section 10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to
Part I of Form S-8.
2.
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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") by Creative Master International, Inc. (the "Registrant") are
incorporated by reference:
(i) the Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(ii) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated October 21, 1998, filed
pursuant to Section 12(g) of the Exchange Act, including any amendment or report
subsequently filed by the Registrant for the purpose of updating that
description.
In addition, any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of the Registrant's
Common Stock registered hereunder have been sold or that deregisters all such
shares of Common Stock then remaining unsold, will be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
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
Pursuant to Section 102(b)(7) of the General Corporation Law of the State
of Delaware (the "GCL"), Article Sixth of the Registrant's Restated Certificate
of Incorporation eliminates the personal liability of the Registrant's directors
to the Registrant and its stockholders except for liabilities related to breach
of duty of loyalty, actions not in good faith and certain other liabilities.
Section 145 of the GCL permits a corporation to indemnify certain persons,
including officers and directors and former officers and directors, and to
purchase insurance with respect to liabilities arising out of their capacity or
status as officers and directors. Such law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which officers and directors may be entitled under the corporation's
certificate of incorporation, by-laws, any agreement or otherwise.
The Registrant's Restated Certificate of Incorporation requires it to
indemnify, to the full extent permitted by the GCL, any person who is made or
threatened to be made, a party to an action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that he is or
was a director or officer of the Registrant or serves or served as a director,
officer, partner, trustee, fiduciary, employee or agent of any other enterprise
or organization at the Registrant's request. The By Laws of the Registrant also
require it to indemnify, to the full extent provided by law, each director of
the Registrant.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated by reference as a
part of this Registration Statement:
II - 1
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4.1 Specimen Common Stock Certificate (incorporated by reference to the
Registrant's Registration Statement on Form SB-2 (File No. 333-65929))
4.2 1998 Stock Option Plan, as amended (incorporated by reference to the
Registrant's Form 10-KSB, filed on March 30, 1999)
4.3 Form of Notice of Stock Option Grant and Stock Option Agreement under
the 1998 Stock Option Plan (incorporated by reference to the
Registrant's Form 10-KSB, filed on March 30, 1999)
5 Opinion of Counsel as to the legality of securities being registered.*
23.1 Consent of Independent Public Accountants.*
23.2 Consent of Counsel (included in Exhibit 5).*
24 Power of Attorney (see page II-4).*
- ------------------------------------
*Included herewith.
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 this 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; and
(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)(1)(i) and (a)(1)(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 Exchange Act that are incorporated by
reference in this 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) 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant
II - 2
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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.
II -3
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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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Kowloon, Hong Kong, on April 7, 1999.
CREATIVE MASTER INTERNATIONAL, INC.
By: /s/ Carl Ka Wing Tong
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Carl Ka Wing Tong
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Carl Ka Wing Tong and John
Rempel, and each of them, his true and lawful agent, proxy and attorney-in-fact,
with full power of substitution, for him in any and all capacities, to sign this
Registration Statement and any amendments hereto, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent 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 he might do or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Carl Ka Wing Tong Chairman of the Board, President April 7, 1999
- ----------------------------- and Chief Executive Officer
Carl Ka Wing Tong Principal Executive Officer)
/s/ John Rempel Chief Financial Officer April 7, 1999
- ----------------------------- (Principal Financial and
John Rempel Accounting Officer)
/s/ Leo Sheck Pui Kwok Director April 7, 1999
- -----------------------------
Leo Sheck Pui Kwok
/s/ Chou Kong Seng Director April 7, 1999
- -----------------------------
Chou Kong Seng
/s/ Clayton K. Trier Director April 7, 1999
- -----------------------------
Clayton K. Trier
/s/ Steve Gordon Director April 7, 1999
- -----------------------------
Steve Gordon
II - 4
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EXHIBIT INDEX
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5 Opinion of Counsel as to the legality of securities being registered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (see page II-4).
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EXHIBIT 5
[Letterhead of Troy & Gould Professional Corporation]
April 7, 1999
Creative Master International, Inc.
Casey Ind. Bldg., 8th Floor
18 Bedford Rd., Taikoktsui
Kowloon, Hong Kong
Re: Registration Statement on Form S-8
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Dear Sirs:
We have acted as counsel for Creative Master International, Inc. (the
"Company") in connection with the preparation and filing of the Company's
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Registration Statement"), providing for the registration of an aggregate
of 420,000 shares (the "Shares") of the Company Common Stock, $.0001 par value
issuable under the Company's 1998 Stock Option Plan (the "Plan").
For purposes of this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Plan and of such other
documents, corporate records, certificates of public officials and other
instruments relating to the adoption and implementation of the Agreements as we
deemed necessary or advisable for purposes of this opinion. In our examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
authenticity of originals of all such latter documents. We have also assumed
the due execution and delivery of all documents where due execution and delivery
are prerequisites to the effectiveness thereof.
Based on the foregoing examination, we are of the opinion that the Shares are
duly authorized and, when issued in accordance with the Plan, will be validly
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to all references therein to our firm.
By giving you this opinion and consent, we do not admit that we are experts
with respect to any part of the Registration Statement or Prospectus within the
meaning of the term "expert" as used in Section 11 of the Securities Act of
1933, as amended, or the rules and regulations promulgated thereunder, nor do we
admit that we are in the category of persons whose consent is required under
Section 7 of said Act.
Very truly yours,
/s/ Troy & Gould
Troy & Gould
Professional Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
April 7, 1999
The Directors
Creative Master International, Inc.
8/F., Casey Industrial Building
18 Bedford Road
Taikoktsui
Kowloon
Hong Kong
Dear Sirs,
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated March
25, 1999 included in Creative Master International, Inc.'s Form 10-KSB for the
year ended December 31, 1998 and to all references to our Firm included in this
Registration Statement on Form S-8.
Very truly yours,
/s/ Arthur Andersen & Co.
Certified Public Accountants
Hong Kong
